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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Tuesday, January 28, 2025

  • 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.

$347.00
CLE
ALL

This CLE webinar will analyze the new rule expanding the geographic scope of the Committee on Foreign Investment in the United States' (CFIUS) authority to review transactions by foreign persons in U.S. real estate. The panel will discuss the implications of this rule for foreign investors, businesses, and real estate developers and the importance of evaluating potential CFIUS issues during the early stages of a transaction.

Faculty

Almira Moronne
Partner
Davis Graham & Stubbs LLP

Ms. Moronne's practice focuses on mining and foreign investment transactions and natural resources development on public and private lands. She represents junior, mid-level and senior mining companies at all stages of project development, as well as the investors and lenders that finance mining projects through traditional equity, lending, royalty, and streaming arrangements. Ms. Moronne also works with clients in a wide range of industries in cross-border transactions and joint ventures, with expertise in navigating the national security screening process under the Committee on Foreign Investment in the United States (CFIUS).

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Katie Clarke
Counsel, CFIUS
Skadden Arps Slate Meagher & Flom LLP

Ms. Clarke counsels clients on CFIUS transactional risk and structuring issues, as well as in steering transactions through CFIUS reviews and investigations. She has significant experience negotiating complex national security agreements with CFIUS member agencies and regularly assists clients in navigating the implementation of these agreements. Ms. Clarke advises a diverse group of clients on transactions ranging from early-stage fundraising to public company mergers across a variety of industries such as artificial intelligence, semiconductors, social media, renewable energy, aerospace, fintech, insurance, manufacturing, real estate, biotech, defense contracting and private equity.

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Michelle A. Weinbaum
Of Counsel
Gibson, Dunn & Crutcher LLP

Ms. Weinbaum advises clients on cross-border transactions and national security compliance matters including reviews before CFIUS, the Defense Counterintelligence and Security Agency, and Team Telecom, as well as export controls (ITAR/EAR), sanctions, foreign direct investment, and government contracts matters. In addition to leading national security reviews of hundreds of transactions, she has significant experience negotiating complex national security agreements with CFIUS and DCSA (including Proxy Board arrangements, Special Security Agreements, Security Control Agreements, and specialized board resolutions). Ms. Weinbaum has represented a variety of clients including public companies, private equity, hedge funds, venture capital, large and small defense contractors, SPAC's, and sovereign wealth funds, across a diverse array of industries.

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Description

On Nov. 7, 2024, the Office of Investment Security of the Department of the Treasury implemented a final rule expanding the authority of CFIUS to review real estate transactions involving foreign persons near certain military installations and other sensitive U.S. government facilities. The final rule, which impacts transactions entered into on or after Dec. 9, 2024, is part of a growing trend of recent state and local legislative changes and ongoing federal bills increasing regulatory scrutiny over foreign real estate investments in the U.S.

Although notifying CFIUS of foreign real estate investments is not mandatory, CFIUS has indicated its commitment to reviewing non-notified transactions as evidenced by the first ever divestment ordered by the President pursuant to the CFIUS real estate regulations. Also, CFIUS retains the discretion to review transactions under its jurisdiction at any time even after the transaction has closed. In some cases, a voluntary filing with CFIUS may be prudent to avoid potential required changes or mitigation measures, including even possible divestiture, after closing.

In light of the heightened scrutiny surrounding foreign ownership of U.S. real estate, counsel representing foreign investors, businesses, and developers must conduct thorough due diligence on potential transactions to ensure compliance with the expanding regulatory framework and guide their clients through an assessment of national security risks.

Listen as our authoritative panel discusses the heightened scrutiny of foreign investment in U.S. real estate and provides guidance and tips for ensuring compliance with the evolving regulatory landscape.

Outline

  1. Overview: CFIUS' real estate jurisdiction
  2. New final rule expanding CFIUS' jurisdiction over certain real estate transactions
  3. Broader federal and state trend of heightened scrutiny over foreign real estate investments near sensitive U.S. locations
  4. Implications of new CFIUS rule for foreign investors, businesses, and developers
  5. Assessing possible exposure to CFIUS review as part of a transaction
  6. When to make a voluntary filing with CFIUS
  7. Practitioner takeaways

Benefits

The panel will discuss these and other key considerations:

  • How does the new rule expand CFIUS' jurisdiction regarding foreign purchases or leases of U.S. real estate?
  • What are the practical implications of the new rule for foreign investors, businesses, and developers?
  • How does the new rule align with other state and federal measures regulating foreign ownership of U.S. real estate?
  • What are key considerations when assessing potential CFIUS issues in a real estate transaction?
  • Under what circumstances might it be prudent to submit a voluntary filing with CFIUS?