[Federal Register: December 8, 2008 (Volume 73, Number 236)]
[Notices]
[Page 74567-74572]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr08de08-115]
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DEPARTMENT OF THE TREASURY
Office of Investment Security; Guidance Concerning the National
Security Review Conducted by the Committee on Foreign Investment in the
United States
AGENCY: Department of the Treasury.
ACTION: Notice.
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SUMMARY: This notice provides guidance to U.S. businesses and foreign
persons that are parties to transactions that are
[[Page 74568]]
covered by section 721 of the Defense Production Act of 1950, as
amended by the Foreign Investment and National Security Act of 2007,
and the regulations at 31 CFR part 800. The guidance is issued pursuant
to section 721(b)(2)(E), which requires the Chairperson of the
Committee on Foreign Investment in the United States to publish
guidance regarding the types of transactions that it has reviewed and
that have presented national security considerations.
FOR FURTHER INFORMATION CONTACT: Nova Daly, Deputy Assistant Secretary,
U.S. Department of the Treasury, 1500 Pennsylvania Avenue, NW.,
Washington, DC 20220, telephone: (202) 622-2752, e-mail:
Nova.Daly@do.treas.gov; or Welby Leaman, Senior Advisor, telephone:
(202) 622-0099, e-mail: Welby.Leaman@do.treas.gov.
I. Legislative Mandate for Guidance
Consistent with section 721(b)(2)(E) of the Defense Production Act
of 1950 (``section 721'') (50 U.S.C. App. 2170), as amended by the
Foreign Investment and National Security Act of 2007 (``FINSA''), the
U.S. Department of the Treasury, as the chair of the Committee on
Foreign Investment in the United States (``CFIUS''), is issuing the
following guidance regarding the types of transactions that CFIUS has
reviewed and that have presented national security considerations.\1\
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\1\ ``National security considerations'' are facts and
circumstances, with respect to a transaction, that have potential
national security implications and that therefore are relevant for
CFIUS to analyze in determining whether a transaction threatens to
impair U.S. national security, i.e., whether the transaction poses
``national security risk.'' The term ``national security concerns''
is used in this document to describe those circumstances where CFIUS
(or any CFIUS member) has unresolved questions about whether the
transaction poses national security risk or where CFIUS (or any
CFIUS member) has identified national security risks and those risks
have not yet been mitigated.
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To place this guidance in context, the following three sections
provide an overview of the purpose and nature of the foreign investment
review process that CFIUS administers. This guidance does not create
any rights for, or confer any rights on, any person, nor operate to
bind the U.S. Government.
II. Purpose and Nature of the CFIUS Process
A. Purpose of the CFIUS Process
The United States has a longstanding commitment to welcoming
foreign investment. In May 2007, the President's Statement on Open
Economies reaffirmed that commitment, recognizing that ``our prosperity
and security are founded on our country's openness.'' CFIUS carries out
its responsibilities within the context of this open investment policy.
In the preamble to FINSA, Congress states that the purpose of the Act
is ``[t]o ensure national security while promoting foreign investment
and the creation and maintenance of jobs [and] to reform the process by
which such investments are examined for any effect they may have on
national security.''
The rules governing the CFIUS process are set forth in section 721;
in Executive Order 11858, as amended most recently by Executive Order
13456 of January 23, 2008 (``Executive Order 11858''); and in
regulations found at 31 CFR part 800, as amended most recently by the
Final Rule published at 73 FR 70702 (Nov. 21, 2008) (``Regulations'').
These provisions establish CFIUS and provide the President and CFIUS
with the authority to review any ``covered transaction,'' defined in
the Regulations as ``any transaction that is proposed or pending after
August 23, 1988, by or with any foreign person, which could result in
control of a U.S. business by a foreign person.'' \2\ The purpose of
the national security reviews conducted by CFIUS is to allow CFIUS to
identify and address any national security risk that arises as a result
of a covered transaction, and, in the circumstances described in Sec.
800.506(b) of the Regulations, to request that the President determine
whether to suspend or prohibit a covered transaction or take other
action.
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\2\ The terms ``U.S. business'' and ``foreign person'' are
defined at 31 CFR 800.226 and 800.216, respectively.
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B. Nature of the CFIUS Process
1. CFIUS Reviews Are Limited to National Security Considerations
CFIUS focuses solely on any genuine national security concerns
raised by a covered transaction, not on other national interests. The
requirements, described below, that CFIUS or the President must satisfy
in order to take action with respect to a covered transaction,
demonstrate this narrow focus on national security alone.
