Publicly-traded companies that are engaged in cross-border transactions that are subject to CFIUS review disclose their CFIUS filings either directly in press releases or indirectly when they file their transaction documents with the Securities and Exchange Commission. A survey of SEC filings made over the six months ending April 30, 2011 provides illuminating results illustrating by example:
- What industries are considered by their participants to have a sufficient connection with U.S. national security to merit CFIUS review?
- What parties to transactions themselves lead to CFIUS review and investigation because of potential or actual governmental control?
- Actual timelines for the CFIUS review process.
Most interestingly, the survey produced no instances in which CFIUS review led to the abandonment of an announced transaction. In 4 of the 13 transactions, the foreign entity was a Chinese company. Underscoring the case for a conservative approach by participants to the question of whether to file, there was one instance in which CFIUS unilaterally commenced a retroactive review of a completed transaction.
The industry segments in which CFIUS-reviewed transactions were announced include:
- Battery power technology
- General aviation equipment
- Industrial motors
- Information technology
- Medical imaging software
- Natural gas
- Securities exchanges and securities trading platforms
The survey included the following transactions:
- Investment by Canon Investment Holdings Limited in Altair Nanotechnolgies
- Acquisition of Signature Government Solutions by Global Defense Technology & Systems
- Acquisition by AVIC International of Teledyne Continental Motors and Teledyne Mattitick Services
- Acquisition of Baldor Electric Company by ABB
- Acquisition of Keyspan Energy Delivery New England by Algonquin Power & Utilities Corp.
- Sale of natural gas interests by Chesapeake Energy to CNOOC Limited
- Sale of natural gas interests by Chesapeake Energy to BHP Billiton Limited
- Pending merger between NYSE Euronext and Deutsche Börse
- Pending acquisition by Monex Group of TradeStation Group
- Pending acquisition by Toshiba Medical Systems Corp. of Vital Images, Inc.
- Pending acquisition by Level 3 Communications of Global Crossing
- Acquisition of ADC Telecommunications by Tyco Electronics