About the Course
Introduction
This CLE webinar will examine the role and jurisdiction of the Committee on Foreign Investment in the United States (CFIUS) and the impact on M&A transactions involving foreign investors. The panel will discuss CFIUS' expanded review authority, the priorities of the Trump administration's "America First" CFIUS policies, notice and filing requirements, considerations when conducting due diligence and structuring the transaction, and how to address risks and costs associated with the current CFIUS regime in acquisition agreements.
Description
CFIUS conducts national security reviews of foreign investment into and out of the United States. CFIUS has jurisdiction to review most inbound M&A transactions, and it has the authority to mitigate perceived national security risks on a pre- and post-closing basis. The role of CFIUS has evolved from a voluntary process impacting a limited number of industries to a mandatory filing regime that can have a significant impact on any foreign person or entity's acquisition of or investment in a U.S. business in a number of economic sectors. Most critically, CFIUS now considers the scope of national security risks broadly, mirroring the transition to a view that economic security is integral to national security.
A notable theme from the 2024 CFIUS Annual Report that was released to Congress in August 2025 was that while the agency is prioritizing efficiency and streamlining reviews for trusted allied investors, it is also applying increased scrutiny to certain transactions, expanding its jurisdictional reach, and increasing enforcement actions.
Counsel in M&A transactions involving foreign parties must understand the potential risks and pay careful attention to whether a CFIUS notification filing is required and evaluate the risk that a covered transaction could be denied before significant resources are committed to consummating a transaction. Counsel should also assess whether acquisition documents include appropriate provisions addressing potential CFIUS review, including the notice and reporting obligations of the parties and the consequences should the deal be denied.
Listen as our authoritative panel explores these and other issues and provides guidance for factoring CFIUS review into deal strategies, structures, and timelines.
Presented By
Mr. Christensen is a former CIA officer and diplomat. He is a national security law practitioner, focusing on cybersecurity and data protection, export controls and sanctions and national security reviews of mergers, acquisitions, and investments. Mr. Christensen combines his experience as a former CIA officer, a diplomat with the US Mission to the OECD in France, and an attorney to shape and inform the advice he provides to clients on enterprise risks involving cybersecurity, national security, and complex international business matters. He has overseen many serious cybersecurity incidents, including ones involving nation state threat actors and organized criminal groups employing ransomware.
Ms. Hague advises clients on complex cross-border transactional and counseling matters that touch U.S. national security and foreign investment, including reviews by the Committee on Foreign Investment in the United States (CFIUS), economic sanctions administered by Treasury’s Office of Foreign Assets Control (OFAC), export controls (ITAR/EAR), antiboycott regulations, anti-money laundering laws and regulations (FinCEN), and anti-corruption (FCPA).
Mr. Racco advises clients on a wide range of international trade regulations, including sanctions and export controls under the Export Administration Regulations, Foreign Trade Regulations, International Traffic in Arms Regulations), and Office of Foreign Assets Control regulations. He also routinely counsels clients on the Committee on Foreign Investment in the United States (CFIUS) regulations, anti-boycott laws, Withhold Release Orders, and anti-corruption laws including the Foreign Corrupt Practices Act. Mr. Racco provides clients with a variety of trade compliance services, such as: transaction-related due diligence; counseling on, and the preparation of, filings to CFIUS; determining the export classifications of products; advising on and preparing export license applications; providing advice and counsel on a wide range of sanctions questions; complying with, and challenging WROs and findings of forced labor by Customs and Border Protection; delivering compliance training; and helping clients design and implement tailored international trade compliance policies and procedures. In addition, he has conducted hundreds of internal investigations related to potential violations of international trade compliance regulations and has extensive experience drafting voluntary disclosures to relevant agencies.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, February 4, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Market review: current foreign investment trends
II. Regulation of foreign direct investment in inbound and outbound transactions
III. Transition of CFIUS from a voluntary reporting regime to a mandatory filing regime
IV. CFIUS notice and approval process
V. Considerations for M&A transactions
A. Best practices for conducting due diligence and implementing risk mitigation measures
B. Provisions to address CFIUS review in acquisition documents
C. Options to structure transactions to reduce CFIUS exposure, such as passive investments and limited partner/general partnerships
VI. Lessons learned from recent enforcement actions, investigations, and penalties
VII. Practitioner pointers and key takeaways
The panel will review these and other key considerations:
- How has the authority of CFIUS expanded in the last few years, and how has this impacted M&A transactions?
- What are the CFIUS notification requirements, and how should they be addressed in acquisition agreements?
- What are recent developments in seeking CFIUS approval and strategies for securing approval?
- How should the parties address the risk that a proposed deal will be denied between contract and closing?
- What is the appropriate level of due diligence that sellers should conduct on potential buyers?
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