Last week, U.S. Steel CEO David Burritt announced that the U.S. government had approved the merger of U.S. Steel and Nippon by imposing a National Security Agreement to mitigate risks. We take a look at the mitigation terms, including the Golden Share, and explore what they might mean for future deals.
A merger in the 3D printing industry has created an interesting CFIUS dynamic: The Delaware Chancery Court has ordered the foreign acquirer to accept the terms of a CFIUS national security agreement and close the deal immediately. Experts say the decision could impact future transactions and M&A docs.
This week, we do a deep dive on foreign ownership, control and influence. According to Chris Griner, who chairs the national security and CFIUS practice groups at Stroock, invalidation of security clearances is the new “tool of choice” when companies are found out of compliance.
At the request of our readers, Foreign Investment Watch is creating a list of third-party monitors and auditors that are actively engaged with transaction parties on CFIUS-imposed National Security Agreements. We are asking readers to submit any TPMs or TPAs with whom they have worked.
As we noted last week, the Committee published its latest report to Congress. In short: There are fewer transactions clearing in the declaration process, more notices proceeding to investigation, and more mitigation agreements. Details, report, and a downloadable spreadsheet of data inside.
A subscriber recently asked us if National Security Agreements must be disclosed to investors. As we’ve reported in the past, it’s quite rare that mitigation agreements get disclosed in SEC filings. So, this reader asked, “could failure to disclose a NSA violate securities laws?” We asked the experts.
In one of Paul Rosen’s first acts as head of CFIUS, the Treasury Department has issued formal enforcement and penalty guidelines. The guidance, promised more than two years ago, includes an interesting list of factors that CFIUS considers when determining penalties. Details and guidance inside.
In the latest edition of “Ten Minutes On,” we discuss mitigation agreements with Tyler McGaughey, who previously managed the day-to-day operations of the CFIUS team at Treasury. We cover how CFIUS makes decisions, how terms are negotiated with companies, how monitoring happens, and more.
This week, we sit down with Steve Klemencic, a former division chief of the DoD’s Defense Intelligence Agency. Klemencic, who helped stand up the National Intelligence Council’s CFIUS Support Group and the FBI’s Foreign Investment Unit, explains the (hidden) costs associated with NSAs.
In case you missed it, we recently sat down with Thomas Feddo, the former Assistant Secretary for Investment Security at Treasury, where he led CFIUS. Hear his thoughts on recent Congressional proposals, foreign cooperation, mitigation agreements, and more.
As we’ve reported extensively, CFIUS is increasingly utilizing mitigation agreements to resolve national security risks. This week, two experts provide recommendations that organizations should consider as they work through the mitigation agreement process.
As FIW readers know, we scour SEC disclosures daily to unearth CFIUS filings, clearances and more. Occasionally, we find trends and anomalies worth hitting with a spotlight. This week we highlight uniform “foreign person” declarations, CFIUS-related termination rights, and more.
As we covered back in July, the number of mitigation agreements monitored by the DoJ has nearly doubled. So this week, we turned to Keith Ausbrook, an expert on monitoring and compliance, to outline practical steps that may be helpful when mitigation is required.
This week, we speak (virtually, of course) with Michael Rose, National Practice Leader for CFIUS Advisory Services at EisnerAmper. On tap: Pre-filing risk assessments; pitfalls for companies to avoid; controls and procedures to ensure compliance with mitigation agreements; third-party compliance audits; and more.
A leader of the DoJ’s National Security Division has provided some great details on compliance and enforcement of mitigation agreements. Of note: The DoJ conducted 35 site visits last year to monitor compliance. Details, key takeaways, the full speech, and contact information are inside.
As we reported last month, the most recent report from CFIUS provided data on covered transactions, filings and investigations. This week, two experts look at the data to provide insights into mitigation measures negotiated and adopted in 2018. Their examples of mitigation measures proposed are inside, as are extensive details, contact information, and related resources.