Reviewing Transactions Filed with the Committee on Foreign Investment in the United States (CFIUS)

1.  Purpose

This Directive establishes policy and provides guidance for GSA in meeting requirements for the review of covered transactions filed with the Committee on Foreign Investment in the United States (CFIUS). 

2.  Background

The Committee on Foreign Investment in the United States (CFIUS) is a government body authorized by law to review any merger, acquisition, or takeover that could result in control of a U.S. business by a foreign individual or entity, and certain real estate transactions by foreign persons. The review is solely to determine the effect of the transaction on the national security of the United States.  

CFIUS members include the Departments of Treasury (chair), State, Defense, Justice, Commerce, Energy, and Homeland Security; the Office of the United States Trade Representative; and the White House Office of Science and Technology Policy. The Office of the Director of National Intelligence is an ex-officio member. As part of its due diligence review, CFIUS reaches out to Federal departments, agencies, and independent establishments that are not members of CFIUS but that have contracts with the U.S. business in question to ask whether the transaction raises any national security concerns for a specific agency. Accordingly, GSA and other Federal departments, agencies, and independent establishments are involved in CFIUS reviews on an as needed basis. 

CFIUS operates pursuant to Section 721 of the Defense Production Act of 1950, as amended (Section 721), codified at Title 50, United States Code, Section 4565. Subject to limited exceptions, subsection 721(c) (codified at 50 U.S.C. 4565(c)), prohibits the disclosure to the public of information filed with CFIUS and explicitly provides that such information is exempt from disclosure under the Freedom of Information Act. All material pertaining to CFIUS cases will be protected from unauthorized disclosure or dissemination consistent with established GSA procedures for controlled but unclassified information (CUI), and where applicable, any classified information restrictions. All CFIUS transaction reviews are time sensitive.