LAW 672 - Topics in U.S. Foreign Investment Screening

This one-credit pass/fail course will provide students with a high-level overview of U.S. foreign direct investment rules, focusing on the Committee on Foreign Investment in the United States (CFIUS) and its jurisdiction to review foreign investments in U.S. businesses. The course will cover: (i) the history of CFIUS, the role of its member agencies, and the development of new regulations under the Foreign Investment Risk Review and Modernization Act of 2018, (ii) the basic contours of CFIUS’s jurisdiction over control transactions, covered investments, and real estate transactions, (iii) how CFIUS arises in the context of typical M&A and private equity transactions, (iv) how CFIUS evaluates the risk of transactions and its authority to place conditions on or block/unwind investments and, (v) subject to time, the development of foreign direct investment regimes in other countries, particularly in Canada, the UK, and Europe and/or the rise in U.S. state foreign investment screening.
Students will learn how to conduct basic CFIUS diligence in the context of a transaction, how to identify and describe CFIUS-related regulatory risk for exemplar transactions, and the general structure of a regulatory filing with CFIUS. Students will also learn (i) practical skills to use when providing CFIUS analysis verbally and in writing at the level that would be expected from a junior associate (or summer associate) and (ii) about the role of lawyers at firms, in-house, and in government in applying the CFIUS regulations. Students will be evaluated with a timed, written test containing several short answer questions about CFIUS applicability to a transaction, CFIUS risk, and a policy argument concerning expanded CFIUS jurisdiction. Students will be assessed on a written assignment due after the end of the course.