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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    International

Date & Time
  • event Date

    Wednesday, March 6, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will guide counsel to U.S. businesses that are considering accepting foreign investments and foreign companies looking to invest in the U.S. about how best to address the Committee on Foreign Investment in the United States (CFIUS) issues. Our speakers will discuss lessons from recent CFIUS decisions, emerging regulatory trends, and the impact on the CFIUS process. The panel will offer best practices for navigating CFIUS issues in the pre-deal period, during the CFIUS process, and post-transaction considering the added complexities implicated by recent developments.

Faculty

Jack F. Donahue
Managing Director
Accenture Strategy

Mr. Donahue is an executive in Accenture’s strategy consulting practice where he works with the leaders of Tech and Telecom companies to assess, plan for and mitigate the operational and financial implications of National Security regulatory requirements. He has experience advising clients through CFIUS negotiations, implementation of CFIUS and FOCI-mitigation agreements and business unit carve outs required to meet National Security requirements.

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Karalyn Mildorf
Partner
Clifford Chance

Ms. Mildorf has nearly 20 years of experience representing clients in Committee on Foreign Investment in the United States (CFIUS) and foreign ownership, control or influence (FOCI) mitigation matters. She also advises clients on the US Outbound Investment Security Program and in national security reviews before Team Telecom. Ms. Mildorf has advised clients on CFIUS issues in thousands of transactions covering a wide variety of industries and investor countries. She strategically guides clients through assessing national security risks for deals, transaction structuring and jurisdictional considerations, negotiation of deal terms, all stages of the CFIUS filing and review process, engagement with relevant government officials, CFIUS mitigation negotiation and implementation, CFIUS inquiries regarding non-notified transactions, and CFIUS enforcement actions. Ms Mildorf also has extensive experience representing clients in FOCI mitigation matters. She has negotiated, prepared, and advised regarding compliance with, and implementation of, numerous FOCI mitigation arrangements, including Special Security Agreements, Proxy Agreements, Security Control Agreements, and FOCI Board Resolutions.

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Description

The CFIUS process has become increasingly crucial as CFIUS reviews have reached record numbers in recent years and can have a substantial impact on cross-border deals. The Foreign Investment Risk Review Modernization Act (FIRRMA) was enacted in 2018, expanding the scope of national security reviews of foreign investments in the U.S. and making mandatory declarations for some foreign investments.

Additionally, the Biden administration has actively defined and set boundaries related to foreign investment in the U.S. through recent executive orders directing CFIUS to prioritize certain national security risks when reviewing covered transactions and creating a new regime to screen and possibly prohibit outbound U.S. investments in certain Chinese technology sectors. The U.S. Senate also recently adopted two amendments to the National Defense Authorization Act that would update CFIUS and impact cross-border transactions.

Counsel must understand the breadth of what can be deemed relevant to national security and the range of possible mitigation measures should CFIUS have concerns about a transaction.

Listen as our expert panel discusses the latest CFIUS regulatory developments, examines recent transactions, and highlights industries of particular CFIUS interest. The panel will offer best practices for navigating CFIUS issues in the pre-deal period, during the CFIUS process, and post-transaction considering the added complexities implicated by recent developments.

Outline

  1. Key CFIUS developments and their implications
  2. Navigating the CFIUS process
    • Assessing and assigning the risk
    • Strategic deal structuring
    • Mitigation negotiation
  3. Business impacts
    • Closing before approval
    • Operating with mitigation
    • Follow-on transactions and corporate citizenship

Benefits

The panel will review these and other key issues:

  • What recent regulatory developments have expanded CFIUS' authority?
  • What are the lessons for counsel from recent CFIUS decisions and other relevant developments?
  • What steps should counsel and companies take to comply with the regulations and address potential issues when considering transactions involving foreign investment opportunities in the United States?