Page 17 - The CFIUS Book
P. 17

1.1.1. Any Transaction
A TrAnsAcTion is defined To include The following:
1. The acquisition of an ownership interest in an entity;
2. The acquisition or conversion of convertible voting instruments of an entity;
3. The acquisition of proxies from holders of a voting interest in an entity;
4. A merger or consolidation;
5. The formation of a joint venture;
6. A long-term lease under which a lessee makes substantially all business decisions concerning the operation of a leased entity, as if it were the owner; or
7. Any corporate reorganization that results in a new foreign person acquiring control of a U.S. business even if the ultimate parent of the business remains the same.
It is worth noting that the transaction definition includes the types of transactions listed above.5 That means CFIUS may consider other types of transactions as covered. If you reorganize an otherwise covered transaction so that it does not technically fall into the categories listed above, you still are not likely to exclude the transaction from being considered covered. However, the simple fact that a transaction falls into one of the categories named above does not automatically make it a covered transaction. The proposed investment must also fall into the other three elements of the Covered Transaction definition.

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