What the noun is allowed to decide
Whether a declaration or notice should be on the calendar before exclusivity. Whether a foreign-government interest changes the test. Whether a domestic backup bidder is rational. Treasury’s public page is the door (Source: CFIUS / Treasury). Counsel applies the live regulations. This glossary will not diagnose a TID U.S. business from a paragraph.
Foreign buyers and CFIUS is the buyer-cluster companion. ITAR and EAR in a sale is the export companion. DDTC’s 60-day clock under § 122.4 is separate (Source: 22 C.F.R. § 122.4).
What CFIUS is not
A utilization print. Federal Reserve 76.0% manufacturing capacity utilization does not make a filing optional (Source: Federal Reserve G.17). A “U.S. management team” slide does not erase a foreign parent. A signed NDA does not start the committee’s clock.
| Process | Satisfies CFIUS? |
|---|---|
| CFIUS declaration / notice | That is the process |
| DDTC § 122.4 notice | No |
| EAR license | No |
| Novation | No |
Who files?
The parties the regulations name, through counsel. Jason Taken is a business broker. Educational information only.
How a plant file should treat a foreign path
Write the ownership chart to the last natural person who matters, not to a Cayman box labeled “sponsor.” Ask whether any foreign government has a substantial interest. Ask whether the plant’s parts, software, or process know-how require a U.S. regulatory authorization to export — that fact often sits next to the mandatory-filing tests. Then decide, with counsel, whether a declaration, a notice, or a documented “no filing” memo is the honest path.
Calendar math is the seller problem. A short exclusive with a foreign buyer and no domestic backup is how a file dies in a review. Keep a U.S. person bidder warm if the process or the customer set could be sensitive. Do not advertise “CFIUS cleared” in a teaser; the committee is not a marketing badge.
Buyers should not treat a signed LOI as permission to tour controlled processes with a foreign diligence team. ITAR and EAR in a sale still applies on the same week. A CFIUS outside counsel and an export counsel can be two people. They are still two scopes.
Lenders care. A 7(a) shopper inside the $5 million box may be a U.S. individual and never see this noun (Source: SBA). A strategic from abroad will. Do not copy the individual path onto the foreign path.
This definition will not invent a filing fee, a form number, or a “manufacturing is always mandatory” rule. The regulations are fact-specific. The glossary only stops CFIUS from being used as a synonym for “export problem.”
Isolation
The glossary keeps CFIUS off ITAR and off novation. The FAQ holds the question. When a foreign person is actually in the stack, book a confidential intro call.
Backup bidders and “U.S. management” slides
If the foreign path is real, keep a domestic bidder in process or keep the exclusive short and milestone-heavy. A 90-day exclusive with no filing plan is how a seller loses a season. A Delaware HQ and a U.S. CEO do not erase a foreign parent. Ownership charts do. Bring the chart to counsel before you grant a long exclusive.
A CIM can flag “foreign-person diligence required” without diagnosing a TID business. Bring the ownership chart to the last relevant person, whether any foreign government sits in that chart, and whether a domestic backup exists. Those three facts decide whether a long exclusive is rational. CFIUS for foreign buyers is the sequence. Counsel files what the regulations require. After the review noun is straight, a confidential intro call is the conversion path.
What CFIUS is not
It is not ITAR. It is not EAR. It is not novation. It is not a U.S.-management slide. A Delaware HQ and a U.S. CEO do not erase a foreign parent. This definition will not invent a filing fee, a form number, or a “manufacturing is always mandatory” rule. The regulations are fact-specific.
How it shows up: when a foreign person is actually in the stack. A 7(a) shopper inside the $5 million box may be a U.S. individual and never see this noun (Source: SBA). A strategic from abroad will. Do not copy the individual path onto the foreign path. A CIM can flag “foreign-person diligence required” without diagnosing a TID business. Keep a domestic backup or keep the exclusive short if the foreign path is real. A 90-day exclusive with no filing plan is how a seller loses a season.