11th National Conference on CFIUS - DS by C5Group

CFIUS

April 24–25, 2025 | The Madison Hotel, Washington, DC

In-Person and Livestream Options Available

The Country’s Flagship Conference on New, Expanded Scope and Scrutiny of Foreign Direct Investments

Join Government Officials, In-House Executives and Outside Counsel for New, Critical Discussions on:

CHEVRON-RIGHT Post-U.S. Election: Practitioner and Former Government Perspectives on CFIUS Penalties and Enforcement

CHEVRON-RIGHT In-House Executive Insights: Behind the Scenes of Implementing a Mitigation Agreement

CHEVRON-RIGHT The Present and Future of Outbound Investment Policy

CHEVRON-RIGHT AI, ML, Quantum Computing and Connected Vehicles: How Emerging Tech Fits into the CFIUS Landscape

CHEVRON-RIGHT U.S. Steel Case Study: Is the Scope of National Security and Economic Security Expanding?

CHEVRON-RIGHT Safeguarding Data Centers, Personal Sensitive Data and the Tech Supply Chain

New Strategy Sessions on High Stakes, Time Sensitive Decisions:

Caret-right The Biggest “What Ifs” Affecting the Fate of Short, Medium and Long-Term Transactions

Caret-right Rethinking Key Decisions for Non-Notified Transactions and Mitigation Complexities

2025 SPEAKER FACULTY

CONFERENCE CO-CHAIRS

Brian Reissaus

Senior Advisor, National Security

Freshfields US LLP

Former Deputy Assistant Secretary for Investment Security Operations, U.S. Department of Treasury

Anne Salladin Partner

Hogan Lovells US LLP

Former Senior Counsel

U.S. Department of the Treasury

Janine N. Slade

Special Counsel

Covington & Burling LLP

Former Deputy Director, Foreign Investment

Risk Management, U.S. Department of Homeland Security

GOVERNMENT SPEAKERS

Irmie “Ike” Blanton

Deputy Director, Economic Security, Office of Global Investment and Economic Security

U.S. Department of Defense

Dan Burke

Director, Foreign Investment Risk Review

U.S. Department of the Air Force

Nicholas Jackson Chief, Foreign Investment Unit Federal Bureau of Investigation (FBI)

Eric S. Johnson

Principal Deputy Chief of the Foreign Investment Review Section, National Security Division

U.S. Department of Justice

Jamieson McKay Director General, Foreign Investment Review and Economic Security Branch (FIRES)

Innovation Science and Economic Development Canada, Government of Canada

Jennifer Danner Riccardi

Senior Advisor Delegation of the European Union (Washington DC)

Timothy Varley

Deputy Director, DON Foreign Investment Review, Research, Development, and Acquisition (RD&A) U.S. Department of the Navy

Widad E. Whitman Economic Security and Global Investments Program Manager, Office of Manufacturing and Energy Supply Chains (MESC) U.S. Department of Energy

DISTINGUISHED FACULTY

Scott Boylan Partner

StoneTurn

Randall Cook Managing Director Alvarez & Marsal

Nathan Cunningham Counsel

Weil, Gotshal & Manges LLP

Sohan Dasgupta, Ph.D. Partner

Taft Stettinius & Hollister LLP

Former Deputy General Counsel, U.S. Department of Homeland Security

MaryJean Fell Vice President, Legal T-Mobile

Nathan D. Fisher Managing Director StoneTurn Former Unit Chief, Directorate of Intelligence, Federal Bureau of Investigation (FBI)

Geoffrey M. Goodale Partner Duane Morris LLP

Zack Hadzismajlovic Partner, Head of Global Trade Group McCarter & English LLP

Steven Klemencic Managing Director Berkeley Research Group (BRG)

Alexandra Lopez-Casero Partner

Nixon Peabody LLP

Mario Mancuso, P.C. Partner

Kirkland & Ellis LLP

Vincent Mekles Managing Director Alvarez & Marsal

Eric Matrejek Managing Director Berkeley Research Group (BRG)

John C. Rood

CEO and Chairman Momentus Space

Former Under Secretary of Defense for Policy, U.S. Department of Defense

Jared Roscoe Partner, Deputy General Counsel

SoftBank Group International

Pierce Scranton Deputy Head North America/Managing Director Temasek

Ivan A. Schlager, P.C. Partner

Kirkland & Ellis LLP

Malcolm (Mick) J. Tuesley Partner

Simpson Thacher & Bartlett LLP

Jeremy B. Zucker Partner Dechert LLP

EARN CLE CREDITS

Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation.

