萨菲隆

Clicking "I Accept" means than you agree to the Terms and Conditions and Cookie Statement, and that you further acknowledge that the White & Case CFIUS FIRRMA Tool is meant for informational purposes only and does not constitute legal advice or a legal opinion. Information in the White & Case CFIUS FIRRMA Tool cannot be relied upon when assessing potential Committee on Foreign Investment in the United States (CFIUS) filing obligations or compliance with law. White & Case LLP is not responsible for the information users obtain using this tool and is not liable for users relying on information in this tool. This tool is based upon regulations and guidance provided by CFIUS and remains subject to change based on regulatory changes and further guidance from CFIUS.

 

To obtain legal advice and specific analysis regarding CFIUS-related issues pertaining to contemplated transactions, please contact one of our CFIUS specialists:

萨菲隆

萨菲隆Farhad Jalinous萨菲隆
Partner, Washington, DC
+1 202 626 3691
[email protected]

Karalyn Mildorf

萨菲隆Karalyn Mildorf萨菲隆
Partner, Washington, DC
+1 202 626 6489
[email protected]

Keith Schomig

萨菲隆Keith Schomig萨菲隆
Counsel, Washington, DC
+1 202 729 2330
[email protected]

Does the transaction involve a 萨菲隆US business萨菲隆?

Yes

 

萨菲隆

The term 萨菲隆investment萨菲隆 means the acquisition of equity interest, including contingent equity interest.

Are one or more investors/acquirers a 萨菲隆foreign person萨菲隆?

Yes

No

 

萨菲隆

The term 萨菲隆critical technologies萨菲隆 means the following:

 

萨菲隆

The provisions defining sensitive personal data, listed below, are complex. To proceed through this analysis step by step, select "Yes" as your answer for now, and in the next step select "Sensitive Personal Data."

(a) The term 萨菲隆sensitive personal data萨菲隆 means, except as provided in paragraph (b) of this section:

(1) Identifiable data that is:

(i) Maintained or collected by a US business that:

(A) Targets or tailors products or services to any US executive branch agency or military department with intelligence, national security, or homeland security responsibilities, or to personnel and contractors thereof;

(B) Has maintained or collected any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals at any point over the twelve (12) months preceding the earliest of the completion date, the date of any of the events described in § 800.104(b)(2) through (4) (as applicable), or the date of filing of a written notice or submission of a declaration, unless the US business can demonstrate that at the time of the completion date of the transaction it had or will have neither the capability to maintain nor the capability to collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals; or

(C) Has a demonstrated business objective to maintain or collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals and such data is an integrated part of the US business's primary products or services; and

(ii) Within any of the following categories:

(A) Financial data that could be used to analyze or determine an individual's financial distress or hardship;

(B) The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;

(C) The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;

(D) Data relating to the physical, mental, or psychological health condition of an individual;

(E) Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;

(F) Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;

(G) Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;

(H) Data stored and processed for generating a state or federal government identification card;

(I) Data concerning US Government personnel security clearance status; or

(J) The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust; and

(2) The results of an individual's genetic tests, including any related genetic sequencing data, whenever such results constitute identifiable data. Such results shall not include data derived from databases maintained by the US Government and routinely provided to private parties for purposes of research. For purposes of this paragraph, "genetic test" shall have the meaning provided in 42 USC 300gg-91(d)(17).

(b) The term 萨菲隆sensitive personal data萨菲隆 shall not include, regardless of the applicability of the criteria described in paragraph (a) of this section:

(1) Data maintained or collected by a US business concerning the employees of that US business, unless the data pertains to employees of US Government contractors who hold US Government personnel security clearances; or

(2) Data that is a matter of public record, such as court records or other government records that are generally available to the public.

In which of the following is the US business involved?

 

萨菲隆

The term 萨菲隆critical infrastructure萨菲隆 means, in the context of a particular covered control transaction, systems and assets, whether physical or virtual, so vital to the United States that the incapacity or destruction of such systems or assets would have a debilitating impact on national security. Under FIRRMA, CFIUS’s jurisdiction over covered investments in "critical infrastructure" is limited to a subset of critical infrastructure (referred to in the regulations as "covered investment critical infrastructure") that is likely to be of particular importance to US national security. These include:

  • telecoms: certain internet protocol networks, telecommunications and information services, internet exchange points, submarine cable systems and related facilities (including certain data centers);
  • power: certain systems for the generation, transmission, distribution, or storage of electric energy comprising the bulk-power system, industrial control systems utilized therefor, and certain electric storage resources physically connected to the bulk-power system;
  • oil and gas: certain refineries, crude oil storage facilities, liquid natural gas (LNG) import or export terminals, natural gas underground storage facilities or LNG peak-shaving facilities, interstate oil and natural gas pipelines, and industrial control systems therefor;
  • water: certain public water systems and treatment works, and industrial control systems therefor;
  • finance: certain systemically important financial market utilities, securities and options exchanges, and core processing services providers;
  • defense industrial base: fiber optic cables that directly serve certain military installations; facilities that provide electric power generation, transmission, distribution, or storage directly to or located on certain military installations and industrial control systems therefor; public water systems or treatment works directly serving certain military installations and industrial control systems therefor; interstate oil pipelines that directly serve the strategic petroleum reserve; rail lines and associated connector lines designated as part of the Department of Defense's (DOD) Strategic Rail Corridor Network; satellites or satellite systems providing services directly to DOD and its components; facilities in the United States that manufacture certain specialty metals, covered materials, chemical weapons antidotes, and carbon, alloy, and armor steel plate; and – other than commercially available off-the-shelf items – certain industrial resources manufactured or operated for a Major Defense Acquisition Program, Major System, or "DX" priority-rated contract or order, or funded by the Title III program, Industrial Base Fund, Rapid Innovation Fund, Manufacturing Technology Program, Defense Logistics Agency (DLA) Warstopper Program, or a DLA Surge and Sustainment contract; and
  • ports: airports and maritime ports that are subject to CFIUS's new real estate jurisdiction.

Does the US business produce, design, test, manufacture, fabricate, or develop one or more 萨菲隆critical technologies萨菲隆?

