CFIUS Review & National Security Filings
When a foreign investor buys into a U.S. business that touches technology, infrastructure, or personal data, a federal committee can review the deal on national-security grounds, and in some cases the filing is mandatory. We assess CFIUS risk early and handle the filing, so a review does not derail the transaction.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
4
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
CFIUS attorneys for Bellevue and Seattle foreign investors
Oseran Hahn advises foreign investors and the U.S. companies they invest in on review by the Committee on Foreign Investment in the United States. We assess at the outset whether a deal is subject to CFIUS, determine whether a filing is mandatory or voluntary, prepare the declaration or full notice, respond to the committee's questions, and negotiate mitigation when national-security concerns arise. The analysis matters most early, while the deal can still be structured around it, which is why we raise CFIUS at the term-sheet stage rather than the closing table.
CFIUS turns a private deal into one the federal government can review, block, or unwind, so the analysis belongs at the start of the transaction. We assess whether the deal is a covered transaction; we determine whether a filing is mandatory or a voluntary filing is wise; we prepare the declaration or full notice; we manage the review and any investigation; and we negotiate the mitigation agreement that lets a sensitive deal proceed.
What CFIUS is and when it applies
The Committee on Foreign Investment in the United States is an interagency body that reviews foreign investments for national-security risk under Section 721 of the Defense Production Act (50 U.S.C. §4565). Its authority was significantly expanded by the Foreign Investment Risk Review Modernization Act of 2018, and the implementing regulations sit at 31 CFR Part 800 for businesses and Part 802 for real estate. CFIUS can review a deal before closing and, in some cases, years after, with the power to recommend that the President block or unwind it. We determine early whether a transaction is within its reach.
Covered transactions and TID businesses
Not every foreign investment is reviewable. CFIUS focuses on covered transactions, which include any deal that could give a foreign person control of a U.S. business, and certain non-controlling investments in TID businesses, those involving critical technology, critical infrastructure, or sensitive personal data of U.S. citizens. Real estate near sensitive sites is covered separately. We analyze the target against these categories to determine whether and how CFIUS applies, because the category drives everything that follows.
Mandatory versus voluntary filing
Most CFIUS filings are voluntary, but some are mandatory, notably certain deals involving critical technology or substantial foreign-government ownership, and skipping a required filing carries civil penalties. Even when filing is optional, a voluntary submission can be worth making to obtain a safe-harbor clearance that prevents the deal from being reopened later. We advise whether a filing is required, and whether a voluntary one is the prudent call, given the risk of an after-the-fact review.
Declarations, notices, and the review
CFIUS filings take two forms: a short declaration, which seeks a fast response within a 30-day assessment, and a full written notice, which triggers a 45-day review that can extend into a 45-day investigation. We prepare the filing, marshal the corporate and ownership information the committee requires, respond to follow-up questions during the review, and manage the timeline against the deal's closing schedule, so the parties know where they stand.
Mitigation, clearance, and enforcement
When CFIUS identifies a concern, it often does not block the deal but conditions it on a mitigation agreement: measures like governance restrictions, security protocols, or limits on access to sensitive data or technology. We negotiate those terms to keep them workable for the business. We also counsel on the consequences of proceeding without clearance, including penalties and forced divestment, and on the enforcement posture CFIUS has taken in recent years. This work usually runs alongside an acquisition; see Cross-Border M&A and U.S. Business Formation for the deal itself.
More than forty years guiding foreign investors through U.S. transactions, including the regulatory reviews that come with sensitive sectors. We raise CFIUS early, while the deal can still be shaped around it.
CFIUS handled with the deal.
A national-security review is part of the transaction, not a separate errand. We assess and file CFIUS alongside the acquisition, so the review timeline and the closing schedule are managed together.
We raise it early.
The cheapest time to deal with CFIUS is at the term sheet, when the deal can still be structured to reduce risk. We flag it then, not at the closing table where options have run out.
Straight about the risk.
Some deals should file, some must, and some are better restructured. We give a clear read on which category a transaction is in, and what proceeding without clearance would actually cost.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
What is CFIUS, and why does it matter to my deal?
CFIUS is a U.S. government committee that reviews foreign investments for national-security risk. It matters because it can block a deal, force changes, or even unwind a closed transaction years later. If a foreign investor is buying into a U.S. business that touches technology, infrastructure, or personal data, CFIUS may have a say.
Is my filing mandatory or voluntary?
It depends on the deal. Most filings are voluntary, but some are mandatory, particularly those involving critical technology or significant foreign-government ownership. Missing a required filing brings penalties. Even when it is optional, filing can be worth it to secure a clearance that stops the deal from being reopened. We assess which applies.
What is a TID business?
TID stands for critical technology, critical infrastructure, and sensitive personal data. Foreign investments in these U.S. businesses get heightened CFIUS scrutiny, and even a non-controlling stake can be reviewable. If the target handles sensitive technology, runs critical infrastructure, or holds large amounts of Americans' personal data, it is likely a TID business.
How long does a CFIUS review take?
A short declaration seeks a response within about 30 days. A full notice triggers a 45-day review that can extend into a 45-day investigation, so a notice can run roughly 90 days or more. We manage the filing against your closing timeline and tell you early which path your deal is likely on.
What happens if CFIUS has concerns?
Often the deal still proceeds, but with a mitigation agreement: conditions such as governance limits, security measures, or restrictions on data and technology access. We negotiate those terms to keep them practical. If concerns cannot be resolved, CFIUS can recommend the President block or unwind the deal, which is why early analysis matters.
Recentarticles.
Tell us about the target and the investor, ideally at the term-sheet stage. A foreign investment attorney will follow up within one business day, and the first conversation is confidential.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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