CFIUS

Morgan Lewis lawyers have advised clients on crucial issues related to the review of cross-border investments for national security reasons since 1988, when such review by the Committee on Foreign Investment in the United States (CFIUS) became a more established process. Morgan Lewis's CFIUS team brings depth, breadth, and focus to CFIUS reviews, identifying the critical issues that can make or break these transactions.

We regularly counsel US and non-US clients on the intricacies of the foreign direct investment (FDI) review process in the United States and consistently advise on the more global impact that CFIUS reviews may have on cross-border investments. Working seamlessly across jurisdictions, we help clients evaluate and manage complex—and sometimes conflicting—national security requirements in the United States and in other countries conducting national security reviews.

Our CFIUS practice focuses on the full life-cycle of cross-border investments, from due diligence and documentation to engagement with CFIUS government agency members and preparation of CFIUS submissions. This comprehensive approach is based on the depth of our CFIUS lawyers’ backgrounds and draws on their decades of experience. We provide strategic, practical advice on the sensitive issues and business considerations that impact the decision of whether, when, and how to engage with CFIUS or submit a notice.

Our Scope

As a comprehensive practice, we cover the full range of issues and requirements associated with the CFIUS process, including the following:

  • Pre-acquisition due diligence to identify and address CFIUS-related regulatory requirements
  • Preparation of CFIUS notices and engagement with CFIUS and its members
  • Management of CFIUS requirements that may result in mitigation agreements
  • Negotiation and execution of mitigation agreements related to CFIUS reviews
  • Advice on post-closing mitigation compliance, essential mitigation measures, and related requirements
  • Mitigation measures outside the CFIUS process when other laws and regulations can address any national security concerns
  • CFIUS mitigation measures with specific agencies responsible for overseeing the mitigation requirements
  • National security issues directly related to both US and non-US jurisdictions when multiple filings are required (with CFIUS and with non-US FDI regime issues)
  • Assistance in foreign ownership, control, and influence (FOCI) mitigation, regulatory filings, and resolution of issues raised by the Defense Counterintelligence and Security Agency (DCSA) or CFIUS member agencies
  • Audits for new mergers, acquisitions, and divestitures
  • Preparation of ownership and foreign ownership legal notifications
  • Disclosures to government agencies (pre- and post-CFIUS clearance) that involve noncompliance uncovered during the diligence or CFIUS process
  • Advice on licenses, agreements, and other government authorizations necessary to execute CFIUS mitigation measures or address issues uncovered through CFIUS-related due diligence