How screening authorities raise concerns
CFIUS has staff dedicated to identifying transactions that were not filed, and it can review a closed deal when it sees potential national security risk. A non-notified inquiry often begins with a request for information about the parties and the business. During a formal review, concerns may surface as follow-up questions, a request to withdraw and refile to allow more time, or a proposal for mitigation. In rare cases, CFIUS can refer a transaction to the President, who can block it or order divestment. Other countries run their own investment screening, and a single deal may face several reviews at once.
Penalties and missed filings
Failing to make a mandatory filing or breaching a mitigation agreement can lead to civil penalties, and CFIUS has expanded its enforcement activity in recent years. Responses to the committee must be accurate and complete, and knowingly false statements carry separate legal risk. Companies sometimes uncover a missed filing themselves, and how and when it is raised with the government can affect how the matter is resolved. Internal documents describing the deal's purpose, including emails among executives, may be requested and should be preserved. Assurances that executives or investors gave the government earlier will be compared with what the company later did.
Building the defense
We start by understanding the investor, its ownership and any government ties, the U.S. business, and how the transaction was structured. We prepare responses that are complete and consistent with the record, and we identify which concerns can be addressed through targeted mitigation rather than broad restrictions. Where a deal may be blocked, we discuss restructuring, abandonment, or other options with you early, before positions harden. In a first consultation we review the correspondence received so far and the deadlines it sets. Because responses to the committee often come due quickly, we organize document collection and witness interviews from the start.
