CFIUS in Practice: Exploring the Nuances of FIRRMA’s Final Rules Through a Hypothetical PE Transaction

The Treasury Department has issued several regulations in 2020 to update how the Committee on Foreign Investment in the United States (CFIUS) conducts national security reviews of foreign investment into U.S. companies, technology and real estate. The new rules largely implement provisions of the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) to expand those reviews to include greater attention to minority-stake investments granting access to information or technology, among other changes relevant to PE sponsors. A panel recently hosted by Seyfarth Shaw and Kroll explored the recent evolution of FIRRMA’s framework for the CFIUS review process, including using a hypothetical investment scenario to highlight potential trigger points. The panel was moderated by Seyfarth Shaw partner Gordon F. Peery and included insights from Sand Verbinnen & Co. managing director Miriam Sapiro; Kroll managing director Nicole Y. Lamb‑Hale; Institute of International Finance chief of staff Greer Meisels; and SoftBank counsel and senior director Jared Roscoe. This article summarizes key takeaways from the program. For additional insights from Kroll, see “Cyber Crisis Communication Plans: What Works and What Fund Managers Should Avoid (Part One of Two)” (May 14, 2019); and “IMDDA Offers Fund Managers a Blueprint for Conducting Sexual Harassment Due Diligence” (Aug. 2, 2018).

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