No

 

萨菲隆

The term 萨菲隆genetic test萨菲隆 means an analysis of human DNA, RNA, chromosomes, proteins, or metabolites, that detects genotypes, mutations, or chromosomal changes. The term "genetic test" does not mean (i) an analysis of proteins or metabolites that does not detect genotypes, mutations, or chromosomal changes; or (ii) an analysis of proteins or metabolites that is directly related to a manifested disease, disorder, or pathological condition that could reasonably be detected by a health care professional with appropriate training and expertise in the field of medicine involved.

 

萨菲隆

  • Financial data that could be used to analyze or determine an individual's financial distress or hardship;
  • The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;
  • The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;
  • Data relating to the physical, mental, or psychological health condition of an individual;
  • Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;
  • Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;
  • Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;
  • Data stored and processed for generating a state or federal government identification card;
  • Data concerning US Government personnel security clearance status; or
  • The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust.

Is this data either (1) only maintained or collected on the employees of the US business, and such individuals are not employees of a US Government contractor that hold personnel security clearances; or 2) a matter of public record?

Yes

no

Is the US business involved in 萨菲隆critical infrastructure萨菲隆 and/or 萨菲隆sensitive personal data萨菲隆? You can repeat the analysis for each applicable sector.

No

 

萨菲隆

The provisions defining sensitive personal data, listed below, are complex. To proceed through this analysis step by step, select "Yes" as your answer for now, and in the next step select "Sensitive Personal Data."

(a) The term 萨菲隆sensitive personal data萨菲隆 means, except as provided in paragraph (b) of this section:

(1) Identifiable data that is:

(i) Maintained or collected by a US business that:

(A) Targets or tailors products or services to any US executive branch agency or military department with intelligence, national security, or homeland security responsibilities, or to personnel and contractors thereof;

(B) Has maintained or collected any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals at any point over the twelve (12) months preceding the earliest of the completion date, the date of any of the events described in § 800.104(b)(2) through (4) (as applicable), or the date of filing of a written notice or submission of a declaration, unless the US business can demonstrate that at the time of the completion date of the transaction it had or will have neither the capability to maintain nor the capability to collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals; or

(C) Has a demonstrated business objective to maintain or collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals and such data is an integrated part of the US business's primary products or services; and

(ii) Within any of the following categories:

(A) Financial data that could be used to analyze or determine an individual's financial distress or hardship;

(B) The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;

(C) The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;

(D) Data relating to the physical, mental, or psychological health condition of an individual;

(E) Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;

(F) Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;

(G) Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;

(H) Data stored and processed for generating a state or federal government identification card;

(I) Data concerning US Government personnel security clearance status; or

(J) The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust; and

(2) The results of an individual's genetic tests, including any related genetic sequencing data, whenever such results constitute identifiable data. Such results shall not include data derived from databases maintained by the US Government and routinely provided to private parties for purposes of research. For purposes of this paragraph, "genetic test" shall have the meaning provided in 42 USC 300gg-91(d)(17).

(b) The term 萨菲隆sensitive personal data萨菲隆 shall not include, regardless of the applicability of the criteria described in paragraph (a) of this section:

(1) Data maintained or collected by a US business concerning the employees of that US business, unless the data pertains to employees of US Government contractors who hold US Government personnel security clearances; or

(2) Data that is a matter of public record, such as court records or other government records that are generally available to the public.

Is the US business involved in 萨菲隆critical technologies萨菲隆 and/or 萨菲隆sensitive personal data萨菲隆? You can repeat the analysis for each applicable sector.

No

 

萨菲隆

The provisions defining sensitive personal data, listed below, are complex. To proceed through this analysis step by step, select "Yes" as your answer for now, and in the next step select "Sensitive Personal Data."

(a) The term 萨菲隆sensitive personal data萨菲隆 means, except as provided in paragraph (b) of this section:

(1) Identifiable data that is:

(i) Maintained or collected by a US business that:

(A) Targets or tailors products or services to any US executive branch agency or military department with intelligence, national security, or homeland security responsibilities, or to personnel and contractors thereof;

(B) Has maintained or collected any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals at any point over the twelve (12) months preceding the earliest of the completion date, the date of any of the events described in § 800.104(b)(2) through (4) (as applicable), or the date of filing of a written notice or submission of a declaration, unless the US business can demonstrate that at the time of the completion date of the transaction it had or will have neither the capability to maintain nor the capability to collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals; or

(C) Has a demonstrated business objective to maintain or collect any identifiable data within one or more categories described in paragraph (a)(1)(ii) of this section on greater than one million individuals and such data is an integrated part of the US business's primary products or services; and

(ii) Within any of the following categories:

(A) Financial data that could be used to analyze or determine an individual's financial distress or hardship;

(B) The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;

(C) The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;

(D) Data relating to the physical, mental, or psychological health condition of an individual;

(E) Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;

(F) Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;

(G) Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;

(H) Data stored and processed for generating a state or federal government identification card;

(I) Data concerning US Government personnel security clearance status; or

(J) The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust; and

(2) The results of an individual's genetic tests, including any related genetic sequencing data, whenever such results constitute identifiable data. Such results shall not include data derived from databases maintained by the US Government and routinely provided to private parties for purposes of research. For purposes of this paragraph, "genetic test" shall have the meaning provided in 42 USC 300gg-91(d)(17).

(b) The term 萨菲隆sensitive personal data萨菲隆 shall not include, regardless of the applicability of the criteria described in paragraph (a) of this section:

(1) Data maintained or collected by a US business concerning the employees of that US business, unless the data pertains to employees of US Government contractors who hold US Government personnel security clearances; or

(2) Data that is a matter of public record, such as court records or other government records that are generally available to the public.

Does the US business maintain or collect, directly or indirectly, any 萨菲隆identifiable data萨菲隆 of the type described below?

Yes

No

萨菲隆

  • Financial data that could be used to analyze or determine an individual's financial distress or hardship;
  • The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;
  • The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;
  • Data relating to the physical, mental, or psychological health condition of an individual;
  • Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;
  • Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;
  • Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;
  • Data stored and processed for generating a state or federal government identification card;
  • Data concerning US Government personnel security clearance status; or
  • The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust.

Is this data either (1) only maintained or collected on the employees of the US business, and such individuals are not employees of a US Government contractor that hold personnel security clearances; or 2) a matter of public record?

