Governance Briefing — CFIUS issues final FIRRMA regulations for foreign investment reviews
The U.S. Treasury Department published the final FIRRMA regulations on 17 January 2020, expanding CFIUS jurisdiction and setting 13 February 2020 as the effective date for mandatory filings in sensitive technology, infrastructure, and data deals.
Executive briefing: On , the U.S. Department of the Treasury issued the final regulations implementing the Foreign Investment Risk Review Modernization Act (FIRRMA), expanding CFIUS jurisdiction to certain non-controlling investments in technology, infrastructure, and data (TID) U.S. businesses and setting as the effective date.
What changed
- CFIUS can now review some minority investments that afford access to material nonpublic technical information, board rights, or substantive decision-making for TID U.S. businesses.
- Mandatory declarations remain for certain critical technology transactions and are tied to U.S. export control jurisdiction and multilateral regime controls rather than NAICS codes.
- A separate real estate rule covers purchases, leases, and concessions near airports, maritime ports, and listed military and government sites.
- Initial "excepted foreign state" status is limited to Australia, Canada, and the United Kingdom, subject to follow-on compliance assessments.
Why it matters
- Cross-border investments involving sensitive data sets, industrial control systems, or critical technology now face expanded filing obligations and potential mitigation agreements.
- Export control classifications now drive whether a mandatory CFIUS declaration is required for critical technology deals.
- Real estate proximity to enumerated facilities can trigger CFIUS jurisdiction even without an operating business, affecting data center, logistics, and infrastructure site selection.
Action items for operators
- Map portfolio companies and target investments against TID business definitions, access rights, and export control classifications to flag mandatory filings.
- Update deal checklists and diligence questionnaires to capture foreign investor rights, board observers, data access, and real estate proximity considerations.
- Coordinate with counsel to prepare 30-day declarations where mandatory and to evaluate whether a full notice is advisable for higher-risk transactions.