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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, July 10, 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 explore the implications of the new Outbound Investment Rules on loan documentation and lender due diligence processes. The panel will summarize the new regulatory framework and highlight compliance and risk management procedures for lenders and key considerations for borrowers.

Faculty

Christine Laciak
Special Counsel
Freshfields US LLP - Washington

Ms. Laciak advises clients with respect to global foreign investment review regulations, including in particular with respect to U.S. national security reviews conducted by the Committee on Foreign Investment in the United States (CFIUS). She has over a decade of experience guiding companies through the CFIUS process, from the due diligence and contract negotiation phase, to the strategic risk assessment and notification and review phases. Ms. Laciak is a recognized expert on global foreign investment review regimes and serves as a leader of the firm’s global foreign investment review team. She combines her global perspective on foreign investment review regimes with her substantial experience advising clients in connection with CFIUS reviews to ensure a coordinated global approach. With her additional merger control expertise, Ms. Laciak regularly advises on the intersection of foreign investment and merger control regimes in cross-border transactions.

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Description

The new Outbound Investment Rules established by the Treasury Department and effective Jan. 2, 2025, restrict investment by U.S. persons in targeted sectors in "countries of concern" (currently limited to China, Hong Kong, and Macau). Under the new rules, certain defined persons cannot enter into prohibited transactions and are required to notify the Treasury Department of certain notifiable transactions. 

The new rules set forth various types of "covered transactions" that may apply to lenders under certain circumstances. Specifically, a "covered transaction" may include common debt financing structures such as convertible loans, secured loans, warrants, royalty and revenue interest financings, and capital call financings. 

The new rules also contain a number of safe harbors and exceptions. It is critical that lenders and borrowers understand the potential impact these rules have on their transaction timelines and documentation. Lenders must also reevaluate their compliance and risk management procedures as well as loan structures and documentation to mitigate risks and avoid violations that could result in significant fines and penalties.

Listen as our authoritative panel reviews the new outbound investment regulatory framework for loans and debt financing transactions and provides guidance for putting appropriate risk-based compliance measures in place.

Outline

I. Overview of the new Outbound Investment Rules

II. Covered transactions

III. Covered foreign person

IV. Required level of due diligence: "reasonable and diligent inquiry"

V. Prohibited and notifiable transactions

VI. Exceptions and safe harbors

VII. Enforcement and penalties

VIII. Application of new rules to loans and debt financings

IX. Actions for lenders

A. Assessing whether the new rules apply

B. Updating due diligence processes

C. Negotiating new provisions in loan agreements: LSTA suggested language

D. Continued monitoring to handle ongoing diligence requirements over the life of the loan

X. Considerations for borrowers: more restrictive loan terms, longer transaction timelines, strategic transaction structures, and increased disclosure requirements

XI. Potential expansion of the rules going forward in accordance with the America First Investment Policy

Benefits

The panel will address these and other key considerations:

  • What types of transactions are "covered transactions" and who qualifies as a "covered foreign person"?
  • What are the implications of the new rules on loan transactions and debt financings?
  • How should lenders adapt their due diligence processes and loan documentation to account for the new regulatory framework?
  • What are practical considerations for borrowers in China, Hong Kong, and Macau?