Yes

No

Does the US business 萨菲隆target or tailor萨菲隆 products or services to any US executive branch agency or military department with intelligence, national security, or homeland security responsibilities, or to personnel and contractors thereof?

Yes

No

 

萨菲隆

The term 萨菲隆identifiable data萨菲隆 means data that can be used to distinguish or trace an individual's identity, including through the use of any personal identifier. Aggregated data or anonymized data is identifiable data if any party to the transaction has, or as a result of the transaction will have, the ability to disaggregate or de-anonymize the data, or if the data is otherwise capable of being used to distinguish or trace an individual's identity. Identifiable data does not include encrypted data, unless the US business that maintains or collects the encrypted data has the means to de-encrypt the data so as to distinguish or trace an individual's identity.

 

萨菲隆

The 萨菲隆completion date萨菲隆 is means, with respect to a transaction, the earliest date upon which any ownership interest, including a contingent equity interest, is conveyed, assigned, delivered, or otherwise transferred to a person, or a change in rights that could result in a covered control transaction or covered investment occurs.

 

萨菲隆

The 萨菲隆completion date萨菲隆 is means, with respect to a transaction, the earliest date upon which any ownership interest, including a contingent equity interest, is conveyed, assigned, delivered, or otherwise transferred to a person, or a change in rights that could result in a covered control transaction or covered investment occurs.

 

萨菲隆

  • Financial data that could be used to analyze or determine an individual's financial distress or hardship;
  • The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;
  • The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;
  • Data relating to the physical, mental, or psychological health condition of an individual;
  • Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;
  • Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;
  • Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;
  • Data stored and processed for generating a state or federal government identification card;
  • Data concerning US Government personnel security clearance status; or
  • The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust.

Does the US business have a demonstrated business objective to maintain or collect 萨菲隆such identifiable data萨菲隆 on greater than one million individuals and such data is an integrated part of the US business's primary products or services?

Yes

No

 

萨菲隆

  • Financial data that could be used to analyze or determine an individual's financial distress or hardship;
  • The set of data in a consumer report, as defined under 萨菲隆萨菲隆15 USC 1681a, unless such data is obtained from a consumer reporting agency for one or more purposes identified in 15 USC 1681b(a) and such data is not substantially similar to the full contents of a consumer file as defined under 萨菲隆萨菲隆15 USC 1681a;
  • The set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance;
  • Data relating to the physical, mental, or psychological health condition of an individual;
  • Non-public electronic communications, including email, messaging, or chat communications, between or among users of a US business's products or services if a primary purpose of such product or service is to facilitate third-party user communications;
  • Geolocation data collected using positioning systems, cell phone towers, or WiFi access points such as via a mobile application, vehicle GPS, other onboard mapping tool, or wearable electronic device;
  • Biometric enrollment data including facial, voice, retina/iris, and palm/fingerprint templates;
  • Data stored and processed for generating a state or federal government identification card;
  • Data concerning US Government personnel security clearance status; or
  • The set of data in an application for a US Government personnel security clearance or an application for employment in a position of public trust.

Is the US business involved in 萨菲隆critical technologies萨菲隆 and/or 萨菲隆critical infrastructure萨菲隆? You can repeat the analysis for each applicable sector.

No

 

萨菲隆

The term 萨菲隆critical infrastructure萨菲隆 means, in the context of a particular covered control transaction, systems and assets, whether physical or virtual, so vital to the United States that the incapacity or destruction of such systems or assets would have a debilitating impact on national security. Under FIRRMA, CFIUS’s jurisdiction over covered investments in "critical infrastructure" is limited to a subset of critical infrastructure (referred to in the regulations as "covered investment critical infrastructure") that is likely to be of particular importance to US national security. These include:

  • telecoms: certain internet protocol networks, telecommunications and information services, internet exchange points, submarine cable systems and related facilities (including certain data centers);
  • power: certain systems for the generation, transmission, distribution, or storage of electric energy comprising the bulk-power system, industrial control systems utilized therefor, and certain electric storage resources physically connected to the bulk-power system;
  • oil and gas: certain refineries, crude oil storage facilities, liquid natural gas (LNG) import or export terminals, natural gas underground storage facilities or LNG peak-shaving facilities, interstate oil and natural gas pipelines, and industrial control systems therefor;
  • water: certain public water systems and treatment works, and industrial control systems therefor;
  • finance: certain systemically important financial market utilities, securities and options exchanges, and core processing services providers;
  • defense industrial base: fiber optic cables that directly serve certain military installations; facilities that provide electric power generation, transmission, distribution, or storage directly to or located on certain military installations and industrial control systems therefor; public water systems or treatment works directly serving certain military installations and industrial control systems therefor; interstate oil pipelines that directly serve the strategic petroleum reserve; rail lines and associated connector lines designated as part of the Department of Defense's (DOD) Strategic Rail Corridor Network; satellites or satellite systems providing services directly to DOD and its components; facilities in the United States that manufacture certain specialty metals, covered materials, chemical weapons antidotes, and carbon, alloy, and armor steel plate; and – other than commercially available off-the-shelf items – certain industrial resources manufactured or operated for a Major Defense Acquisition Program, Major System, or "DX" priority-rated contract or order, or funded by the Title III program, Industrial Base Fund, Rapid Innovation Fund, Manufacturing Technology Program, Defense Logistics Agency (DLA) Warstopper Program, or a DLA Surge and Sustainment contract; and
  • ports: airports and maritime ports that are subject to CFIUS's new real estate jurisdiction.

Could the transaction result in foreign 萨菲隆control萨菲隆 of a US business?

Yes

No

 

萨菲隆

The term 萨菲隆TID US business萨菲隆 means any US business that:

  • Produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies;
  • Performs the functions as set forth in Column 2 of Appendix A to 31 CFR Part 800 with respect to covered investment critical infrastructure; or
  • Maintains or collects, directly or indirectly, sensitive personal data of US citizens.

Based on your responses, the US business that is the subject of this transaction appears to be a 萨菲隆TID US business萨菲隆. The jurisdictional analysis for a TID US business requires examining additional provisions of the CFIUS regulations to determine whether the transaction is a covered transaction subject to CFIUS's jurisdiction and, if so, if a CFIUS filing is mandatory or voluntary. The following questions ask about the transaction and the foreign investor.

