On May 11, 2023, the Committee on Foreign Investment in the United States (“CFIUS”) issued a Frequently Asked Question (“FAQ”), which calls into question the use of “springing rights,” a broadly used instrument to expedite financings while complying with mandatory filing requirements. The FAQ addresses the timing for when a filing must be made for a transaction triggering a mandatory filing. Since implementation of the mandatory filing requirements, transaction parties have used springing or deferred…

On October 20, 2022, the US Treasury Department released the first Committee on Foreign Investment in the United States (“CFIUS”) Enforcement and Penalty Guidelines (the “Guidelines”). The Guidelines provide visibility into factors CFIUS considers when assessing violations of CFIUS laws and regulations, and determining potential penalties. The Guidelines are applied by the Monitoring and Enforcement office, which is part of the US Treasury Department’s Office of Investment Security. The Guidelines apply when CFIUS assesses the…

On August 2, 2022, the Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”) released its annual report for calendar year 2021 (the “Annual Report”). The Annual Report provides data concerning transactions filed with CFIUS in 2021, the first full calendar year following the introduction of the implementing regulations for the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”). Reflecting the increasingly routine nature of CFIUS, investors from a broad range…