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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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On March 9, 2020, the Department of the Treasury (Treasury) published in the Federal Register <a href="https://www.govinfo.gov/content/pkg/FR-2020-03-09/pdf/2020-04641.pdf" target="_blank" rel="noopener">proposed regulations</a> to establish a fee for parties filing a voluntary notice of certain transactions for review by the Committee on Foreign Investment in the United States (CFIUS). CFIUS was granted the authority to institute filing fees in the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The regulations would establish a fee for both “covered transactions” involving investments in or acquisitions of U.S. businesses and “covered real estate transactions.” Treasury is interested in comments from the public on the impact of the proposed tiered fixed-fee structure and whether additional tiers or additional features should be considered. Comments are due by April&nbsp;8.

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The proposed fees would be the same for voluntary notices filed with respect to both covered transactions and covered real estate transactions. Notably, persons filing both mandatory short-form declarations or voluntary short-form declarations to CFIUS would be exempt from the filing fees.

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The proposed tiered fixed-fee structure is the following:

Value of the Transaction

Equal to or greater than $500,000 but less than $5,000,000

Equal to or greater than $5,000,000 but less than $50,000,000

Equal to or greater than $50,000,000 but less than $250,000,000

Equal to or greater than $250,000,000 but less than $750,000,000

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Treasury commented that it believes the proposed fee structure “will not discourage filings and will allow parties to continue the practice of determining whether to file a voluntary written notice based on an evaluation of the facts and circumstances of the transaction.” Treasury “expects that the filing fee will represent a relatively small proportion of the total transaction costs associated with any given transaction.”

The proposed fees depend on the value of the notified transaction and in each case, the fee amount set is no more than 0.15 percent of the overall transaction value. To determine the value of a transaction for purposes of determining the applicable fee, the regulation describes with particularity how to determine the value of a transaction.

For transactions involving payment in securities, through non-cash assets, by services, or by other means, the proposed regulation sets forth the following guidelines for determining transaction value for purposes of the filing fee:

Comments must be submitted no later than April 8, 2020, on Docket No. TREAS-DO-2020-0008 or RIN 1505-AC65 in the <a href="https://www.regulations.gov/docket?D=TREAS-DO-2020-0008" target="_blank" rel="noopener">federal eRulemaking portal</a>. Thompson Hine attorneys and professionals are available to provide further details.

Samir D. Varma Partner, International Trade 202.263.4136 <a href="mailto:Samir.Varma@ThompsonHine.com">Samir.Varma@ThompsonHine.com</a>

Francesca M.S. Guerrero Partner, International Trade 202.973.2774 <a href="mailto:Francesca.Guerrero@thompsonhine.com">Francesca.Guerrero@thompsonhine.com</a> &nbsp;

Brent Connor Senior Counsel, International Trade 202.236.4188 <a href="mailto:Brent.Connor@ThompsonHine.com">Brent.Connor@ThompsonHine.com</a>

Scott E. Diamond* Senior Legislative &amp; Regulatory Policy Advisor, International Trade 202.263.4197 <a href="mailto:Scott.Diamond@ThompsonHine.com">Scott.Diamond@ThompsonHine.com</a> *Not licensed to practice law

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.

This document may be considered attorney advertising in some jurisdictions.

https://admin.thompsonhine.com/wp-content/uploads/2022/04/International_Trade_Update_-_Treasury_Proposes_Regulations_to_Institute_CFIUS_Filing_Fees_Comments_Due_April_8.pdf

Treasury Proposes Regulations to Institute CFIUS Filing Fees Comments Due April 8

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