Page 36 - The CFIUS Book
P. 36

2.3.2. Deal Talk
Merger and acquisition counsel teams of both acquirer and target work hard to establish the terms of the deal. It is tempting to enumerate in your notification a number of the deal’s features simply because it is the information that the teams have been eating, sleeping, and breathing for weeks. It is important to remember that the salient points of the deal are the nature and structure of foreign ownership, and the deal’s potential impact on U.S. national security.
While the reps and warranties regarding business activities since the lockbox date may be a point that the deal team hammered out for hours, unless that point has some bearing on the nature of foreign ownership or national security, the point does not need to be discussed in your CFIUS submission.
2.3.3. Too Big to File
Does one of the CFIUS filing questions call for information on a thousand contracts? Well, gather and submit the information related to a thousand contracts. Spreadsheets can help. Enter at least a summary of the key information of every relevant point into a spreadsheet and submit it as an attachment.
Some submitters believe sample or example exhibits will suffice. However, a less-than- complete accounting of the requested information will nearly always lead to questions from CFIUS about what information was left out and why. Make it clear in the text of your CFIUS notice that you have omitted nothing, then provide a complete list of the requested information as an attachment to your notice. This will preempt follow-up questions and make your review process more efficient.

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