萨菲隆Click here to continue the analysis萨菲隆.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

(a) The term 萨菲隆covered port萨菲隆 means, subject to paragraph (b) of this section, any port that is listed:

  • In the Department of Transportation, Federal Aviation Administration's annual final enplanement data as a "large hub airport," as that term is defined in 49 USC 40102(a)(29);
  • In the Department of Transportation, Federal Aviation Administration's annual final all-cargo landed weight data as an airport with annual aggregate all-cargo landed weight greater than 1.24 billion pounds;
  • By the Department of Transportation, Federal Aviation Administration as a "joint use airport," as that term is defined in 49 USC 47175(7);
  • By the Department of Transportation, Maritime Administration as a commercial strategic seaport within the National Port Readiness Network; or
  • By the Department of Transportation, Bureau of Transportation Statistics as a top 25 tonnage, container, or dry bulk port.

(b) For purposes of determining whether a port constitutes a covered port under paragraph (a) of this section,

  • Any port that is added after February 13, 2020 to any of the lists described in paragraph (a) of this section shall be deemed not to be in effect as a covered port until 30 days after the port's addition to the relevant list maintained by the Department of Transportation; and
  • In the context of a particular transaction, the covered ports in effect on the day immediately prior to, the earlier of, the date on which the parties sign a written document establishing the material terms of the transaction, or the completion date of the transaction, shall apply.

Is the foreign person a 萨菲隆foreign air carrier萨菲隆?

Yes

No

 

萨菲隆

A 萨菲隆foreign air carrier萨菲隆 is a person, not a citizen of the United States, undertaking by any means, directly or indirectly, to provide foreign air transportation, for whom the Department of Homeland Security, Transportation Security Administration has accepted a security program under 49 CFR 1546.105.

According to the terms of the lease or concession, is the real estate only allowed to be used for the purpose of engaging in the retail sale of consumer goods or services to the public?

No

Is the real estate a single housing unit (which includes fixtures and adjacent land to the extent such fixtures and land are incidental to the use of the real estate as a single housing unit)?

Is the real estate within an 萨菲隆urbanized area萨菲隆 or 萨菲隆urban cluster萨菲隆? (The CFIUS Geographic Reference Tool may be used to assist in determining whether the real estate is within an urbanized area or urban cluster.)

No

 

萨菲隆

The term 萨菲隆urban cluster萨菲隆 means a statistical geographic area as identified in the most recent US Census consisting of a densely settled core created from census tracts or blocks and contiguous qualifying territory that together have at least 2,500 individuals but fewer than 50,000 individuals.

Does the transaction involve the purchase or lease by, or concession to, a foreign person of commercial space within a multi-unit building?

Yes

No

Upon completion of the transaction, will (1) the foreign person and its affiliates, in the aggregate, hold, lease, or have a concession with respect to commercial space in such building that exceeds 10% of the total square footage of the commercial space of such building; or (2) the foreign person and its affiliates, each counted separately, represent more than 10% of the total number of tenants based on the number of ownership, lease, and concession arrangement for commercial space in the building?

Yes

Is the real estate that is the subject of the transaction (1) owned by an Alaska Native village, Native group, or Native Corporation as those terms are defined in the 萨菲隆Alaska Native Claims Settlement Act at 43 USC 1602萨菲隆; or (2) held in trust by the United States for American Indians, Indian tribes, Alaska Natives, or any of the entities described in (1)?

No

 

萨菲隆

(a) The term 萨菲隆control萨菲隆 means the power, direct or indirect, whether or not exercised, through the ownership of a majority or a dominant minority of the total outstanding voting interest in an entity, board representation, proxy voting, a special share, contractual arrangements, formal or informal arrangements to act in concert, or other means, to determine, direct, or decide important matters affecting an entity; in particular, but without limitation, to determine, direct, take, reach, or cause decisions regarding the following matters, or any other similarly important matters affecting an entity:

(1) The sale, lease, mortgage, pledge, or other transfer of any of the tangible or intangible principal assets of the entity, whether or not in the ordinary course of business;

(2) The reorganization, merger, or dissolution of the entity;

(3) The closing, relocation, or substantial alteration of the production, operational, or research and development facilities of the entity;

(4) Major expenditures or investments, issuances of equity or debt, or dividend payments by the entity, or approval of the operating budget of the entity;

(5) The selection of new business lines or ventures that the entity will pursue;

(6) The entry into, termination, or non-fulfillment by the entity of significant contracts;

(7) The policies or procedures of the entity governing the treatment of non-public technical, financial, or other proprietary information of the entity;

(8) The appointment or dismissal of officers or senior managers or, in the case of a partnership, the general partner;

(9) The appointment or dismissal of employees with access to critical technology or other sensitive technology or classified US Government information; or

(10) The amendment of the Articles of Incorporation, constituent agreement, or other organizational documents of the entity with respect to the matters described in paragraphs (a)(1) through (9) of this section.

(b) In examining questions of control in situations where more than one foreign person has an ownership interest in an entity, consideration will be given to factors such as whether the foreign persons are related or have formal or informal arrangements to act in concert, whether they are agencies or instrumentalities of the national or subnational governments of a single foreign state, and whether a given foreign person and another person that has an ownership interest in the entity are both controlled by any of the national or subnational governments of a single foreign state.

(c) The following minority shareholder protections shall not in themselves be deemed to confer control over an entity:

(1) The power to prevent the sale or pledge of all or substantially all of the assets of an entity or a voluntary filing for bankruptcy or liquidation;

(2) The power to prevent an entity from entering into contracts with majority investors or their affiliates;

(3) The power to prevent an entity from guaranteeing the obligations of majority investors or their affiliates;

(4) The right to purchase an additional interest in an entity to prevent the dilution of an investor's pro rata interest in that entity in the event that the entity issues additional instruments conveying interests in the entity;

(5) The power to prevent the change of existing legal rights or preferences of the particular class of stock held by minority investors, as provided in the relevant corporate documents governing such shares; and

(6) The power to prevent the amendment of the Articles of Incorporation, constituent agreement, or other organizational documents of an entity with respect to the matters described in paragraphs (c)(1) through (5) of this section.

(d) The Committee will consider, on a case-by-case basis, whether minority shareholder protections other than those listed in paragraph (c) of this section do not confer control over an entity.

