On January 13, 2020, the U.S. Department of the Treasury (the “Treasury”) issued final regulations to implement the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) that become effective on February 13, 2020 (the “Final FIRRMA Regulations”). The Final FIRRMA Regulations significantly expand the jurisdictional scope of the Committee on Foreign Investment in the United States (“CFIUS”), while also introducing exceptions that limit CFIUS’ authority to review certain foreign investments. The Final FIRRMA Regulations also make procedural changes concerning the form, length and voluntary nature of certain CFIUS submissions and reviews.
Notably, the Final FIRRMA Regulations withdraw the FIRRMA Pilot Program (the “Pilot Program”) with respect to foreign investments involving critical technologies, although many provisions of the Pilot Program have been incorporated into the Final FIRRMA Regulations. In addition, the Final FIRRMA Regulations preserve CFIUS’ legacy jurisdiction over any transaction that results in a foreign person acquiring control of a U.S. business (a “covered control transaction”).