Committee on Foreign Investment in the United States Statutes Section 721 Exon-Florio amendment FINSA - 2007 amendment Regulations Current regulations Proposed regulations Comment letters [more...]
Overview This topic page archives superseded materials Section 721 - Pre-FINSA has the text of the Exon-Florio amendment prior to its amendment of FINSA in 2007 Commentary has older materials including GAO reports and law firm client mailings Section 721 - Pre-FINSA Statute text (a) Investigations The President or the Presidents designee [more...]
Overview IITSSA International Investment and Trade in Services Survey Act Requires the reporting of investments made in the United States by foreign investors Under IITSSA, and its related regulations, a mandatory report is required of a US business enterprise when a foreign person acquires (directly or indirectly) through an existing US [more...]
Overview Topic covers CFIUS organizational and related matters CFIUS authorization Committee was first authorized by Executive Order 11858 in 1975 See Executive Orders below Committee is now expressly authorized by statute FINSA (2007) formally established CFIUS in statute See Section 721(k)(1) below Committee membership Was changed over the [more...]
Overview Covers confidentiality provisions related to CFIUS proceedings Section 721 Rule 800.702 Section 721(c) Confidentiality of information Confidentiality of information . Any information or documentary material filed with the President or the Presidents designee pursuant to this section shall be exempt from disclosure under [more...]
Overview CFIUS must certify its actions to Congress To ensure high-level accountability for CFIUS decisions, FINSA requires that a high-level official of the Treasury Department and at the lead agency certify to Congress that, for any covered transaction on which CFIUS has concluded action under section 721 , CFIUS has determined that there are [more...]
Which transactions trigger CFIUS review and investigation? Overview CFIUS jurisdiction applies to covered transactions Parties to a covered transaction may voluntarily file a notice with CFIUS to initiate review -- See National Security Reviews Basic definition of covered transaction is provided by statute and regulation Section 721(a)(3) and [more...]
Overview - Index Topic covers select precedent transactions Referenced documents are mostly from SEC EDGAR Note that CFIUS proceedings are confidential so that only limited materials are available in the public domain For terminated and other notable deals, go here Select Pending Filings Tumbleweed Communications Jazz Technologies DRS [more...]
Overview Covers transactions with notable CFIUS developments 3Com Buyout - Teminated in 2008 Alcatel - Lucent - Early use of a mitigation agreement Dubai Ports - Deal terminated Other notable transactions Check Point / Sourcefire - Internet security CNOOC (China) bid for Unocal United Defense Industries IBM PC business (Lenovo) Global [more...]
Overview Covers definitions under Section 721 and related regulations Shows text of pending proposed regulations Certification Proposed rule - 31 CFR 800.201 The term certification means a written statement signed by the chief executive officer or other duly authorized designee of a party to a [more...]
Overview Director of National Intelligence ODNI Website Section 721(b)(4) Analysis by director of national intelligence (A) In general The Director of National Intelligence shall expeditiously carry out a thorough analysis of any threat to the national security of the United States posed by any covered transaction [more...]
Overview Section 721(f) sets forth the "factors to be considered in a CFIUS review or investigation _____ Statute: Section 721(f) Factors to be considered Factors to be considered For purposes of this section, the President or the Presidents designee may, taking into [more...]
Foreign Investment and National Security Act of 2007 Overview Public Law 110-49, 121 Stat. 246 Amended section 721 of the Defense Production Act of 1950 (50 U.S.C. App. Sec. 2170 et seq.) Section 721 is popularly referred to as the Exon-Florio amendment See "section 721" defined See CFIUS: Statute for annotated text of section 721, as [more...]
Overview Use of mitigation agreements When a covered transaction presents national security concerns, FINSA provides statutory authority for CFIUS, or a lead agency acting on behalf of CFIUS, to enter into a mitigation agreement with the parties to the transaction or impose conditions on the transaction This authority enables CFIUS to mitigate [more...]
