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2.2. Drafting Your Notice: A Few Tips of the Trade
2.2.1. Time your submission
As discussed below, you will likely file a draft notice (Section 2.5) and, once you have received comments from CFIUS staff and made appropriate edits and additions, will file your final notice (Section 2.6). You do not have to wait until all the terms of your deal have been finalized to file. If the terms, extent, and mechanisms of non-U.S. ownership and control are clear, you do not need to wait for the final deal details to file. You can submit a Letter of Intent or even a terms sheet, so long as the foreign ownership elements are settled.
As we discuss throughout, we recommend you update your filing to CFIUS as soon as more definitive deal terms, agreements, or other documents are available.
We also note that FIRRMA authorizes CFIUS to require partnership and side agreements in the notice, so it is possible that future regulations, promulgated by February 2020, will clarify documentation requirements. However, if you believe the documentation you have accurately reflects the resulting ownership in the transaction, we would recommend proceeding with your submission.
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