Is the foreign investor an 萨菲隆excepted investor萨菲隆 (this is a very limited category that does not likely apply if the foreign investor or any of its parents are formed under the laws of, or have directors who are citizens of, a country that is not an 萨菲隆excepted foreign state萨菲隆)?

Yes

No

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Does the transaction involve an 萨菲隆air carrier萨菲隆?

Yes

No

 

萨菲隆

The term 萨菲隆material nonpublic technical information萨菲隆 means information that:

  • Provides knowledge, know-how, or understanding, in each case not available in the public domain, of the design, location, or operation of covered investment critical infrastructure, including vulnerability information such as that related to physical security or cybersecurity; or
  • Is not available in the public domain and is necessary to design, fabricate, develop, test, produce, or manufacture a critical technology, including processes, techniques, or methods.

The term 萨菲隆material nonpublic technical information萨菲隆 does not include financial information regarding the performance of an entity.

Will the transaction afford the foreign investor membership or observer rights on, or the right to nominate an individual to a position on, the board of directors or equivalent governing body of the US business?

Yes

No

Will the transaction afford the foreign investor any involvement, other than through voting of shares, in 萨菲隆substantive decisionmaking萨菲隆 of the US business regarding: (1) the use, development, acquisition, safekeeping, or release of sensitive personal data of US citizens maintained or collected by the US business; (2) the use, development, acquisition, or release of 萨菲隆critical technologies萨菲隆; or (3) the management, operation, manufacture, or supply of 萨菲隆covered investment critical infrastructure萨菲隆?

Yes

 

萨菲隆

The term 萨菲隆critical technologies萨菲隆 means the following:

 

萨菲隆

The provisions defining an excepted investor, listed below, are very long and complex. To proceed through this analysis step by step, select the "Unsure" answer above.

(a) The term 萨菲隆excepted investor萨菲隆 means a foreign person who is, as of the completion date of the transaction and subject to paragraphs (c) and (d) of this section:

(1) A foreign national who is a national of one or more excepted foreign states and is not also a national of any foreign state that is not an excepted foreign state;

(2) A foreign government of an excepted foreign state; or

(3) A foreign entity that meets each of the following conditions with respect to itself and each of its parents (if any):

(i) Such entity is organized under the laws of an excepted foreign state or in the United States;

(ii) Such entity has its principal place of business in an excepted foreign state or in the United States;

(iii) Seventy-five percent or more of the members and 75 percent or more of the observers of the board of directors or equivalent governing body of such entity are:

(A) US nationals; or

(B) Nationals of one or more excepted foreign states who are not also nationals of any foreign state that is not an excepted foreign state;

(iv) Any foreign person that individually, and each foreign person that is part of a group of foreign persons that in the aggregate, holds 10 percent or more of the outstanding voting interest of such entity; holds the right to 10 percent or more of the profits of such entity; holds the right in the event of dissolution to 10 percent or more of the assets of such entity; or otherwise could exercise control over such entity, is:

(A) A foreign national who is a national of one or more excepted foreign states and is not also a national of any foreign state that is not an excepted foreign state;

(B) A foreign government of an excepted foreign state; or

(C) A foreign entity that is organized under the laws of an excepted foreign state and has its principal place of business in an excepted foreign state or in the United States; and

(v) The minimum excepted ownership of such entity is held, individually or in the aggregate, by one or more persons each of whom is:

(A) Not a foreign person;

(B) A foreign national who is a national of one or more excepted foreign states and is not also a national of any foreign state that is not an excepted foreign state;

(C) A foreign government of an excepted foreign state; or

(D) A foreign entity that is organized under the laws of an excepted foreign state and has its principal place of business in an excepted foreign state or in the United States.

(b) For purposes of paragraph (a)(3)(iv) of this section, foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are aggregated.

(c) Notwithstanding paragraph (a) of this section, a foreign person is not an excepted investor with respect to a transaction if:

(1) In the five years prior to the completion date of the transaction the foreign person, any of its parents, or any entity of which it is a parent:

(i) Has received written notice from the Committee that it has submitted a material misstatement or omission in a notice or declaration or made a false certification under this part or part 801 or 802 of this title;

(ii) Has received written notice from the Committee that it has violated a material provision of a mitigation agreement entered into with, material condition imposed by, or an order issued by, the Committee or a lead agency under 萨菲隆section 721(l);

(iii) Has been subject to action by the President under 萨菲隆section 721(d);

(iv) Has:

(A) Received a written Finding of Violation or Penalty Notice imposing a civil monetary penalty from the Department of the Treasury, Office of Foreign Assets Control (OFAC); or

(B) Entered into a settlement agreement with OFAC with respect to apparent violations of US sanctions laws administered by OFAC, including the International Emergency Economic Powers Act, the Trading With the Enemy Act, the 萨菲隆Foreign Narcotics Kingpin Designation Act, each as amended, or of any executive order, regulation, order, directive, or license issued pursuant thereto;

(v) Has received a written notice of debarment from the Department of State, Directorate of Defense Trade Controls, as described in 22 CFR parts 127 and 128;

(vi) Has been a respondent or party in a final order, including a settlement order, issued by the Department of Commerce, Bureau of Industry and Security (BIS) regarding violations of US export control laws administered by BIS, including the 萨菲隆Export Control Reform Act of 2018 (50 USC 4801 et seq.), the EAR, or of any executive order, regulation, order, directive, or license issued pursuant thereto;

(vii) Has received a final decision from the Department of Energy, National Nuclear Security Administration imposing a civil penalty with respect to a violation of section 57 b. of the Atomic Energy Act of 1954, as implemented under 10 CFR part 810; or

(viii) Has been convicted of, or has entered into a deferred prosecution agreement or non?prosecution agreement with the Department of Justice with respect to, any felony in any jurisdiction within the United States; or

(2) The foreign person, any of its parents, or any entity of which it is a parent is, on the date on which the parties to the transaction first execute a binding written agreement, or other binding document, establishing the material terms of the transaction, listed on either the BIS Unverified List or Entity List in 15 CFR part 744.

