Regulatory Challenges in Foreign Investment: CFIUS Review, FOCI Risks, and Outgoing Regulations

Tod Northman | Tucker Ellis LLP

Tod Northman has 30 years of broad business and corporate law experience in commercial law, business transactions, artificial intelligence technology, contract negotiation and dispute resolution, mergers and acquisitions, and real estate.

With a skillful combination of negotiations and corporate counseling, Tod helps guide clients through difficult situations with pragmatic advice and a can-do attitude. Tod represents publicly traded and privately held companies in diverse industries across the country and has expertise in the aviation and autonomous vehicles industries.

In his aviation practice, Tod represents cargo conversion companies, maintenance and repair organizations, financial institutions, high-net worth individuals, and middle-market corporations in connection with the acquisition and disposition of corporate and commercial aircraft portfolios and the related financing and/or leasing thereof. He also advises clients on conversion contracts, maintenance, service and supply contracts, leases, and FAA and DOT regulatory matters.

In his autonomous vehicles practice, Tod focuses on advising businesses on acquisitions, contract negotiation, corporate structure, artificial intelligence technology, and regulatory compliance.

I. Regulation of foreign investment in united states through covered transactions under CFIUS | 1:00pm – 1:30pm

II. Foreign ownership, control, or influence (FOCI) when a foreign entity has the power to direct or influence the management or operations of a company | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. Evaluating various types of FOCI risk | 2:10pm – 2:25pm

• Foreign adversaries may attempt to acquire sensitive or proprietary data from small businesses during due diligence, before investing
• Foreign adversaries may structure their investments to avoid scrutiny or route investments through intermediaries to hide the money’s origin
• The source of FOCI affects the severity of risk associated with FOCI. Close allies of the U.S. are generally considered low FOCI risk while foreign countries of concern (FCOC) like Russia, North Korea, Iran, and China pose much greater FOCI risk.

IV. Department of defense’s approach to addressing FOCI risk | 2:25pm – 2:50pm

V. Outgoing foreign investment regulations from the United States | 2:50pm – 3:10pm