Section 721 requires CFIUS to complete a review of a covered
transaction within a 30-day period. CFIUS concludes action on the vast
majority of transactions within this initial 30-day review period. In
limited cases, following a review, CFIUS may initiate an investigation,
which it must complete within a subsequent 45-day period. CFIUS
initiates an investigation only where: (1) CFIUS or a member of CFIUS
believes that the transaction threatens to impair the national security
of the United States and that threat has not been mitigated; (2) an
agency designated by the Department of the Treasury as a lead agency
recommends, and CFIUS concurs, that an investigation be undertaken; (3)
the transaction is a foreign government-controlled transaction; or (4)
the transaction would result in foreign control of any critical
infrastructure of or within the United States, if CFIUS determines that
the transaction could impair national security and that risk has not
been mitigated. With respect to transactions described in (3) and (4)
above, CFIUS would not initiate an investigation if the Treasury
Department and any lead agency it has designated determine, at the
Deputy Secretary level or higher, that the transaction will not impair
the national security of the United States.\3\
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\3\ The terms ``foreign government-controlled transaction'' and
``critical infrastructure'' are defined at 31 CFR 800.214 and
800.208, respectively.
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CFIUS concludes action under section 721 on a covered transaction
only if it has determined that there are no unresolved national
security concerns. That determination must be certified to Congress
after CFIUS concludes action. CFIUS is authorized to enter into or
impose, and enforce, agreements or conditions to mitigate any national
security risk posed by the covered transaction. Section 721 and
Executive Order 11858, however, contain important conditions on CFIUS's
exercise of this authority. First, before CFIUS may pursue a risk
mitigation agreement or condition, the agreement or condition must be
justified by a written analysis that identifies the national security
risk posed by the covered transaction and sets forth the risk
mitigation measures that the CFIUS member(s) preparing the analysis
believe(s) are reasonably necessary to address the risk. CFIUS must
agree that risk mitigation is appropriate and must approve the proposed
mitigation measures. Second, CFIUS may pursue a risk mitigation measure
intended to address a particular risk only if provisions of law other
than section 721 do not adequately address the risk. Such other laws
include, for example, the International Traffic in Arms Regulations
(``ITAR''), Export Administration Regulations (``EAR''), and the
National Industrial Security Program Operating Manual (``NISPOM'').
Accordingly, for example, if the NISPOM provides adequate authority to
address the risk posed by a transaction--e.g., the possibility in a
[[Page 74569]]
particular case that a foreign government may use a foreign company to
obtain classified government information concerning systems critical to
U.S. national defense--then CFIUS would not pursue its own risk
mitigation measures under section 721 to address that risk.\4\
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\4\ In addition, pursuant to section 7(c) of Executive Order
11858, CFIUS may not, except in extraordinary circumstances, require
that a party to a transaction recognize, state its intent to comply
with, or consent to the exercise of any authorities under existing
provisions of law.
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Only the President has the authority to suspend or prohibit a
covered transaction. Pursuant to section 6(c) of Executive Order 11858,
CFIUS refers a covered transaction to the President if CFIUS or any
member of CFIUS recommends suspension or prohibition of the
transaction, or if CFIUS otherwise seeks a Presidential determination
on the transaction.
In order to exercise the authority to suspend or prohibit a covered
transaction under section 721, the President is required to make two
findings: (1) That there is credible evidence that leads the President
to believe that the foreign interest exercising control might take
action that threatens to impair the national security; and (2) that
provisions of law, other than section 721 and the International
Emergency Economic Powers Act (``IEEPA''), do not, in the judgment of
the President, provide adequate and appropriate authority for the
President to protect the national security.
2. The CFIUS Process Is Based on a Voluntary Notice System
CFIUS administers a voluntary notice system, allowing parties to a
transaction to decide whether to initiate a CFIUS review by filing a
voluntary notice under section 721. This distinguishes the CFIUS
process from investment screening used in some countries, where all
transactions that meet specified value thresholds or other criteria are
subject to mandatory review by government agencies.
To reassure parties that choose to file voluntarily with CFIUS that
the sensitive and proprietary business information that they submit to
CFIUS will be protected, section 721(c) prohibits CFIUS from disclosing
to the public any information filed with CFIUS under section 721,
except in certain legal proceedings. This includes the identity of
filers and details of a notified transaction, as well as information
provided to CFIUS in connection with a transaction never formally
notified to CFIUS.