ACI certifies this activity has been approved for CLE credit by the New York State Continuing Legal Education Board.

ACI certifies this activity has been approved for CLE credit by the State Bar of California.

ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request.

For more information on ACI’s CLE process, visit: www.AmericanConference.com/Accreditation/CLE

PRE-CONFERENCE WORKSHOPS

Wednesday, April 23,

9:00 am–12:30 pm (Registration opens at 8:00 am)

A* Due to the hands-on nature of the workshops, they will only be available for in-person attendance.

2025

A Complete Primer on CFIUS: Your Guide to the Process, Timelines and Whether to File—or Not

Designed for professionals who are new to all things CFIUS or seeking a refresher, this introductory session will discuss when and when not to submit a CFIUS filing. Delegates will gain an understanding of the national security reasons for CFIUS filings, the scrutiny given to filings, as well as the timelines and possible roadblocks.

Topics will include:

Part One: CFIUS Process

• What are the guidelines for the CFIUS review process

• What should companies do before an NSA

• Clarifying the grey areas

• Navigating non-notified transactions

Part Two: Requirements for Filings, Compliance and Mitigation

• What you need to do for representations and statements

• Obligations with national security agreements

Speakers Include:

Zack Hadzismajlovic Partner, Head of Global Trade Group McCarter & English LLP

• What to do when you realize you submitted something with a wrong statement and how to submit corrections

• Getting the right forms and the right check lists for making a notice and a declaration

Part Three: Real-World Examples and FAQs

• The types of questions CFIUS is likely to ask, why it is asking, and why the question might be asked more than once

1:30–5:00 pm (Registration opens at 12:30 pm)

BYour Updated Guide to CFIUS Penalties and Enforcement: What It Now Takes to Mitigate the Risk of Liability, Transaction Delays and Denials

During this in-depth interactive session, delegates will unpack what has (and hasn't) triggered enforcement and penalties-and the comprehensive set of lessons learned. This session will also discuss the steps to consider prior to a CFIUS filing to minimize risks.

Part One: What Constitutes a Violation and Type of Misconduct:

How CFIUS has Assessed:

• Failing to file, timely filing, mandatory declaration

• Non-compliance with the mitigation agreement

• Misstatements, omissions and false certifications

Part Two: Penalties Under the Microscope

Speakers Include:

Geoffrey M. Goodale Partner Duane Morris LLP

• Next steps upon receiving a notice of a penalty, including a written explanation of the misconduct

• Petitioning for reconsideration, including any defense, justification, mitigating factors, or explanation

• Calculating the penalty amount

Part Three: Aggravating and mitigating factors

• Analyzing the threat to national security

• Calculating how the conduct impaired or threatened to impair U.S. national security

• Determining whether the conduct was the result of negligence, intentional action, or willfulness

• Examining how often or persistent the conduct occurred, when was it realized, and what action was taken to correct it

DAY ONE

Thursday, April 24, 2025

8:00 Registration and Breakfast

8:30 Opening Remarks from the Co-Chairs

Brian Reissaus

Senior Advisor, National Security Freshfields US LLP

Former Deputy Assistant Secretary for Investment Security Operations, U.S. Department of Treasury

Anne Salladin Partner

Hogan Lovells US LLP

Former Senior Counsel, U.S. Department of the Treasury

Janine N. Slade Special Counsel

Covington & Burling LLP

Former Deputy Director, Foreign Investment Risk Management, Department of Homeland Security

8:45 Interview: Penalties

& Enforcement Actions

For the first time, the U.S. Department of the Treasury publicly named a company subject to a penalty. This is coupled with an increase in the number of companies under the enforcement microscope, and the rise in penalty amounts.

• Rationale behind publicizing T-Mobile as the subject of an enforcement action

• Status report on the number of enforcement actions, types of enforcement and trends

• Is enforcement acting as a deterrent?