(d) Irrespective of whether the foreign person satisfies the criteria in paragraph (a)(1) or (2), (a) (3)(i) through (iii), or (c)(1)(i) through (iii) of this section as of the completion date, if at any time during the three-year period following the completion date, the foreign person no longer meets all the criteria set forth in paragraph (a)(1) or (2), (a)(3)(i) through (iii), or (c)(1)(i) through (iii) of this section, the foreign person is not an excepted investor with respect to the transaction from the completion date onward. This paragraph does not apply when an excepted investor no longer meets any of the criteria solely due to a rescission of a determination under § 800.1001(b) or if the relevant foreign state otherwise ceases to be an excepted foreign state.

(e) A foreign person may waive its status as an excepted investor with respect to a transaction at any time by submitting a declaration under § 800.403 or filing a notice under § 800.501 regarding the transaction in which it explicitly waives such status. In such case, the foreign person will be deemed not to be an excepted investor with respect to the transaction and the relevant provisions of subpart D or E will apply.

Note 1 to § 800.219: See § 800.501(c)(2) regarding an agency notice where a foreign person is not an excepted investor solely due to § 800.219(d).

 

萨菲隆

An 萨菲隆air carrier萨菲隆 is a citizen of the United States undertaking by any means, directly or indirectly, to provide air transportation.

Will the foreign investor acquire, directly or indirectly, 25% or more of the voting interests of the US business?

Yes

No

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

Does a foreign government hold, directly or indirectly, a voting interest of 49% or more in the foreign investor (calculated as described below)?

Yes

No

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

Is the foreign government the government of an 萨菲隆excepted foreign state萨菲隆?

Yes

No

 

萨菲隆

The term 萨菲隆investment fund萨菲隆 means any entity that is an "investment company," as defined in section 3(a) of the Investment Company Act of 1940 (15 USC 80a-1 et seq.), or would be an "investment company" but for one or more of the exemptions provided in section 3(b) or 3(c) thereunder.

Is the fund managed exclusively by a general partner, a managing member, or an equivalent?

Yes

Is the general partner, managing member, or equivalent that exclusively manages the fund a foreign person?

No

With respect to an advisory board or a committee of the fund on which any foreign person has membership as a limited partner, does the advisory board or committee have the ability to approve, disapprove, or otherwise control: (1) investment decisions of the investment fund; or (2) decisions made by the general partner, managing member, or equivalent related to entities in which the investment fund is invested?

No

With respect to an advisory board or a committee of the fund on which any foreign person has membership as a limited partner, will the foreign person otherwise have the ability to control the investment fund, including without limitation the authority: (1) to approve, disapprove, or otherwise control investment decisions of the investment fund; (2) to approve, disapprove, or otherwise control decisions made by the general partner, managing member, or equivalent related to entities in which the investment fund is invested; or (3) to unilaterally dismiss, prevent the dismissal of, select, or determine the compensation of the general partner, managing member, or equivalent?

No

As may have been previously asked, does the US business produce, design, test, manufacture, fabricate, or develop one or more 萨菲隆critical technologies萨菲隆?

Yes

No

 

萨菲隆

The term 萨菲隆critical technologies萨菲隆 means the following:

 

萨菲隆

The term 萨菲隆critical technologies萨菲隆 means the following:

 

萨菲隆

The 萨菲隆National Industry Security Program萨菲隆 Operating Manual may be found here (PDF).

Is the US business operating under a valid facility security clearance pursuant to the 萨菲隆National Industrial Security Program萨菲隆 regulations?

Yes

No

 

萨菲隆

The term 萨菲隆critical technologies萨菲隆 means the following:

 

萨菲隆

The term 萨菲隆investment fund萨菲隆 means any entity that is an "investment company," as defined in section 3(a) of the Investment Company Act of 1940 (15 USC 80a-1 et seq.), or would be an "investment company" but for one or more of the exemptions provided in section 3(b) or 3(c) thereunder.

Is the fund managed exclusively by a general partner, a managing member, or an equivalent?

Yes

Is the general partner, managing member, or equivalent that exclusively manages the fund a foreign person?

No

With respect to an advisory board or a committee of the fund on which any foreign person has membership as a limited partner, does the advisory board or committee have the ability to approve, disapprove, or otherwise control: (1) investment decisions of the investment fund; or (2) decisions made by the general partner, managing member, or equivalent related to entities in which the investment fund is invested?

No

With respect to an advisory board or a committee of the fund on which any foreign person has membership as a limited partner, will the foreign person otherwise have the ability to control the investment fund, including without limitation the authority: (1) to approve, disapprove, or otherwise control investment decisions of the investment fund; (2) to approve, disapprove, or otherwise control decisions made by the general partner, managing member, or equivalent related to entities in which the investment fund is invested; or (3) to unilaterally dismiss, prevent the dismissal of, select, or determine the compensation of the general partner, managing member, or equivalent?

No

The following questions are intended to determine whether the foreign investor qualifies as an Excepted Investor. If you are unsure of any answer in this step, you should presume that the foreign investor does not qualify as an Excepted Investor. Clicking "unsure" at any point in the Excepted Investor step will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

萨菲隆Click here to continue萨菲隆.

Based on your responses, the foreign investor appears to qualify as an Excepted Investor, unless any of these 萨菲隆caveats萨菲隆 apply.

萨菲隆Click here to continue萨菲隆.

 

萨菲隆

A foreign person is not an excepted real estate investor with respect to a transaction if:

  • In the five years prior to the completion date of the transaction the foreign person, any of its parents, or any entity of which it is a parent:
    • Has received written notice from the Committee that it has submitted a material misstatement or omission in a notice or declaration or made a false certification under this part or part 800 or 801 of this chapter;
    • Has received written notice from the Committee that it has violated a material provision of a mitigation agreement entered into with, material condition imposed by, or an order issued by, the Committee or a lead agency under section 萨菲隆721(l);
    • Has been subject to action by the President under section 萨菲隆721(d);
    • Has:
    • Has received a written notice of debarment from the Department of State, Directorate of Defense Trade Controls, as described in 22 CFR parts 127 and 128;
    • Has been a respondent or party in a final order, including a settlement order, issued by the Department of Commerce, Bureau of Industry and Security (BIS) regarding violations of US export control laws administered by BIS, including the Export Control Reform Act of 2018 (50 USC 4801 et seq) the Export Administration Regulations (15 CFR parts 730-774), or of any executive order, regulation, order, directive, or license issued pursuant thereto;
    • Has received a final decision from the Department of Energy, National Nuclear Security Administration imposing a civil penalty with respect to a violation of section 57 b. of the Atomic Energy Act of 1954, as implemented under 10 CFR part 810; or
    • Has been convicted of, or has entered into a deferred prosecution agreement or non-prosecution agreement with the Department of Justice with respect to, any felony in any jurisdiction within the United States; or
  • The foreign person, any of its parents, or any entity of which it is a parent is, on the date on which the parties to the transaction first execute a binding written agreement, or other binding document, establishing the material terms of the transaction, listed on either the BIS Unverified List or Entity List in 15 CFR part 744.