In making their decision about whether to submit a voluntary notice
of a transaction to CFIUS, parties to a transaction may wish to
consider whether their transaction could present national security
considerations, since CFIUS focuses solely on national security. A
covered transaction that has been notified to CFIUS, and on which CFIUS
has concluded action under section 721 after determining that there
were no unresolved national security concerns, qualifies for a ``safe
harbor,'' as described in Sec. 800.601 of the Regulations and section
7(f) of Executive Order 11858. Thus, subject to the terms of the safe
harbor and any mitigation agreement or conditions imposed by CFIUS, the
transaction can proceed without the possibility of subsequent
suspension or prohibition under section 721. A covered transaction that
CFIUS has not reviewed and cleared without objection does not qualify
for the safe harbor, and CFIUS has the authority to initiate review of
the transaction on its own, even after the transaction has been
concluded, which CFIUS may choose to do if it believes the transaction
presents national security considerations.
III. National Security Considerations
A. The Process for Analyzing National Security Risk
Section 721 requires CFIUS to review covered transactions notified
to it ``to determine the effects of the transaction[s] on the national
security of the United States,'' but does not define ``national
security,'' other than to note that the term includes issues relating
to homeland security. Instead, section 721 provides an illustrative
list of factors, listed below, for CFIUS and the President to consider
in assessing whether the transaction poses national security risks.
CFIUS considers the national security factors identified in section
721 and all other national security factors that are relevant to a
covered transaction it is reviewing. In the context of these factors,
CFIUS identifies all national security considerations (i.e., facts and
circumstances that have potential national security implications) in
order to assess whether the transaction poses national security risk
(i.e., whether the foreign person that exercises control over the U.S.
business as a result of the transaction might take action that
threatens to impair U.S. national security). In conducting its analysis
of whether the transaction poses national security risk, CFIUS assesses
whether a foreign person has the capability or intention to exploit or
cause harm (i.e., whether there is a threat) and whether the nature of
the U.S. business, or its relationship to a weakness or shortcoming in
a system, entity, or structure, creates susceptibility to impairment of
U.S. national security (i.e., whether there is a vulnerability).
National security risk is a function of the interaction between threat
and vulnerability, and the potential consequences of that interaction
for U.S. national security. This national security risk assessment is
conducted based on information provided by the parties, public sources,
and government sources, including a classified National Security Threat
Assessment that, as required by section 721, the Director of National
Intelligence prepares for CFIUS within twenty days after a notice of a
transaction is accepted.
B. Statutory List of National Security Factors
Section 721(f) provides the following illustrative list of factors
for consideration by CFIUS and the President in determining whether a
covered transaction poses national security risk:
The potential effects of the transaction on the domestic
production needed for projected national defense requirements.
The potential effects of the transaction on the capability
and capacity of domestic industries to meet national defense
requirements, including the availability of human resources, products,
technology, materials, and other supplies and services.
The potential effects of a foreign person's control of
domestic industries and commercial activity on the capability and
capacity of the United States to meet the requirements of national
security.
The potential effects of the transaction on U.S.
international technological leadership in areas affecting U.S. national
security.
The potential national security-related effects on U.S.
critical technologies.
The potential effects on the long-term projection of U.S.
requirements for sources of energy and other critical resources and
material.
The potential national security-related effects of the
transaction on U.S. critical infrastructure, including [physical
critical infrastructure such as] major energy assets.
The potential effects of the transaction on the sales of
military goods, equipment, or technology to countries that present
concerns related to terrorism; missile proliferation;
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chemical, biological, or nuclear weapons proliferation; or regional
military threats.
The potential that the transaction presents for
transshipment or diversion of technologies with military applications,
including the relevant country's export control system.
Whether the transaction could result in the control of a
U.S. business by a foreign government or by an entity controlled by or
acting on behalf of a foreign government.
The relevant foreign country's record of adherence to
nonproliferation control regimes and record of cooperating with U.S.
counterterrorism efforts.
Section 721 also provides that CFIUS may consider any other factors
that the Committee finds appropriate in determining whether a
transaction poses national security risk.
