CFIUS Advisory Services

Investors and corporate dealmakers look to K2 Integrity to assist with national security requirements set by the Committee on Foreign Investment in the United States (CFIUS) and foreign investment review mechanisms in place or in development in other countries. We help provide greater insight across all aspects of cross-border deals, including implementation.

In response to concerns about foreign countries acquiring access to sensitive technologies or sensitive personal data that could have implications for national security, governments around the world are expanding and strengthening the scope of their evaluations of cross-border mergers and acquisitions and other off-shore investments. The Committee on Foreign Investment in the United States is the interagency committee authorized to review transactions such as these that involve foreign investment in the United States.

We assist a broad range of clients including law firms, private equity and other institutional investors, financial institutions, strategic acquirers, sellers and acquisition targets with respect to matters that raise national security considerations falling within the scope of CFIUS under the recent changes made to CFIUS by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). Our teams are well versed in the existing or developing national security review regimes in other countries, such as those in the UK, Germany, Canada, and Australia.

Our experts assess transaction risks based on independent fact-finding. They have the depth of subject-matter expertise needed to surface hidden threats, identify potential vulnerabilities to national security and consequences if exploited, and act as third-party compliance monitors or security officers for government-imposed sanctions, export control, cybersecurity, access control, and other types of regulatory mitigation measures.

We not only have experience addressing CFIUS requirements and compliance criteria but have served as senior policy officials spearheading work on a broad range of international economic policy topics including the development and implementation of foreign investment and inward investment regimes such as the CFIUS, trade and investment negotiations and trade enforcement, financial crimes compliance, international financial regulations, and compliance solutions involving the multilateral development banks or in high-risk environments.

We provide consulting support to an entity and/or its counsel in all phases of the CFIUS review process.

Assessment. “Will this deal present an issue under CFIUS?” In connection with making that determination, clients often require an independent understanding of the universe of potential national security risks the proposed transaction could raise. We have the expertise needed to support decision making and map the national security risks to an entity’s policies, procedures, technology and people including regulatory risk, geopolitical risk, and data integrity and cyber risk.
Mitigation and Remediation. As part of a larger program to address concerns CFIUS may have with a proposed transaction, we develop and implement remediation plans to mitigate the residual national security risks presented by the transaction.
Monitoring and Compliance. We ensure that CFIUS mitigation agreements or orders are complied with and to oversee compliance with negotiated settlements in other areas. We have extensive experience serving as independent third-party monitors and security officers and engaging with regulators to ensure effective compliance, reporting and follow through with transaction requirements.

We offer support to companies both within and outside the United States, including those with cross-border operations. Our global team is made up of experts fluent in more than 40 languages able to operate with ease in more than 130 countries. Most importantly, our teams are proficient in not only U.S. regulations but those of countries around the world and have experience working within jurisdictions and for government leaders on the global stage.

Our multidisciplinary teams of experts are made up of former U.S. government officials, including those from key CFIUS agencies such as the Department of the Treasury, the Department of Justice, Department of State, Department of Commerce, both the National Security Council and National Economic Council, and the White House; former regulators, law enforcement and intelligence professionals, prosecutors and attorneys in private practice, compliance officers, technology experts, forensic accountants, and cybersecurity experts.

K2 Integrity collaborated with Tom Fox, founder of the FCPA Compliance and Ethics Blog, for a podcast series on navigating the Committee on Foreign Investment in the United (CFIUS) risks with business intelligence.

The series features interviews with David Holley and Him Das, co-leads of the CFIUS Advisory Services practice. Topics include identifying risks as part of the CFIUS process, actionable tips to mitigate risks through proactive management, compliance frameworks, cyber risk and access controls, and effective monitoring.

Episode One: Identifying Threats and Vulnerabilities
What is CFIUS and what vulnerabilities can investments expose? David Holley shares an overview of CFIUS and expanded authorities under FIRRMA. He also examines how business intelligence can address CFIUS concerns and assist in uncovering and evaluating risk. Core areas of risk mitigation include:

An understanding of the identities and backgrounds of the parties to the transaction.
The ability of a foreign investor to gain access, business information, business data, material or other nonpublic technical information.
An understanding of how an organization will respond to a potential data loss.

Learn more by listening to the episode below (Air Date: March 23, 2020).