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Staying Compliant With CFIUS and How to Advise Your Client When Making Foreign Investments

Understand the scope of CFIUS jurisdiction and be able to identify transactions that would trigger a mandatory filing or warrant a voluntary filing.

The Foreign Investment Risk Review Modernization Act (FIRRMA) of 2018 introduced a lot of changes to the review of foreign investments by the Committee on Foreign Investment in the U.S. (CFIUS). With the major overhaul of CFIUS regulations now complete, it is a de facto requirement that parties to an M&A transaction confirm whether their proposed acquisition would trigger CFIUS jurisdiction and require a mandatory filing with CFIUS. CFIUS jurisdiction was expanded in two major ways: first, in addition to acquisitions that will result in foreign control over a U.S. business, CFIUS now can review foreign minority investments in certain U.S. businesses handling critical technologies, critical infrastructure, or sensitive data of U.S. nationals. Second, certain real estate transactions are now also subject to CFIUS jurisdiction if the real estate is in close proximity to sensitive military installations or certain ports and airports. Business needs to understand the scope of CFIUS jurisdiction and be able to identify transactions that would trigger a mandatory filing or warrant a voluntary filing. Failure to file with CFIUS may result in penalties up to the value of the transaction or an order by the president to divest. This topic will help M&A practitioners and all parties involved in an M&A transaction identify the factors that might trigger a CFIUS review, learn when a CFIUS filing is mandatory, and avoid the possibility of a penalty or unwinding of the transaction in the future. The material also explains the CFIUS procedure and timeline of review to help businesses budget time for regulatory approvals within the overall timeline of the transaction. Certain exceptions to CFIUS jurisdiction will be discussed. With CFIUS now having the resources to initiate reviews on its own, it is critical to ensure that the risk of future questioning or unwinding by CFIUS is properly evaluated and addressed prior to closing, to protect the value of the investment.

63 minutes
Course Exam
Certificate of Completion
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Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

The Scope of CFIUS Jurisdiction

  • Control Over U.S. Businesses
  • Certain Minority Investment in Sensitive U.S. Businesses Handling Critical Technologies, Critical Infrastructure or Sensitive Data of U.S. Nationals
  • Real Estate Transactions Involving Real Estate in Close Proximity to Sensitive Military Installations, Ports, or Airports

Factors to Determine Whether CFIUS Will Be Interested in a Foreign Investment Transactions

  • U.S. Government Contractors
  • Critical Technologies
  • Other

The Composition of CFIUS and How CFIUS Makes Decisions

  • Interagency Committee
  • Acts by Consensus
  • No Statute of Limitations

Risk Associated With a Decision Not to File With CFIUS in the Case of a Voluntary Filing

  • Voluntary vs. Mandatory Filings
  • When to Make a Voluntary Filing
  • Risks Associated With the Decision Not to File
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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on June 10, 2021.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.0
     
  • Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.0
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.0 hours credit.
     
  • AR CLE 1.0
     
  • This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.0
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.0
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
     
  • CT CLE 1.0
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
     
  • HI CLE 1.0
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
     
  • IL CLE 1.0
     
  • This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
     
  • MN CLE 1.0
     
  • This program has been approved by the Minnesota Board of Continuing Legal Education for 1.0 hours of credit.
     
  • MO CLE 1.3
     
  • This course qualifies for self-study CLE credit in Missouri.
     
  • MS CLE 1.0
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.0 credit hours.
     
  • ND CLE 1.0
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
     
  • NH MCLE 1.0
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 62 Minutes.
     
  • NJ CLE 1.3
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
     
  • NM CLE 1.0
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
     
  • NV CLE 1.0
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
     
  • NY CLE 1.0 including Areas of Professional Practice 1
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.0
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
     
  • TN CLE 1.03
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.03 hours of credit.
     
  • UT CLE 1.0
     
  • This program has been approved by the Utah State Board of Continuing Legal Education for 1.0 CLE hours.
     
  • VA CLE 1.0
     
  • This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
     
  • VT CLE 1.0
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 6 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WA CLE 1.0
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
     
  • WI CLE 1.0
     
  • This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 1.3
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
     
  • NALA 1.03
     
  • This program is applicable for continuing legal assistant education credit. Please check with your accrediting board to see if this course will qualify towards your recertification requirements. Program Length: 1.03 hour(s).
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.

