Page 41 - The CFIUS Book

Where parties or counsel identify foreign government interest in a transaction, they will need to examine two follow-on considerations. First, if the parties choose to stipulate in their filing that their transaction is subject to CFIUS, then the basis for that stipulation may also need to be stipulated as government-controlled transaction.28 Second, they must identify whether the foreign government interest is significant such that it triggers a mandatory filing, discussed in Section 1.3 above.
5. Personal Identifying Information
The personal identifying information (PII) may be the most difficult requirement in the CFIUS submission. In order to respond completely, you will have to collect a significant amount of personal information from a range of high-ranking persons in the company. You will need to provide personal information from the acquiring company’s board of directors, including external directors, president, senior vice president, executive vice president, and other persons who perform duties normally associated with such titles.
It is normal for individuals not to want to volunteer their personal information to a government agency. We recommend
THE CFIUS BOOK
§800.402(c)(6)(vi): personal identifying information for
• Each member of the board of directors and officers of the acquiring foreign person;
• Each member of the board of directors and officers of the acquiring foreign person of its immediate, intermediate, and ultimate parents; and
• any individual having an ownership interest of five percent or more in the acquiring foreign person and in the foreign person’s ultimate parent.
you plan to have someone with significant authority in the company make the request. It is often easier for recalcitrant respondents to resist or ignore requests from persons they feel are lower-ranking in the company.
For security reasons, you should provide the PII to CFIUS in a separate document from your submission. We recommend securing that document by encryption with a security key or password.
PERSONAL DATA PRIVACY:
ImpOrTanTly, many nOn-U.S. COUnTrIES maInTaIn STrICT COnTrOlS On wHaT yOU Can dO wITH pErSOnal InFOrmaTIOn yOU HavE COllECTEd. yOU SHOUld CarEFUlly rEvIEw THE lOCal daTa prOTECTIOn rEqUIrEmEnTS, SUCH aS THE gEnEral daTa prOTECTIOn rEgUlaTIOn In EUrOpE, TO UndErSTand yOUr OBlIgaTIOnS wITH rESpECT TO THE pII yOU wIll BE HandlIng.
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