CFIUS Imposes Filing Fees

Today, the U.S. Department of the Treasury published an interim rule implementing the filing fee provisions of the Foreign Investment Risk Review Modernization Act along the lines set out in Treasury’s proposal of March 9.

The Committee on Foreign Investment in the United States (“CFIUS”) will assess tiered filing fees for all final notifications filed on or after May 1 (whether or not a draft notification was filed before May 1).The Interim Rule is open for public comment until June 1, 2020.

Key Takeaways

Beginning on May 1, 2020, CFIUS will:

• assess fees for notifications based on the value of the transaction, ranging from no fees for transactions valued at less than $500,000 to a fee of $300,000 for transactions valued at greater than $750 million;
• base the fee on the value of the U.S. business rather than the total transaction value in the case of mergers or contributions of U.S. businesses to joint ventures (but not other transactions);
• cap the fee at $750 where the value of the U.S. business is less than $5 million; and
• expand the required content of notifications to include a certification as to the transaction value and an explanation of the valuation methodology.

Payment must be received by Treasury before CFIUS accepts a notification for review.  CFIUS has not imposed (and lacks statutory authority to impose) filing fees for the short-form declarations authorized by FIRRMA.

Please click here to read the full alert memorandum.