Cross-Border Corporate Regulatory Advisory for Foreign Investors

The Committee on Foreign Investment in the United States may review certain transactions involving foreign investment in U.S. .usinesses, including transactions involving critical technology, critical infrastructure, or sensitive personal data.

Although many CFIUS filings are voluntary, mandatory declarations apply to certain covered transactions involving critical technologies and certain transactions in which a foreign government acquires a substantial interest. Whether a filing is mandatory depends on the specific transaction and applicable CFIUS regulations.

Parties may submit a short-form declaration or, where appropriate, a formal notice. A formal notice generally begins a CFIUS review period of up to 45 days, with an additional investigation period possible when further national security review is required.

Failure to make a required CFIUS filing can expose transaction parties to significant enforcement action. CFIUS may investigate non-notified transactions, impose civil monetary penalties for qualifying violations, require mitigation measures, and address national security concerns even after a transaction has closed.

Under current CFIUS regulations, maximum civil penalties for certain violations can reach the greater of $5 million or the value of the transaction, depending on the violation. Early review by a cross-border corporate regulatory advisory law firm can help identify filing requirements before closing.

Foreign private issuers subject to U.S. Exchange Act reporting requirements follow specialized disclosure rules. Form 20-F generally must be filed within four months after the issuer's fiscal year-end.

Form 6-K is used to furnish specified information that a foreign private issuer makes public under home-country law, files with a foreign securities exchange, or distributes to security holders when the information falls within the applicable reporting requirements.

• Form 20-F: Annual reporting generally due within four months after fiscal year-end.
• Form 6-K: Reporting of qualifying information disclosed in the issuer's home market or to security holders.
• SOX Section 404: Management assessment of internal control over financial reporting, with auditor attestation where applicable.

Integrating accounting compliance into financial reporting procedures can help foreign private issuers address U.S. disclosure obligations.

Failure to satisfy applicable securities reporting requirements can lead to SEC scrutiny and exchange compliance issues. Persistent reporting deficiencies may also create delisting, trading, litigation, or enforcement risks depending on the circumstances. Foreign private issuers should therefore coordinate U.S. .isclosure requirements with their home-country reporting systems.

FATCA imposes reporting and compliance requirements on specified foreign financial institutions and other entities under applicable rules. FBAR requirements generally apply to U.S. .ersons with a financial interest in or signature authority over foreign financial accounts when the aggregate value exceeds $10,000 at any time during the calendar year.

Form 5471 separately applies to certain U.S. .ersons who are officers, directors, or shareholders of specified foreign corporations. Because these regimes have different filing triggers, international businesses should determine each reporting obligation separately rather than treating FATCA, FBAR, and Form 5471 as a single disclosure requirement.

The Foreign Corrupt Practices Act prohibits covered persons and entities from corruptly offering, promising, paying, or authorizing anything of value to foreign officials for prohibited business purposes. Cross-border transactions therefore require appropriate anti-corruption due diligence, third-party review, and accounting controls.

U.S. .conomic sanctions also require transaction-specific analysis. Depending on the applicable OFAC sanctions program, a transaction may be prohibited, exempt, authorized under a general license, or require a specific license from OFAC. Businesses should determine the applicable sanctions restrictions and available authorizations before proceeding with potentially restricted transactions.

Maintaining appropriate anti-corruption compliance procedures can help identify risks arising from agents, intermediaries, acquisition targets, and other third parties.

Certain acquisitions meeting applicable jurisdictional requirements require pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act. Effective February 17, 2026, the basic HSR size-of-transaction threshold is $133.9 million, although reportability also depends on other statutory tests, exemptions, and transaction-specific circumstances.

Applying appropriate antitrust compliance procedures during transaction planning can help parties determine whether an HSR filing is required and incorporate the applicable waiting period into the closing schedule.

Following transaction completion, cross-border businesses may need to maintain operating licenses, permits, registrations, and corporate qualifications in relevant jurisdictions. Changes in ownership or control can also trigger notification or approval requirements under industry-specific licensing regimes. Reviewing these requirements before and after closing can reduce the risk of avoidable operational interruptions.

Corporate executives should evaluate advisory firms based on their demonstrated track record in complex international regulatory matters. Experienced law firms possess deep technical knowledge across trade compliance, CFIUS reviews, and multi-agency regulatory defense.

Effective representation requires access to established international networks of foreign regulatory legal specialists. Coordinated legal execution ensures that corporate entities receive cohesive, real-time advice across all active operating jurisdictions.