Foreign acquisition or control of US businesses with connections to US national security is typically subject to review by the Committee on Foreign Investment in the United States (CFIUS). CFIUS is a US government in-teragency body that reviews covered transactions for their potential national security impacts and recent-ly has applied greater levels of scrutiny and more in-depth analyses than ever before. To be successful in obtain-ing CFIUS clearance, transactional parties must thoroughly understand the potential threats posed by a foreign acquirer or its host nation and the vulnerabilities of the US target company’s sensitive assets or operations to foreign access, control, and exploitation. Achieving this understanding early in the deal process, well before di-rect engagement with CFIUS, enables the deal parties and their counsel to design and plan transactions that both anticipate and proactively address the national security issues and concerns likely to be raised by CFIUS.

FOREIGN INVESTMENTS ADVISORY

CFIUS Pre-Filing Transaction Risk Assessments

SOLUTIONS

Ankura works with transaction parties and their counsel to comprehensively assess the potential national security threats posed by foreign buyers and their management personnel as well as consider the vulnerabilities of the US entity or assets subject to foreign acquisition. Ankura’s CFIUS team includes former intelligence professionals who developed and implemented the threat assessment process for US intelligence community review of foreign acquirers entering into a CFIUS transaction; former corporate executives and in-house counsel who have structured international deals with CFIUS national security concerns in mind; and former US regulators, prosecutors, investigators, and military personnel responsible for US national security matters.

Ankura professionals combine their fi rst-hand, in-depth experience and expertise with the CFIUS risk assessment pro-cess and national security considerations, together with industry-leading technical capabilities to provide clients with timely and insightful pre-transaction due diligence reports and threat analyses, vulnerability reviews, and comprehen-sive risk assessments. These services enable our clients and their counsel to more clearly understand and eff ectively design foreign investment transactions that are capable of being cleared by CFIUS, thereby saving our clients and their counsel both time and money when going through the actual CFIUS process.

Due Diligence Reports And Threat AnalysesUsing a combination of diverse in-house, open source, and partner collection sources and sound, disciplined analyt-ic tradecraft, Ankura’s professionals provide clients and their counsel with unparalleled insight into the foreign par-ties that may be involved in a CFIUS transaction. From an analysis of the political, economic, sociological, technolog-ical, legal, and environmental (PESTLE) circumstances of the foreign investor’s host country, to specifi c information on the foreign buyer’s structure, business and governmental relationships, criminal history, and places of operation (among other data elements), the Ankura team delivers to its clients essential information and analysis of foreign parties to a CFIUS transaction to help corporate leadership make informed investment and transactional decisions.

FOREIGN INVESTMENTS ADVISORY

GET IN TOUCH

Steve Klemencic steven.klemencic@ankura.com +1.202.449.7185 Direct

Waqas Shahid waqas.shahid@ankura.com +1.646.291.8546 Direct

Randall H. Cook randy.cook@ankura.com +1.646.291.8545 Direct

© 2020 Ankura Consulting Group, LLC

In addition to the basic due diligence services described above, our team of seasoned CFIUS professionals can generate thorough threat assessments with the same look and feel as the assessments produced by intelligence agencies for CFIUS. The Ankura team is equipped with a deep understanding of CFIUS concerns and processes, internal and external capabilities to collect and analyze information from various sources, and a full spectrum of global, interdisciplinary expertise and presence. This combination enables Ankura to produce detailed threat reports, insights, and analyses regarding CFIUS’s perspective of and policy approach to the foreign parties involved in a poten-tial CFIUS transaction.

Vulnerability ReviewsAnkura also assists US parties to a foreign investment transaction and their counsel in better understanding their own vulnerabilities and connection to US national security. In particular, Ankura collaborates closely with US clients to review all management, operational, and technical controls related to critical infrastructure, technology, or sensitive information. This includes network and data protection, cybersecurity, personnel screening, and physical and system accesses, to help discern both general and specific national security vulnerabilities that may be present as a result of a proposed foreign invest-ment transaction.

Comprehensive Risk AssessmentsThe Ankura team leverages both its due diligence and vulnerability review expertise and capabilities to generate comprehensive national security risk assessments for clients and their counsel. These risk assessments provide insight into the likely overall position of CFIUS with respect to a proposed trans-action and the mitigation measures, if any, to be required as a condition of any CFIUS clearance of the transaction. Through these extensive national security risk assessments, clients and their counsel can better structure their deals with CFIUS interests in mind and more effectively plan for issues that are likely to arise during the CFIUS process.

THE ANKURA DIFFERENCE

A unique blend of industry- leading CFIUS expertise and cross-discipline capability, including:• National security risk

assessments• Due diligence services• CFIUS monitorships• Cyber, data, and physical

security• Data governance and

analytics• Government contracts• International trade and

technology controls• Research and development• Product design and

manufacturing• Critical infrastructure• Business planning, operations,

and process integration

ABOUT US Ankura is a business advisory and expert services firm defined by HOW we solve challenges. Whether a client is facing an immediate business challenge, trying to increase the value of their company or protect against future risks, Ankura designs, develops, and executes tailored solutions by assembling the right combination of expertise. We build on this experience with every case, client, and situation, collaborating to create innovative, customized solutions, and strategies designed for today’s ever-changing business environment. This gives our clients unparalleled insight and experience across a wide range of economic, governance, and regulatory challenges. At Ankura, we know that collaboration drives results.