Next Steps in the Development of National Security Reviews Under CFIUS *
Businesses participate in approximately 20,000 to 40,000 cross-border activities a year. This includes mergers, acquisitions, divestitures, joint ventures, teaming agreements, evaluation arrangements and technology transfer licenses. In each instance, the parties conduct due diligence to assess the risks associated with completing the transaction, as well as the manner in which the transaction should be competed. The critical need for substantive and complete due diligence has taken on a new urgency based on recent US and foreign government interest in reviewing and clearing cross-border transactions from a national security perspective. In the US, the Committee on Foreign Investment in the United States (CFIUS) reviews cross-border transactions that meet certain thresholds to assess whether the transaction raises any “unresolved national security concerns.” Recent deal decisions and CFIUS determinations have highlighted the breadth and depth of how the US Government defines national security. From big data to personal information to artificial intelligence and robotics, the types of transactions that raise national security concerns has increased exponentially.
Within this construct, please join us as we discuss how to conduct due diligence in cross-border transactions that will be reviewed by CFIUS. We will review: 1) key areas to address; 2) handling cyber due diligence – what does it mean and how is it handled; 3) addressing risk thresholds – what requires more diligence and what can be handled through representations and warranties. The session will also highlight important takeaways from the Lattice Semiconductor, Kuka Robotics, Broadcom-Qualcomm and other deals where the Committee or the President has taken action.