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March 5, 2020

Stroock Special Bulletin

By: Chris Griner, Shannon Reaves, Gregory Jaeger, Christopher R. Brewster, Erin Bruce Iacobucci

CFIUS has published its proposed rule on filing fees. As you may know, the Foreign Investment Risk Review Modernization Act (FIRRMA) was passed in 2018 authorizing CFIUS to collect filing fees for CFIUS filings provided that such fees may not exceed an amount equal to the lesser of one percent of the value of the transaction, or $300,000, adjusted annually for inflation.

In summary, the proposed rule (which can be read at the link here) adopts the following fee structure:

  • Where the value of the transaction is equal to or greater than $500,000 but less than $5,000,000, a filing fee of $750 is assessed;
  • Where the value of the transaction is equal to or greater than $5,000,000 but less than $50,000,000, a filing fee of $7,500 is assessed;
  • Where the value of the transaction is equal to or greater than $50,000,000 but less than $250,000,000, a filing fee of $75,000 is assessed;
  • Where the value of the transaction is equal to or greater than $250,000,000 but less than $750,000,000, a filing fee of $150,000 is assessed; and
  • Where the value of the transaction is equal to or greater than $750,000,000, a filing fee of $300,000 is assessed.

The proposed rule applies to transactions for which a full filing is submitted to CFIUS, including controlling transactions as well as transactions subject to new CFIUS jurisdiction over real estate and non-controlling investments.  CFIUS has not proposed a filing fee if the parties submit a short form declaration instead of a full filing.   However, the fee would be assessed for full filings requested by CFIUS at the conclusion of a declaration process and full filings submitted by the parties in lieu of a mandatory declaration.

Comments to the proposed rule are due 30 days after publication in the Federal Register, which is expected to occur on March 9, 2020.  Expected deadline is April 8, 2020.  We will follow up with any further analysis as relevant. Please let us know if you have any questions or comments or if you are interested in submitting comments to the proposed regulation.

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For more information:

Chris Griner

Shannon Reaves

Gregory Jaeger

Tatiana O. Sullivan

Christopher R. Brewster

Erin Bruce Iacobucci

This article is for general information purposes only. It is not intended as legal advice, and you should not consider it as such.