Regulatory Challenges in Foreign Investment: CFIUS Review, FOCI Risks, and Outgoing Regulations

Tod Northman
Tod Northman | Tucker Ellis LLP

Tod Northman has 30 years of broad business and corporate law experience in commercial law, business transactions, artificial intelligence technology, contract negotiation and dispute resolution, mergers and acquisitions, and real estate.

Live Video-Broadcast: April 25, 2025
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Program Summary

According to the most recent data, the United States is the top destination of foreign direct investment (FDI) globally. Through acquisitions, opening establishments, or expansion of existing ones, foreign firms invested a total of $177 billion in the United States in 2022. For decades and across administrations, the United States has provided foreign companies with a stable and welcoming market in which to invest.

Since the turn of the century, and especially over the past decade, however, US policy makers have become concerned that such openness to foreign investment presents profound risks to US national security. This concern is well illustrated by the expanded authority granted to the Committee on Foreign Investment (CFIUS) to review covered control transactions and covered investments under the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). More popularly, the federal government’s (temporary) banning of TikTok underscores the increased scrutiny foreign investment faces.

This program will present an overview of the CFIUS process, the coverage of which will continue to grow and reach ever-more transactions. From a sleepy backwater of administrative law forty years ago, foreign investment has become one of the most important and nuanced challenges to investments and acquisitions of U.S. businesses by foreign investors – including minority passive investments as small as 10% of a U.S. business’s ownership.

Key topics to be discussed:

  • Regulation of foreign investment in united states through covered transactions under CFIUS
  • Foreign ownership, control, or influence (FOCI) when a foreign entity has the power to direct or influence the management or operations of a company
  • Evaluating various types of FOCI risk
  • Department of defense’s approach to addressing FOCI risk
  • Outgoing foreign investment regulations from the United States

Date / Time: April 25, 2025

  • 1:00 pm – 3:10 pm Eastern
  • 12:00 pm – 2:10 pm Central
  • 11:00 am – 1:10 pm Mountain
  • 10:00 am – 12:10 pm Pacific

Closed-captioning available

Speakers

Tod Northman_ Tucker Ellis LLP._myLawCLETod Northman | Tucker Ellis LLP

Tod Northman has 30 years of broad business and corporate law experience in commercial law, business transactions, artificial intelligence technology, contract negotiation and dispute resolution, mergers and acquisitions, and real estate.

With a skillful combination of negotiations and corporate counseling, Tod helps guide clients through difficult situations with pragmatic advice and a can-do attitude. Tod represents publicly traded and privately held companies in diverse industries across the country and has expertise in the aviation and autonomous vehicles industries.

In his aviation practice, Tod represents cargo conversion companies, maintenance and repair organizations, financial institutions, high-net worth individuals, and middle-market corporations in connection with the acquisition and disposition of corporate and commercial aircraft portfolios and the related financing and/or leasing thereof. He also advises clients on conversion contracts, maintenance, service and supply contracts, leases, and FAA and DOT regulatory matters.

In his autonomous vehicles practice, Tod focuses on advising businesses on acquisitions, contract negotiation, corporate structure, artificial intelligence technology, and regulatory compliance.

Agenda

I. Regulation of foreign investment in united states through covered transactions under CFIUS | 1:00pm – 1:30pm

II. Foreign ownership, control, or influence (FOCI) when a foreign entity has the power to direct or influence the management or operations of a company | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. Evaluating various types of FOCI risk | 2:10pm – 2:25pm

  • Foreign adversaries may attempt to acquire sensitive or proprietary data from small businesses during due diligence, before investing
  • Foreign adversaries may structure their investments to avoid scrutiny or route investments through intermediaries to hide the money’s origin
  • The source of FOCI affects the severity of risk associated with FOCI. Close allies of the U.S. are generally considered low FOCI risk while foreign countries of concern (FCOC) like Russia, North Korea, Iran, and China pose much greater FOCI risk.

IV. Department of defense’s approach to addressing FOCI risk | 2:25pm – 2:50pm

V. Outgoing foreign investment regulations from the United States | 2:50pm – 3:10pm

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