RoutineMetric

CFIUS Inbound Investment Screener

Walk through CFIUS framework logic rules to evaluate whether an inbound foreign investment triggers mandatory filing obligations, qualifies as a Covered Transaction (TID-U.S. Business), or involves covered real estate near sensitive military assets.

1. Foreign Investor Profile

Standard Foreign InvestorMost global venture, private equity, or corporate buyers.
Excepted Foreign StateQualified investors from UK, Australia, Canada, New Zealand meeting compliance rules.
Foreign Entity of ConcernSubject to heightened scrutiny (e.g., China, Russia, Iran, North Korea).

Direct or indirect interest acquired.

Triggers mandatory filing if ≥25% ownership in target.

2. Governance & Control Rights

Select any rights granted to the foreign investor by virtue of this transaction:

3. Target Business Profile (TID Elements)

Select if the target U.S. business engages in any "TID" (Technology, Infrastructure, Data) criteria:

4. Real Estate Proximity (Part 802)

Jurisdictional rules as of 2024
Filing ObligationNone Filing
Non-Covered

CFIUS Category

Non-Covered / Exempt

This transaction, as characterized, falls outside CFIUS jurisdiction. (Verify that no additional control/governance rights are structured).

Reference Definitions

TID-U.S. BusinessAny business involved in critical technology, critical infrastructure, or sensitive personal data.
Mandatory FilingsMust be submitted at least 30 days before the completion of the transaction. Failures to file can lead to civil monetary penalties up to the value of the transaction.
Safe HarborObtained by submitting a filing and receiving confirmation that there are no unresolved national security issues. Prevents CFIUS from later unwinding completed transactions.
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CFIUS Jurisdictional Screening Guide: Understanding Inbound U.S. Mergers & Acquisitions

The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee authorized to review certain foreign investments in U.S. businesses and real estate transactions. With the enactment of the Foreign Investment Risk Review Modernization Act (FIRRMA), CFIUS expanded its traditional review over acquisitions of "control" to include certain non-controlling investments in critical sectors.

The TID U.S. Business Framework

Under modern regulations, non-controlling transactions are reviewable if the target business qualifies as a TID U.S. Business, standing for:

  • Technology: U.S. businesses that produce, design, test, manufacture, fabricate, or develop one or more critical technologies. These are generally items subject to strict export controls (ITAR/USML, EAR/CCL, nuclear-related items, etc.).
  • Infrastructure: Businesses operating or servicing systems defined in 31 CFR Part 800 Appendix A, which includes major power generation sites, airports, maritime ports, interstate pipelines, and key communication networks.
  • Data: Businesses that maintain or collect sensitive personal data of more than 1 million U.S. citizens, such as credit histories, biological identification information, geographic locations, and health dossiers.

Governance Rights That Trigger Jurisdiction

For non-controlling investments to fall within CFIUS's reach, the foreign investor must acquire at least one of the following governance linkages:

  1. Access to any material non-public technical information in the possession of the U.S. business.
  2. Membership or observer rights on the board of directors (or the equivalent governing body), or the right to nominate an individual to a position on the board.
  3. Any involvement (other than through voting of shares) in substantive decision-making regarding critical technologies, critical infrastructure, or sensitive personal data.

When Is a CFIUS Filing Mandatory?

While many filings remain voluntary, failure to declare mandatory transactions before close can lead to devastating corporate penalties up to the value of the transaction. Mandatory triggers generally target:

  • Critical Technology: If the transaction is a covered transaction and the target develops critical technologies that would require a U.S. export license to transfer directly to the investor's country of origin.
  • Foreign Government Interests (The 25/25 Rule): If a foreign government holds a "substantial interest" (25% or more direct/indirect voting interest) in the foreign investor, and that foreign investor is acquiring a "substantial interest" (25% or more voting interest) in a TID U.S. Business.

Disclaimer: This CFIUS Inbound Investment Screener is intended for educational and preliminary screening purposes only. National security reviews are highly fact-intensive and subjective. Cross-border transaction parties must consult qualified counsel before concluding whether or not a filing obligation exists.