Based on your responses, the foreign investor does not appear to qualify as an Excepted Real Estate Investor.

萨菲隆Click here to continue萨菲隆.

Is the foreign investor an 萨菲隆excepted real estate investor萨菲隆 (this is a very limited category that does not likely apply if the foreign investor or any of its parents are formed under the laws of, or have directors who are citizens of, a country that is not an 萨菲隆excepted real estate foreign state萨菲隆)?

No

 

萨菲隆

The term 萨菲隆excepted real estate foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Is the foreign investor an individual who is a national of one or more 萨菲隆excepted real estate foreign states萨菲隆?

Yes

No

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Real Estate Investor.

 

萨菲隆

The term 萨菲隆excepted real estate foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Is the foreign investor a foreign government of an 萨菲隆excepted real estate foreign state萨菲隆?

No

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Real Estate Investor.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

Is each such foreign person at least one of the following: (1) a foreign national who is a national of one or more 萨菲隆excepted real estate foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted real estate foreign state; (2) a foreign government of an excepted real estate foreign state; or (3) a foreign entity that is organized under the laws of an excepted real estate foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted real estate foreign state or in the United States?

Yes

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Real Estate Investor.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are the foreign investor's equity securities primarily traded on an exchange in an 萨菲隆excepted real estate foreign state萨菲隆 or the United States?

Yes

No

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Real Estate Investor.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆foreign national萨菲隆 means any individual other than a US national.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are a majority of the foreign investor's voting interest, the right to a majority of its profits, and the right in the event of dissolution to a majority of its assets held, individually or in the 萨菲隆aggregate萨菲隆, by one or more persons, each of whom is (1) a person who is not a 萨菲隆foreign person萨菲隆, (2) a 萨菲隆foreign national萨菲隆 who is a national of one or more 萨菲隆excepted real estate foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted real estate foreign state, (3) a foreign government of an excepted real estate foreign state, or (4) an entity that is organized under the laws of an excepted real estate foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted real estate foreign state or in the United States?

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Real Estate Investor.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted real estate foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted real estate foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted real estate foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Is the foreign investor also a national of a foreign state that is not an 萨菲隆excepted foreign state萨菲隆?

No

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Is the foreign investor, and each of its 萨菲隆parents萨菲隆, if any, an entity that is organized under the laws of an 萨菲隆excepted foreign state萨菲隆 or the United States?

Yes

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Does the foreign investor, and each of its 萨菲隆parents萨菲隆, if any, have its 萨菲隆principal place of business萨菲隆 in an 萨菲隆excepted foreign state萨菲隆 or the United States?

Yes

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

Is each such foreign person at least one of the following: (1) a foreign national who is a national of one or more 萨菲隆excepted foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted foreign state; (2) a foreign government of an excepted foreign state; or (3) a foreign entity that is organized under the laws of an excepted foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted foreign state or in the United States?

Yes

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are the foreign investor's equity securities primarily traded on an exchange in an 萨菲隆excepted foreign state萨菲隆 or the United States?

Yes

No

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆foreign national萨菲隆 means any individual other than a US national.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are a majority of the foreign investor's voting interest, the right to a majority of its profits, and the right in the event of dissolution to a majority of its assets held, individually or in the 萨菲隆aggregate萨菲隆, by one or more persons, each of whom is (1) a person who is not a 萨菲隆foreign person萨菲隆, (2) a 萨菲隆foreign national萨菲隆 who is a national of one or more 萨菲隆excepted foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted foreign state, (3) a foreign government of an excepted foreign state, or (4) an entity that is organized under the laws of an excepted foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted foreign state or in the United States?

* Clicking "Unsure" will return you to the jurisdictional analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

A foreign person is not an excepted investor with respect to a transaction if:

  • In the five years prior to the completion date of the transaction the foreign person, any of its parents, or any entity of which it is a parent:
    • Has received written notice from the Committee that it has submitted a material misstatement or omission in a notice or declaration or made a false certification under this part or part 801 or 802 of this title;
    • Has received written notice from the Committee that it has violated a material provision of a mitigation agreement entered into with, material condition imposed by, or an order issued by, the Committee or a lead agency under 萨菲隆section 721(l);
    • Has been subject to action by the President under section 萨菲隆721(d);
    • Has:
    • Has received a written notice of debarment from the Department of State, Directorate of Defense Trade Controls, as described in 22 CFR parts 127 and 128;
    • Has been a respondent or party in a final order, including a settlement order, issued by the Department of Commerce, Bureau of Industry and Security (BIS) regarding violations of US export control laws administered by BIS, including the 萨菲隆Export Control Reform Act of 2018 (50 USC 4801 et seq.), the EAR, or of any executive order, regulation, order, directive, or license issued pursuant thereto;
    • Has received a final decision from the Department of Energy, National Nuclear Security Administration imposing a civil penalty with respect to a violation of section 57 b. of the Atomic Energy Act of 1954, as implemented under 10 CFR part 810; or
    • Has been convicted of, or has entered into a deferred prosecution agreement or non-prosecution agreement with the Department of Justice with respect to, any felony in any jurisdiction within the United States; or
  • The foreign person, any of its parents, or any entity of which it is a parent is, on the date on which the parties to the transaction first execute a binding written agreement, or other binding document, establishing the material terms of the transaction, listed on either the BIS Unverified List or Entity List in 15 CFR part 744.

Based on your responses, the foreign investor does not appear to qualify as an Excepted Investor.

萨菲隆萨菲隆Click here to return to the voluntary/mandatory filing analysis萨菲隆 with the presumption that the foreign investor is not an Excepted Investor.

