U.S. Department of the Treasury

Suggestions include:

• Sections 800.502(c)(1)(iii) and (v) require submission of information related to the foreign person and its parents.  CFIUS’s review would be aided if the notice identifies whether the actual party in interest is the party to the transaction or one of the parents of the party to the transaction.  CFIUS does not consider special purpose vehicles, wholly-owned subsidiaries established for the sole purpose of the transaction, or other shell companies to be the actual parties in interest in a transaction.
• Sections 800.502(c)(3)(iii) and (iv) require information regarding certain U.S. Government contracts.  Parties are advised to update and verify U.S. Government contact information for the contracting officials of such contracts.  Private sector entities not party to the notice are not acceptable points-of-contact for contracts in question.

Notices are determined to be incomplete for multiple reasons, commonly including:

• Unclear description of business lines – the notice must provide a clear and detailed account of each company’s products and services;
• Unclear description of the transaction – the notice must clearly describe all entities involved in the transaction and the nature and structure of the transaction;
• Absence of geographic location(s) of the U.S. business – the notice must clearly describe the U.S. business with addresses and/or geographic coordinates for all U.S. properties and facilities; and
• Absence of a certification – all notices must be certified correctly (in accordance with the certification template at the Committee’s section of the Department of the Treasury website and 31 C.F.R. §§ 800.204 or 802.202) to be deemed complete.