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CFIUS and Private Equity Funds: Expanded Review of Foreign Investments, Filing Requirements

Structuring Investments to Minimize CFIUS Risk

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, January 5, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the impact of the Foreign Investment Risk Review Modernization Act (FIRRMA) on private investment funds. The panel will discuss the regulatory hurdles and filing requirements associated with CFIUS review, and how best to structure foreign investments in private equity and other investment funds to minimize CFIUS risk.


FIRRMA, included as part of the National Defense Authorization Act for Fiscal Year 2019, expanded CFIUS oversight beyond controlling transactions to a more nuanced category of non-controlling transactions by U.S. businesses with foreign persons. Private equity firms must carefully examine their CFIUS profile and the level and nature of their ownership in a broader range of investments in U.S. companies.

CFIUS will have approval authority over non-controlling investments in companies involved with critical technology, critical infrastructure, and sensitive data regarding U.S. persons. It will also have the authority to review changes in investor rights that could lead to a covered transaction and certain real estate transactions and transactions that evade or circumvent CFIUS jurisdiction.

Subject to the satisfaction of specific management control and other criteria, foreign limited partners in private equity, venture capital, and hedge funds can qualify for an exclusion from CFIUS jurisdiction. Counsel must have a thorough understanding of the types of foreign investment subject to review and exemptions available to funds whose foreign investments meet exemption criteria.

FIRRMA also changed the CFIUS regime from a voluntary system to one where filings will be mandatory in certain circumstances. Such filings must be made for transactions where a foreign government acquires a "substantial interest" in a U.S. business. CFIUS may also require mandatory filings for investments in U.S. companies involved in certain critical technologies.

Listen as our authoritative panel discusses these and other reforms to CFIUS procedures and the implications of those reforms to structure private equity funds and joint ventures involving foreign investors.



  1. CFIUS: authority before recent reform; M&A review
  2. FIRRMA: policy concerns with other types of foreign investment
  3. Expanded CFIUS authority
    1. Non-controlling investments in companies involved in critical technology, critical infrastructure, and sensitive personal data
    2. Deals involving real estate close to sensitive U.S. government facilities and air or seaports
    3. Changes in investor rights that would result in control of a U.S. business or a covered non-controlling investment
    4. Transactions intended to evade or circumvent
  4. Carveouts for investment funds
  5. Mandatory and voluntary declarations
  6. Other significant changes


The panel will review these and other high priority issues:

  • How does FIRRMA expand CFIUS' authority to review foreign investment in the United States?
  • What types of investments are of most concern to CFIUS under the new regime?
  • How should investment funds respond to this new law?


Mancuso, Mario
Mario Mancuso, P.C.

Kirkland & Ellis

Mr. Mancuso leads the firm’s International Trade and National Security Practice. A former senior member of the...  |  Read More

Kaniecki, Chase
Chase D. Kaniecki

Cleary Gottlieb Steen & Hamilton

Mr. Kaniecki’s practice focuses on international trade and national security matters, including CFIUS, economic...  |  Read More

Hague, Lucille
Lucille (Luci) Hague

Kirkland & Ellis

Ms. Hague advises clients on complex cross-border transactional and counseling matters that touch U.S. national...  |  Read More

Davis, Christian
Christian C. Davis

Akin Gump Strauss Hauer & Feld

Mr. Davis’ practice focuses on U.S. law and policy affecting international trade and business. He advises clients...  |  Read More

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