Is the foreign investor a national of one or more 萨菲隆excepted foreign states萨菲隆?

Yes

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Is the foreign investor a foreign government of an 萨菲隆excepted foreign state萨菲隆?

Yes

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

(a) The term 萨菲隆parent萨菲隆 means, with respect to an entity:

(1) A person who or which directly or indirectly:

(i) Holds or will hold at least 50 percent of the outstanding voting interest in the entity; or

(ii) Holds or will hold the right to at least 50 percent of the profits of the entity, or has or will have the right in the event of dissolution to at least 50 percent of the assets of the entity; or

(2) The general partner, managing member, or equivalent of the entity.

(b) Any entity that meets the conditions of paragraph (a)(1) or (2) of this section with respect to another entity (i.e., the intermediate parent) is also a parent of any other entity of which the intermediate parent is a parent.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Are 75% or more of the members and 75% or more of the observers of the board of directors or equivalent governing body of the foreign investor, and each of its 萨菲隆parents萨菲隆, if any, US nationals or, if foreign nationals, nationals of one or more 萨菲隆excepted foreign states萨菲隆 and not also nationals of any foreign state that is not an excepted foreign state?

Yes

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Does any 萨菲隆foreign person萨菲隆, individually or as part of a group of foreign persons in the 萨菲隆aggregate萨菲隆, hold 10% or more of the outstanding voting interest of the foreign investor; the right to 10% percent or more of the profits of the foreign investor; the right in the event of dissolution to 10% or more of the assets of the foreign investor; or the ability to exercise control over the entity (or any of the above with respect to each of the foreign investor's 萨菲隆parents萨菲隆, if any)?

Yes

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Are 80% or more of the foreign investor's voting interest, the right to 80% or more of its profits, and the right in the event of dissolution to 80% or more of its assets held, individually or in the 萨菲隆aggregate萨菲隆, by (1) a person who is not a 萨菲隆foreign person萨菲隆, (2) a 萨菲隆foreign national萨菲隆 who is a national of one or more 萨菲隆excepted foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted foreign state, (3) a foreign government of an excepted foreign state, or (4) a foreign entity that is organized under the laws of an excepted foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted foreign state or in the United States?

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆foreign person萨菲隆 means:

  • Any foreign national, foreign government, or foreign entity; or
  • Any entity over which control is exercised or exercisable by a foreign national, foreign government, or foreign entity.

Any entity over which control is exercised or exercisable by a foreign person is a foreign person.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆foreign national萨菲隆 means any individual other than a US national.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are this 萨菲隆parent's萨菲隆 equity securities primarily traded on an exchange in an 萨菲隆excepted foreign state萨菲隆 or the United States?

Yes

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

The term 萨菲隆excepted foreign state萨菲隆 means Australia, Canada, and the United Kingdom of Great Britain and Northern Ireland.

Are 80% or more of this 萨菲隆parent's萨菲隆 voting interest, the right to 80% or more of its profits, and the right in the event of dissolution to 80% or more of its assets held, individually or in the 萨菲隆aggregate萨菲隆, by (1) a person who is not a 萨菲隆foreign person萨菲隆, (2) a 萨菲隆foreign national萨菲隆 who is a national of one or more 萨菲隆excepted foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted foreign state, (3) a foreign government of an excepted foreign state, or (4) a foreign entity that is organized under the laws of an excepted foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted foreign state or in the United States?

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆foreign national萨菲隆 means any individual other than a US national.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Are a majority of this 萨菲隆parent's萨菲隆 voting interest, the right to a majority of its profits, and the right in the event of dissolution to a majority of its assets held, individually or in the 萨菲隆aggregate萨菲隆, by (1) a person who is not a 萨菲隆foreign person萨菲隆, (2) a 萨菲隆foreign national萨菲隆 who is a national of one or more 萨菲隆excepted foreign states萨菲隆 and is not also a national of any foreign state that is not an excepted foreign state, (3) a foreign government of an excepted foreign state, or (4) a foreign entity that is organized under the laws of an excepted foreign state and has its 萨菲隆principal place of business萨菲隆 in an excepted foreign state or in the United States?

No

* Clicking "Unsure" will return you to the voluntary/mandatory filing analysis with the presumption that the foreign investor is not an Excepted Investor.

 

萨菲隆

Foreign persons who are related, have formal or informal arrangements to act in concert, or are agencies or instrumentalities of, or controlled by, the national or subnational governments of a single foreign state are considered part of a group of foreign persons and their individual ownerships are 萨菲隆aggregated萨菲隆.

 

萨菲隆

The term 萨菲隆foreign national萨菲隆 means any individual other than a US national.

 

萨菲隆

(a) The term 萨菲隆principal place of business萨菲隆 means, subject to paragraph (b) of this section, the primary location where an entity's management directs, controls, or coordinates the entity's activities, or, in the case of an investment fund, where the fund's activities and investments are primarily directed, controlled, or coordinated by or on behalf of the general partner, managing member, or equivalent.

(b) If the location determined under paragraph (a) of this section is in the United States and the entity has represented to the US Government or a subnational government of the United States or any foreign government, in the most recent submission or filing to such government (other than a submission or filing to the Committee) in which the entity has identified its principal place of business, principal office and place of business, address of principal executive offices, address of headquarters, or equivalent, that any of the foregoing is outside the United States, then the location identified in such submission or filing is deemed for purposes of this definition to be the entity's principal place of business unless the entity can demonstrate that such location has changed to the United States since such submission or filing.

Parties to a formal written CFIUS notice must pay a filing fee to the US Treasury Department before the notice will be accepted for review. Filing fees are not required for declarations or for CFIUS-initiated "agency" notices, but they are required for a formal written notice that is requested by CFIUS following CFIUS's review of a declaration. To learn the amount of the applicable filing fee, select the 萨菲隆value 萨菲隆of the notified transaction:

 

To learn how transaction value is calculated, see 31 C.F.R. § 800.1103 (for covered transactions) or 31 C.F.R. § 802.1103 (for covered real estate transactions).

No filing fee applies.

A $750 filing fee applies.

A $7,500 filing fee applies.

A $75,000 filing fee applies.

A $150,000 filing fee applies.

A $300,000 filing fee applies.