CFIUS Releases Proposed Rule on Filing Fees

March 11, 2020

On March 9, 2020, the U.S. Department of the Treasury published a proposed rule implementing the filing fee provisions of the Foreign Investment Risk Review Modernization Act.

The Proposed Rule would assess tiered filing fees for all voluntary notifications to the Committee on Foreign Investment in the United States and is open for public comment until April 8, 2020.  No proposed effective date is included in the Proposed Rule, and so presumably filing fees will not apply to any filing accepted prior to an effective date to be specified in a future rule.

Under the Proposed Rule, CFIUS would:

  • assess fees for full 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 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 voluntary notices to include a certification as to the transaction value and an explanation of the valuation methodology. 

CFIUS has not imposed (and lacks statutory authority to impose) filing fees for short-form declarations.

Please click here to read the full alert memorandum.