• How are penalties now being calculated?

• How are non-notified transactions being identified?

• What changes are expected and have recently occurred?

This session will analyze the current and anticipated impact of a new Administration, as well as the enduring aftermath of the CFIUS Annual Report to Congress. Topics will include trends and new, evolving expectations:

• Breakdown of trends and their hidden lessons

• How has the change been implemented

• Examining the increase in non-notified transactions and how much time has passed between the deal and the notice

• Are CFIUS reviews becoming a more “adversarial” process?

alcolm (Mick) J. Tuesley

IN-HOUSE EXECUTIVE PANEL

10:30 Behind the Scenes of Implementing a Mitigation Agreement

• What is it like to run a large transaction and subsequent mitigation

• How to break down silos

• How companies account for the costs of mitigation and to what extent the parties and CFIUS accounted for this at the review stage

• Deciding whether or not to address the operations side when negotiating a mitigation agreement

• Meeting privacy obligations for personal information of U.S. citizens

• Managing Cyber Security and Insider Threats at the operational level

• Implementing policies and processes formation, and standard operating procedures for oversight, auditing and monitoring of both systems and teams

MaryJean Fell Vice President, Legal T-Mobile

Scott Boylan Partner StoneTurn

11:15 U.S. Steel Case Study: Is the Scope of National Security and Economic Security Expanding?

CFIUS blocked U.S. Steel from being acquired by Japanese-owned Nippon Steel, in September 2024. This raises questions of CFIUS’ jurisdiction, and what is now considered a national security concern.

• Delineating what is and what is not covered under the scope of CFIUS and how the scope has evolved

an A. Schlager, P.C.

Partner Kirkland & Ellis LLP

• How CFIUS should and should not be used, and the evolution of CFIUS usage: Is the committee being used for political purposes?

• Exploring the national security concern versus the economic security concern and the U.S. Industrial Base

• Determining the effect on allied countries

will examine priorities of the

• The spirit and implementation of the Protecting American Agriculture from Foreign Adversaries Act (2024) and the intersection with CFIUS

• What is CFIUS doing now? How is the role changing under the new administration?

• Examining the geopolitical landscape and the impact on current and anticipated legislative and policy priorities

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1:30 Priorities from the China Select Committee on Agriculture Amid New, Evolving National Security Considerations

This session

Select Committee on the China Communist Party, as well as Bills before and passed by Congress.

DAY ONE | Thursday, April 24, 2025

2:45 High Stakes, Sensitive Decisions on the Fate of Non-Notified Transactions: How Practitioners Are Now Advising on Whether or Not to File, and the New Mitigation Complexities

This session will delve into why and how transactions are becoming more complex, and how to best determine whether a CFIUS filing is necessary and weigh the risks of not filing.

• Deciphering the risk factors involved with not filing

• Determining whether a full filing is mandatory

• Assessing whether to file a declaration or a notice

• Calculating whether a voluntary filing will be more cost effective in the long run

• Anticipating which transactions do not warrant heightened scrutiny, including sectors and jurisdictions

• Is it possible to proactively structure a deal so as not to trigger a filing—and, if so, how?

• What matters to foreign investors in the current economic and geopolitical climate

3:30

Networking Break

John C. Rood

CEO and Chairman Momentus Space

Former Under Secretary of Defense for Policy, U.S. Department of Defense

Randall Cook

Managing Director Alvarez & Marsal

3:45 Part One: Supply Chain Resilience and Critical Infrastructure

Part 1 of this two-part series will focus on CFIUS expectations for safeguarding infrastructure, including critical infrastructure, manufacturing, and processing capacity and the availability of critical goods, materials, and services.