Overview National security investigations - 45 days Following a national security review , certain covered transactions may be subject to a heightened "national security investigation," including if the transaction Threatens to impair the "national security" of the United States Is a "foreign government-controlled [more...]
Overview Topic covers national security reviews Section 721 , as amended by FINSA (2007), establishes the procedure for CFIUS to conduct national security reviews and investigations of covered transactions Specifically, FINSA provides for a 30-day CFIUS review of covered transactions to determine the effect of the transactions on national [more...]
Overview Official commentary Proposal release III. Overview The provisions of Subpart D pertaining to the contents of a voluntary notice have been expanded to reflect questions that CFIUS now routinely asks of notifying parties. By laying out these questions in the regulations, and having the relevant information included in each [more...]
Overview Penalties Proposal release III. Overview The system continues to be based on voluntary notices to CFIUS by parties to transactions, although CFIUS retains the authority to review a transaction of which it has not been voluntarily notified. The principal new development with regard to the procedures for filing notice to CFIUS is [more...]
Overview Covers Presidential authority _______ Section 721(d) Action by the President Action by the President . (1) In general. Subject to paragraph (4), the President may take such action for such time as the President considers appropriate to suspend or prohibit any covered transaction that threatens to impair the national [more...]
Overview Covers regulations that implement "section 721" 31 CFR part 800 First adopted in 1991 Current regulations can be accessed here Proposed amendments are proposed and pending To implement changes made by FINSA 2007 Schedule Public hearing May 2 Comments due by June 9 Current Regulations - Index Subpart [more...]
31 CFR Part 800 Subpart A - General 101 Scope 102 Effect on other laws 103 Prior acquisitions 104 Avoidance Subpart B - Definitions 201 Acquisition 202 [more...]
Proposed Regulations 2008 Proposed regulations were issued on April 23 Treasury press release 4.21.08 Federal Register PDF 73 FR 21861 4.23.08 Statutory authorization Section 721(h) , as amended by FINSA Also Section 721(b)(7) , as amended by FINSA, specifies matters to be covered by the regulations Public [more...]
Subpart A - General 101 Scope 102 Effect on other laws 103 Applicability 104 Avoidance Subpart B - Definitions 201 Certification 202 Committee; Chairs [more...]
"Section 721" a/k/a the "Exon-Florio Amendment" Overview Text of section 721 - Topic page finder Section 721 of the Defense Production Act of 1950 50 U.S.C. § 2170 Commonly known as the Exon-Florio Amendment Complete text of statute, as amended by FINSA is set forth below on this page Statute is annotated with links to definitions and to [more...]
http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_bills&docid=f:h556enr.txt.pdf http://thomas.loc.gov/cgi-bin/bdquery/z?d110:h.r.00556: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=110_cong_public_laws&docid=f:publ049.110.pdf http://www.access.gpo.gov/uscode/title50a/50a_75_1_7_.html [more...]
Overview Background: Section 721 - Exon-Florio amendment In 1988, amid concerns over foreign acquisition of certain types of U.S. firms, particularly by Japanese firms, Congress approved an amendment to the Defense Production Act, popularly known as the Exon-Florio amendment Authorizes the President to review mergers, acquisitions, and takeovers [more...]
Overview CFIUS actions before 2005 CFIUS submissions and proceedings are confidential, so details aren't always available According to a 2005 Washington Post article, CFIUS had received about 1,500 notifications since 1988, of which it conducted a full investigation of 25 cases. Of these 25 cases,thirteen transactions were withdrawn upon notice that CFIUS would conduct a full review and twelve of [more...]
Overview 1_TableBoldBullet 1_tablearrowbullet 2_tablearrowbullet 1_TableBoldBullet Section 721(g) Additional Information to Congress; Confidentiality (1) Briefing requirement on request The Committee shall, upon request from any Member of Congress specified in subsection (b)(3)(C)(iii), promptly provide briefings on a covered transaction for which all action has concluded under this [more...]