Page 24 - The CFIUS Book

THE CFIUS BOOK
1.2. Question 2: Is Yours the Type of Covered Transaction CFIUS Typically Reviews?
MANy TRANSACTIONS ARE COvERED THAT DO NOT UNDERGO CFIUS REvIEW, SO IT IS USEFUL TO DECIDE WHETHER yOUR TRANSACTION IS LIKELy TO COME UNDER
CFIUS SCRUTINy.
Of the thousands of foreign direct investment transactions into the United States each year, CFIUS will only review a couple of hundred.19 It follows that there are “Covered Transactions” that CFIUS does not review. So how do you assess whether CFIUS will take an interest in your transaction? The analysis of this second question is necessarily a qualitative, not quantitative, assessment of your transaction. It is wholistic and takes into account the following
l Global assessment. When analyzing your transaction, look at all potential factors touching on national security. No single factor that CFIUS considers will definitively eliminate a transaction from the possibility of being reviewed.
l Threat and Vulnerability. CFIUS will focus its analysis of the transaction on whether a foreign person may have the capability or intention to exploit or cause harm (i.e., whether there is a threat) and whether the nature of the U.S. business, or its relationship to a weakness or shortcoming in a system, entity,
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