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. 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.

On-Demand: April 25, 2025

2 hour CLE

Tuition: $195.00
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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

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

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Approved for Self-Study Credits
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hours

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Approved For On-Demand Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hours

Maryland

No MCLE Required
2 CLE Hours

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hours

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for Self-Study Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General Minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Approved for Self-Study Credits
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Approved for Self-Study Credits
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hours

Tennessee

Approved for Self-Study Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved for Self-Study Credits
2 Law & Legal

Wisconsin

Approved for Self-Study Credits
2. General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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