IV. Types of Transactions That CFIUS Has Reviewed and That Have
Presented National Security Considerations
As discussed above, CFIUS analyzes the particular facts and
circumstances of each transaction it reviews in order to identify what
national security considerations, if any, are presented by the
transaction. Thus, while the guidance provided in this section is drawn
from CFIUS's extensive experience in reviewing voluntary notices
regarding foreign investment transactions both prior and subsequent to
the enactment of FINSA, it is necessarily illustrative and does not
purport to describe all national security considerations that CFIUS may
identify and analyze in reviewing a transaction. Accordingly, this
discussion does not provide comprehensive guidance on all types of
covered transactions that have presented national security
considerations.
Furthermore, the fact that a transaction presents national security
considerations does not mean that CFIUS will necessarily determine that
the transaction poses national security risk. This guidance does not
identify the types of transactions that pose national security risk,
and it should not be used for that purpose. In addition, this guidance
should not be interpreted to suggest that the U.S. Government
encourages or discourages the types of transactions described in this
section.
The national security considerations presented by transactions that
CFIUS has reviewed pertain to one or both of the following: (1) The
nature of the U.S. business over which foreign control is being
acquired, and (2) the nature of the foreign person that acquires
control over a U.S. business. Again, this does not mean that a
transaction that corresponds to one or the other, or both, of these
categories was necessarily determined by CFIUS to pose national
security risk, but it does mean that the facts and circumstances
surrounding the transaction implicated national security factors that
CFIUS considered.
A. Transactions That Have Presented National Security Considerations
Because of the Nature of the U.S. Business Over Which Control Is Being
Acquired
This section describes covered transactions that CFIUS has reviewed
(having received voluntary notices regarding the transactions) and that
have presented national security considerations because the transaction
involves a U.S. business that provides goods or services that directly
or indirectly contribute to U.S. national security. As noted above,
CFIUS is focused on identifying and addressing national security risks
posed by covered transactions, regardless of the industry of the
parties to the transaction. Accordingly, CFIUS does not focus on any
one U.S. business sector or group of sectors. Since its inception,
CFIUS has received and reviewed voluntary notices regarding
transactions across a broad spectrum of the U.S. economy. The following
description of covered transactions that CFIUS has reviewed and that
have presented national security considerations is illustrative only.
A significant number of covered transactions that CFIUS has
reviewed and that have presented national security considerations
involve foreign control of U.S businesses that provide products and
services--either as prime contractors or as subcontractors or suppliers
to prime contractors--to agencies of the U.S. Government and state and
local authorities, including, but not limited to, sole-source
arrangements. These notices have sometimes involved companies with
access to classified information, often included U.S. businesses in the
defense, security, and national security-related law enforcement
sectors, and covered such industry segments as weapons and munitions
manufacturing, aerospace, and radar systems. They have also included
U.S. businesses that supply goods and services with broader
applicability to a variety of U.S. Government agencies that have
functions that are relevant to national security. Such goods and
services may involve information technology (consulting, hardware, or
software), telecommunications, energy, natural resources, industrial
products, and a range of goods and services that affect the national
security-relevant functions of the U.S. Government agency or create
vulnerability to sabotage or espionage.
CFIUS has also reviewed numerous covered transactions that have
presented national security considerations because of the nature of the
U.S. businesses, but without regard to government contracts. The U.S.
businesses in these cases have operations, or produce or supply
products or services, the security of which may have implications for
U.S. national security. For example, some of these transactions
involved U.S. businesses in the energy sector at various stages of the
value chain: The exploitation of natural resources, the transportation
of these resources (e.g., by pipeline), the conversion of these
resources to power, and the provision of power to U.S. Government and
civilian customers. Other transactions have involved U.S. businesses
that affect the nation's transportation system, including maritime
shipping and port terminal operations and aviation maintenance, repair,
and overhaul. Transactions involving U.S. businesses that could
significantly and directly affect the U.S. financial system have also
accounted for a number of covered transactions reviewed by CFIUS that
have presented national security considerations.
Some covered transactions that CFIUS has reviewed have presented
national security considerations because they involve infrastructure
that may constitute United States critical infrastructure, including
major energy assets, which section 721 identifies as presenting
national security considerations.\5\ As defined in section 721 and
further explained in the regulations, CFIUS determines whether a
transaction involves critical infrastructure on a case-by-basis,
depending on the importance of the particular assets involved in the
transaction.
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\5\ As described in Section II.B.1 above, section 721 also
prescribes special procedural rules for certain covered transactions
involving ``critical infrastructure of or within the United
States.''
