Prior to Filing a Voluntary Notice
Prior to filing a voluntary notice, parties may consult with CFIUS or submit a draft notice, as described in Filing Instructions section of this Web site, to ensure that the review will proceed as efficiently as possible. The CFIUS process generally begins formally when parties to a proposed or pending transaction jointly file a voluntary notice in accordance with the procedures stated in the regulations at § 800.401. The notice must include the information required in the regulations at § 800.402. Upon receiving the notice, the Staff Chairperson will promptly determine whether the notice satisfies the requirements for completeness as promulgated in the regulations. If the notice is complete, the Staff Chairperson will circulate the notice to all CFIUS members. A review period of up to 45 days begins on the next business day.
During the review period, CFIUS members examine the transaction in order to identify and address, as appropriate, any national security concerns that arise as a result of the transaction. During the review period, CFIUS members, through the Department of the Treasury as Committee Chair, may request additional information from the parties. Parties must respond to such follow-up requests within three business days of the request or within a longer time frame if the parties so request in writing and the Staff Chairperson grants that request in writing.
In certain circumstances defined in section 721 and at § 800.503, CFIUS may initiate a subsequent investigation, which must be completed within 45 days. In certain circumstances described at section 6(c) of Executive Order 11858, as amended, and § 800.506, CFIUS may also refer a transaction to the President for decision. In such case, section 721 requires the President to announce a decision with respect to a transaction within 15 days of CFIUS’s completion of the investigation.
Withdrawal of Notice
Parties to a transaction may request withdrawal of their notice at any time during the review or investigation stages. Such a request must be approved by CFIUS and may include conditions on the parties, such as requirements that they keep CFIUS informed of the status of the transaction or that they re-file the transaction at a later time. CFIUS tracks withdrawn transactions.
CFIUS may also reject voluntary notices in certain circumstances, such as when the voluntary notice is not complete, the parties do not respond to follow-up information requests within the required time frame, there is a material change in the transaction, or material information comes to light that contradicts information provided in the notice by the parties.
If CFIUS finds that the covered transaction does not present any national security risks or that other provisions of law provide adequate and appropriate authority to address the risks, then CFIUS will advise the parties in writing that CFIUS has concluded all action under section 721 with respect to the transaction.
If CFIUS finds that a covered transaction presents national security risks and that other provisions of law do not provide adequate authority to address the risks, then CFIUS may enter into an agreement with, or impose conditions on, parties to mitigate such risks or may refer the case to the President for action.
Where CFIUS has completed all action with respect to a covered transaction or the President has announced a decision not to exercise his authority under section 721 with respect to the covered transaction, then the parties receive a “safe harbor” with respect to that transaction, as described in § 800.601 and section 7(f) of Executive Order 11858, as amended.
This Web site outlines the basic requirements for voluntary notices and other information that may be useful to parties, but does not create any rights for, or confer any rights on, any person, nor operate to bind the U.S. Government. Parties must consult the regulations to ensure that the notice meets all legal requirements for acceptance. Parties may also contact the Staff Chairperson with questions.