This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • AK CLE 1.0
     
  • Arizona CLE 1.0
     
  • CA MCLE 1.0
     
  • CT CLE 1.0
     
  • HI CLE 1.0
     
  • MO CLE 1.3
     
  • NJ CLE 1.3
     
  • NM CLE 1.0
     
  • NY CLE 1.0 including Areas of Professional Practice 1
     
  • UT CLE 1.0
     
  • VT CLE 1.0
     
  • WA CLE 1.0
     
  • WV MCLE 1.3
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 34 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Libby Bloxom

Libby Bloxom

Holland & Knight

  • Business attorney in Holland & Knight's Dallas office and a member of the firm's International Trade Group
  • Focuses practice on a broad range of international trade regulatory and transactional matters, including foreign direct investment, industrial security, export control, sanctions, and customs matters
  • Has experience handling commercial transactions in areas such as procurement and disposition, distribution, technology and intellectual property transfer, licensing and outsourcing of business processes and professional services primarily in the aviation, supply chain management, and transportation industries
  • Prior to rejoining Holland & Knight, was an attorney in the Dallas office of a national corporate law firm
  • Previously, was an attorney in Holland & Knight's Washington, D.C., office
  • During law school, Ms. Bloxom worked as a research assistant focused on tax policy and the efficiency of cross subsidization
  • Prior to law school, served as a Peace Corps Volunteer in Eswatini, where she lived and taught at the Siteki Primary School for the Deaf
Dariya V. Golubkova

Dariya V. Golubkova

Holland & Knight LLP

  • Member of Holland & Knight's International Trade Group
  • Practice comprises a broad range of international trade regulatory and transactional matters
  • Prior to joining Holland & Knight, served as a federal judicial law clerk to the Honorable Claire R. Kelly of the U.S. Court of International Trade
  • Worked on civil actions contesting determinations of the U.S. Department of Commerce, U.S. Customs and Border Protection (CBP), and U.S. International Trade Commission
Antonia I. Tzinova

Antonia I. Tzinova

Holland & Knight LLP

  • Partner at Holland & Knight LLP, Washington, D.C. office
  • Practices in the areas of international trade and national security, foreign direct investment, and industrial security
  • Advises on defense and high-technology exports, U.S. trade embargoes and economic sanctions, and customs matters
  • Regularly represents clients before the Committee on Foreign Investment in the United States (CFIUS) and advises on measures to mitigate Foreign Ownership, Control, or Influence (FOCI) in cross-border mergers and acquisitions of U.S. government and defense contractors
  • Counsels foreign investors on structuring investments in the defense, high-tech and critical infrastructure sectors of the U.S. economy
  • Recent transactions include advising on a complex CFIUS mitigation measure in a foreign acquisition of an exterior envelope facades designer and manufacturer; and a CFIUS review of a sovereign wealth fund investment in a North American railroad depot services provider; she has also advised on measures to mitigate FOCI in portfolio investments by private equity firms in government contractors performing on classified contracts, as well as advising dozens of clients on whether and how to approach the CFIUS review issue
  • Regularly presents at various conferences on the topic of CFIUS national security reviews and export controls, recent presentations include Trade and National Security: The Role of CFIUS on Investment, panelist, The Association of Women in International Trade (WIIT), April 27, 2021; CFIUS Outlook Conference Call: Focus on Industries and Foreign Countries' Security Reviews, The Capitol Forum, February 4, 2021; Regulatory Landscape for Mergers and Acquisitions Involving Foreign Interest (CFIUS, ITAR, FIRRMA, and NISPOM), Society for International Affairs 2020 Fall Virtual Advanced Conference, October 26 - 28, 2020; Meet the Experts: Status of CFIUS, French American Chamber of Commerce webinar, March 19, 2020; Breakfast on the Status of CFIUS, panelist, British American Business Association Trade & Policy Committee, December 12, 2019; Regulatory Issues Every M&A Lawyer Should Consider When a Client Is Making an Inbound Investment in the U.S., ABA Business Law Section Annual Meeting, September 13, 2019
  • Written or contributed to many publications on CFIUS, recent articles include CFIUS Under Biden Will Quietly Keep Nose to the Grindstone, Law360, November 8, 2020; contributor; Trump’s TikTok Dance: The Politicization of American Business, Financial Times, September 21, 2020; contributor; TikTok is the Tip of the Iceberg for CFIUS’ Data Concerns, Law360, August 7, 2020; contributor; Filing Fees Are Here: CFIUS Establishes Fee Structure, Holland & Knight Alert, May 1, 2020; New CFIUS Regulations Finally Take Effect, Holland & Knight Alert, February 13, 2020; Foreign Ownership of Real Estate: New Rules from CFIUS, Real Estate Finance Journal, Winter 2020; FIRRMA Expands CFIUS Jurisdiction in 2 Major Ways, Holland & Knight Alert, August 16, 2018; Exclusive Q&A on Foreign Investment, Corporate LiveWire, May 5, 2016
  • Member of the District of Columbia and Maryland bars; the U.S. Court of International Trade; Society for International Affairs; and member of the Board of Governors of the Washington Foreign Law Society (WFLS), 2012—present, and president of WFLS, 2017-2020
  • J.D. and LL.M. degrees in International Law and International Affairs, Sofia University Law School (Bulgaria); J.D. degree with honors, The George Washington University Law School
  • Can be contacted at 202-419-2661 or [email protected]
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Product ID: 407260
Published 2021
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