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CFIUS has also reviewed numerous covered transactions that have
presented national security considerations related to the U.S.
businesses' production of certain types of advanced technologies that
may be useful in defending, or in seeking to impair, U.S. national
security. Many of these U.S. businesses are engaged in the design and
production of semiconductors and other equipment or components that
have both commercial
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and military applications. Others are engaged in the production or
supply of goods and services involving cryptography, data protection,
Internet security, and network intrusion detection, and they may or may
not have contracts with U.S. Government agencies.
More generally, a significant portion of the covered transactions
that CFIUS has reviewed and that have presented national security
considerations have involved U.S. businesses that are engaged in the
research and development, production, or sale of technology, goods,
software, or services that are subject to U.S. export controls.
The report that CFIUS is required to submit to Congress each year,
consistent with section 721(m), contains further information regarding
the types of transactions that CFIUS has reviewed. An unclassified
version of this report is released publicly.
B. Transactions That Have Presented National Security Considerations
Because of the Identity of the Foreign Person That Is Acquiring Control
of a U.S. Business
1. Generally
Among the national security factors listed in section 721 for
CFIUS's consideration are factors related to the identity of the
foreign person that is acquiring control of a U.S. business. For
example, the factors include whether a transaction is a foreign
government-controlled transaction, and, particularly in the case of
foreign government-controlled transactions, what the record of the
country of the investor is with regard to nonproliferation and other
national security-related matters. CFIUS has reviewed covered
transactions that have presented this sort of national security
consideration. CFIUS has also reviewed covered transactions that have
presented national security considerations because of the track record
or intentions of the foreign person and its personnel with regard to
actions that could impair U.S. national security, including whether the
foreign person acquiring control of the U.S. business had plans to
terminate contracts between the U.S. business and U.S. Government
agencies for goods and services relevant to national security.
However, as emphasized previously, the fact that a transaction
presents a national security consideration does not necessarily mean
that it poses a national security risk. First, risk requires not only
threat, but also a vulnerability in U.S. national security. Second, the
applicability of laws other than section 721 has often resolved any
national security concerns identified by CFIUS when considering
relevant national security factors.
2. Foreign Government-Controlled Transactions
Whether a covered transaction is a ``foreign government-controlled
transaction'' is one of the national security factors listed in section
721 for consideration by CFIUS. The regulations define a foreign
government-controlled transaction as ``any covered transaction that
could result in control of a U.S. business by a foreign government or a
person controlled by or acting on behalf of a foreign government.'' 31
CFR 800.214. Foreign government-controlled transactions may include
transactions resulting in control of a U.S. business by, among others,
foreign government agencies, state-owned enterprises, government
pension funds, and sovereign wealth funds.
Although foreign government control is clearly a national security
factor to be considered, the fact that a transaction is a foreign
government-controlled transaction does not, in itself, mean that it
poses national security risk. In reviewing foreign government-
controlled transactions, as with all other covered transactions, CFIUS
considers all facts and circumstances relevant to national security in
assessing whether the foreign person that could exercise control has
the capability to use its control of a U.S. business to take action to
impair U.S. national security and whether the foreign person may seek
to do so.
In reviewing foreign government-controlled transactions, CFIUS
considers, among all other relevant facts and circumstances, the extent
to which the basic investment management policies of the investor
require investment decisions to be based solely on commercial grounds;
the degree to which, in practice, the investor's management and
investment decisions are exercised independently from the controlling
government, including whether governance structures are in place to
ensure independence; the degree of transparency and disclosure of the
purpose, investment objectives, institutional arrangements, and
financial information of the investor; and the degree to which the
investor complies with applicable regulatory and disclosure
requirements of the countries in which they invest.
CFIUS has reviewed and concluded action on numerous foreign
government-controlled transactions, determining that there were no
unresolved national security concerns. These transactions varied
significantly with regard to several of the facts and circumstances
described above.
3. Exceptional Corporate Reorganizations in Which a New Foreign Person
That Raises National Security Considerations Acquires Control of a U.S.
Business
A corporate reorganization normally involves the realignment of a
company's structure to achieve some legal, financial, or other business
objective. It is only in exceptional cases that a corporate
reorganization would present national security considerations. Even
where a corporate reorganization results in a new foreign person
obtaining control over a U.S. business--by becoming, for example, an
intermediate parent of the U.S. business--the corporate reorganization
usually would not result in a change in the ultimate parent of the U.S.
business and, therefore, generally would not present national security
considerations.
