SpezialWebinarThe Committee on Foreign Investment in the United States (CFIUS)
What is CFIUS, how does it work, and how does it affect acquisitions and investments by European companies in the United States?
This webinar will provide practical information about the Committee on Foreign Investment in the United States (“CFIUS”) and its impact on European companies that intend to acquire or invest in companies and real estate in the United States.
CFIUS is a powerful inter-agency committee of the U.S. government that is made up of representatives from nine federal agencies. CFIUS reviews and investigates the impact of foreign investments on U.S. companies or real estate. The committee has broad authority to impose measures on the transacting party as a condition to granting approval to mitigate any perceived national security risk. It may block or unwind transactions not properly structured to address U.S. national security considerations.
Last year, CFIUS’s jurisdiction was substantially broadened. First, the U.S. Congress expanded CFIUS’s authority through the Foreign Investment Risk Review Modernization Act (“FIRRMA”). Key changes involved expanding the definition of “covered transaction” to include (1) non-controlling investments by a foreign person in U.S. businesses that provide critical technologies, are involved in critical infrastructure, or maintain sensitive personal data; (2) changes in a foreign investor’s voting rights with respect to a U.S. business; (3) the purchase, lease, or concession of real estate that is in close proximity to air or maritime ports, military installations, or certain other national security facilities (not to include real estate in urban areas); and (4) any transaction, transfer, agreement, or arrangement if its structure is designed or intended to “circumvent” CFIUS review.
Then, CFIUS issued the Pilot Program Rule, which made CFIUS filings mandatory for the first time. Filings are mandatory if the U.S. target business produces, develops, or tests a critical technology that is used in a specific, listed industry. Not filing can trigger significant penalties.
Webinar Learning Objectives
This webinar will provide a detailed overview of CFIUS, its composition, the difference between mandatory filings and voluntary filings under CFIUS’s “legacy regulations, how to determine whether the parties must file, and the term “critical technologies.”
The term “critical technologies” is closely tied to export-controlled technology. The presenter will explain how parties can discern whether the technology at issue actually falls under the definition of a critical technology.
The webinar will also provide insight into new national security issues and concerns driving change in the CFIUS review process; explain the more “searching” review process and CFIUS scrutiny; and provide helpful overviews of the CFIUS filing and review process, including timelines.
- What is CFIUS and how does it work?
- Traditional and new focus areas
- Key legislative and regulatory changes: What stayed the same and what has changed?
- New mandatory filing requirement if the U.S. target develops, produces, or tests "critical technologies"
- What is a "critical technology"? Definition, examples, and practical considerations
- Key questions from dealmakers
- How to address CFIUS in M&A agreements
- Drafting a CFIUS notice: process and timeline
- CFIUS’s review: what to expect
- Considerations for private equity transactions
- What else will change under CFIUS reform
- Strategic considerations
- Recent CFIUS cases
- What’s next for CFIUS: potential new focus areas
- Questions and answers
This webinar is intended for business professionals and executives; in-house counsel; M&A and private equity lawyers; investment bankers; and other business, financial, and legal professionals involved in cross-border transactions.
Alexandra Lopez-Casero is a partner at Nixon Peabody who leads its CFIUS and export control practice. Nixon Peabody is a U.S. law firm with more than 600 lawyers in the United States and offices from coast to coast. She has more than 15 years of experience in representing U.S. and non-U.S. companies on CFIUS review and export control matters, and significant experience in representing U.S. and non–U.S. companies on all aspects of the U.S. national security review process before CFIUS.
Ms. Lopez-Casero’s clients range from manufacturers, biotech and life-science companies, technology companies, international construction and energy companies, defense contractors, and private equity firms to government-owned businesses and funds. In addition to strong technical understanding of the current law and procedure, she has proven practical experience in navigating the complex CFIUS process. Her team has obtained clearance in numerous matters in a wide range of industries and jurisdictions, including transactions involving government-owned or -controlled acquirers. She also engages with other U.S. government agencies on national security matters on behalf of clients, including the Departments of Treasury, State, Defense, Commerce, Homeland Security, and Energy.
Ms. Lopez-Casero grew up in Germany and completed her first and second judicial state examinations in Regensburg and Augsburg. She began her legal career at Clifford Chance’s office in Frankfurt. After completing a Master of Laws at the University of Pennsylvania, she joined Nixon Peabody in 2004. She works extensively with a wide range of companies based in Germany and other EU countries.
Participants will receive documentation that they can refer to in practice.
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