The main layers
CFIUS reviews certain foreign investments for national security risk, and some transactions require a mandatory filing before closing. Separate federal rules limit foreign ownership or control in industries such as broadcasting, domestic airlines, coastal shipping, and nuclear energy. The Bureau of Economic Analysis requires reports on many foreign investments in U.S. businesses for statistical purposes, and those filings are mandatory even though they do not approve or block anything. Foreign holdings of agricultural land must be reported to the Department of Agriculture, and a growing number of states restrict or condition land ownership by foreign investors, particularly those tied to certain countries.
How the layers interact
These rules run in parallel, so clearing one does not satisfy another. A deal that needs no CFIUS filing may still require a sector regulator's approval, and a purchase of farmland may raise state law questions even when federal agencies have no concern. The investor's nationality, ownership chain, and any links to a foreign government often matter across several regimes at once. Rules in this area change often, and some state laws have been challenged in court, so the current status of each rule should be confirmed before relying on it.
Questions for a first review
We start by learning who the investor is, including its ultimate owners, and what U.S. business, technology, or property it plans to acquire. We then identify which parts of FDI law are likely to apply and whether any filing must be made before closing. For a deal already signed or closed, we check whether a required filing may have been missed and discuss how to address it. Bring a structure chart, a description of the target business, and any draft agreements. The aim of that first review is a clear list of the approvals and reports the investment needs, in the order they should be handled.