In considering whether a covered transaction that arises in the
context of a corporate reorganization is an exceptional case that would
present national security considerations, CFIUS considers all relevant
national security factors, including those listed in section 721, with
respect to any new foreign person that gains control of the U.S.
business as a result of the transaction. In cases in which a corporate
reorganization results in a new foreign person obtaining control of a
U.S. business, the reorganization is unlikely to raise national
security considerations if it does not result in any change in the
relevant national security factors presented by the ownership structure
of the U.S. business.
One example of an exceptional corporate reorganization that would
raise national security considerations would be the following: Control
of a U.S. business is transferred from Corporation A, a foreign person,
to Corporation B, another foreign person, both of which are wholly-
owned subsidiaries of Corporation C. Although Corporation C continues
to be the ultimate parent of the U.S. business, the facts and
circumstances related to the actions, policies, and personnel of the
new intermediate controlling entity, Corporation B, raise national
security considerations that were not raised by the facts and
circumstances related to control of the U.S. business by Corporation A,
the previous intermediate controlling entity.
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V. Information Regarding Transactions That May Present National
Security Considerations
CFIUS review of notified transactions is an intensive process,
involving over a dozen U.S. Government agencies, departments, and
offices. CFIUS reviews are limited to 30 days, absent the initiation of
an investigation. Thus, it is important that, at the time of filing a
voluntary notice, parties provide CFIUS with the information needed for
its review, including regarding the parties' products, services, and
business operations, and the transaction itself.
Section 800.402 of the Regulations, as recently amended, requires
parties to include in their notice certain information that CFIUS
normally requires to complete its review of any transaction. This
includes, for example, a listing of certain contracts with the U.S.
Government, products that the parties produce or sell, the foreign
person's plans with respect to the U.S. business, and the parties and
individuals involved with the transaction.
The regulations require parties to provide information regarding
any other applicable national security-related regulatory authorities,
such as the ITAR, EAR, and NISPOM. Some of the regulatory review
processes under these authorities may have longer deadlines than the
CFIUS process, and parties to transactions affected by these other
reviews may wish to start or complete these processes prior to
submitting a voluntary notice to CFIUS under section 721.
In CFIUS's experience, the efficiency of reviews is also enhanced
when parties to transactions voluntarily provide in their notice
additional information that may be relevant to the notified transaction
but which is not listed in Sec. 800.402 of the Regulations. A list of
such information, which may be updated from time to time, is provided
on the CFIUS Web site (http://www.ustreas.gov/offices/international-
affairs/cfius/). Examples of such information include: Information
regarding whether the U.S. business develops or provides cyber systems,
products, or services (including business systems used to manage or
support common business processes and operations, such as enterprise
resource planning, e-commerce, e-mail, and database systems;
telecommunications or Internet systems; control systems used to
monitor, assess, and control sensitive processes and physical
functions, such as supervisory control, data acquisition, and process
and distributed control systems; or safety, security, support, and
other specialty systems, such as fire, intrusion detection, access
control, people mover, and heating, ventilation, and air conditioning
systems); information regarding whether the U.S. business processes
natural resources and material or produces and transports energy; and
information on any required regulatory reviews, on-going dealings, or
outstanding issues that the parties have with other U.S. Government
agencies with national security responsibilities.
Where CFIUS requires additional information to enable it to review
a notified transaction, CFIUS may request such additional information
of the parties. Section 800.403(a)(3) of the Regulations authorizes the
Staff Chairperson to reject any voluntary notice if the parties do not
provide follow-up information within three business days of the
request, or within a longer time frame if the parties so request in
writing and the Staff Chairperson grants that request in writing.
VI. Conclusion
CFIUS does not issue advisory opinions as to whether a covered
transaction raises national security considerations. Rather, it
conducts full reviews of specific covered transactions that are
notified to CFIUS pursuant to Sec. 800.401 of the Regulations. This
guidance may provide assistance to parties as they consider whether to
file a voluntary notice with CFIUS. Additional information is available
on the CFIUS Web site, http://www.ustreas.gov/offices/international-
affairs/cfius/.
Clay Lowery,
Assistant Secretary (International Affairs).
[FR Doc. E8-28791 Filed 12-5-08; 8:45 am]
BILLING CODE 4810-25-P