• Assessing the vulnerability of U.S. ports, and infrastructure touching the gird, such as nuclear power, oil and gas works, solar power, wind farms, batteries and other renewable technology

• Keeping up-to-date on how our critical material supply chain is impacted by national security considerations

• Assessing the key infrastructure projects to protect

• How is CFIUS thinking about critical minerals

4:30 Post-Election Review of Outbound Investment Policy

Nicholas Jackson Chief, Foreign Investment Unit

Federal Bureau of Investigation (FBI)

Widad E. Whitman

Economic Security and Global Investments Program Manager, Office of Manufacturing and Energy Supply Chains (MESC) U.S. Department of Energy

Steven Klemencic

Managing Director Berkeley Research Group (BRG)

The U.S. Department of the Treasury issued final regulations (the Final Rule) this past fall, “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern” (the Outbound Order). The Final Rule provides the operative regulations and explanatory discussion regarding their intent and application. The regulations are in effect as of January 2, 2025.

• Examining how the Outbound Investment Program is working in real life

• Identifying the scope of the OIP and how it is different from the Executive Order

• How will U.S. persons outside of the US be treated, including those who are working for non-U.S. companies

• What policies and procedures can companies put in place

• How transactions are being reviewed

• Investing in prohibited areas, AI and quantum

• Raising or borrowing capital when you want to make overseas investments

• What are the guidance, qualifications and criteria for approvals?

5:15

Closing Remarks from the Conference Co-Chair and End of Day One

Networking Cocktail Reception

GLOBAL FDI REGIMES

10:15 How International Regimes Are Now Defining “National Security” and “Economic Interest”

This session will explore what constitutes “national security” from global perspectives, and how enforcement is being approached in key jurisdictions.

• Examining the definition of “national security”

• Challenges with doing the analysis and coming up with a result

EUROPEAN UNION: Open Strategic Autonomy

• Trade outside the EU as an exclusive responsibility of the EU and not its Member States

• Open Strategic Autonomy

CANADA: Investment Canada Act (2024)

• Foreign investments in the critical minerals sector as a national security concern

• Determining whether an investment is of "net benefit", such as the effect on economics

FRANCE: Strategic sectors covered by the foreign investment control

• Agricultural products as far as they contribute to national food security objectives

Jamieson McKay

Director General, Foreign Investment Review and Economic Security Branch (FIRES) Innovation Science and Economic Development Canada, Government of Canada

Jennifer Danner Riccardi

Senior Advisor

Delegation of the European Union (Washington DC)

• Editing, printing, distribution of political and general information through print and online press services

GERMANY: Foreign Trade and Payments Act

• Safeguarding economic sectors and critical infrastructure

• Mandatory filing obligations for voting rights threshold

NETHERLANDS: National Security Screening Act (2023)

• Defining "national security", including niche markets such as semiconductors, quantum technology, and photonics

PART TWO: SUPPLY CHAIN RESILIENCE

11:15 AI, ML, Quantum Computing and Connected Vehicles: How Emerging Tech Fits into the CFIUS Landscape

Part 2 of this series will focus on safeguarding against digital risks, including cybersecurity.

• Examining the national security concerns with emerging tech

• What is in the draft regulations and how is the national security risk changing? How will this sector be regulated?

• How is CFIUS thinking about this sector, including the definition of “foundational technology”

• How do you classify tech as dual-use? The interplay of ITCS and CFIUS

• When you do and don’t need to file

Mario Mancuso, P.C. Partner

Kirkland & Ellis LLP

Eric Matrejek Managing Director Berkeley Research Group (BRG)

STRATEGY SESSION #2

12:00 High Stakes, Time Sensitive Decisions: The Biggest “What Ifs” Affecting the Fate of Short, Medium and Long-Term Transactions

• Developing your mitigation negotiation strategy early in the transaction process

• Calculating when to involve third-party monitors and choosing the right service provider

• Determining what is considered “limited risk”

• Structuring a deal when there is urgency and what to do if the transaction closes before the CFIUS review

• Working within the CFIUS system while continuing to do business

• Mitigating lower-probability risk agreements

Jared Roscoe Partner, Deputy General Counsel SoftBank Group International

• Mitigating hypothetical future scenarios at the beginning of the agreement – anticipating CFIUS’ long-term risk considerations

• Drafting an agreement for your client with the highest-risk possibilities in mind

12:45 Networking Luncheon

1:45 SPOTLIGHT on Private Equity and Venture Capital Investment Fund Structures That Could Trigger (and Survive) a CFIUS Review

This session will look at investment fund structures, including what does and doesn’t fall under the Code of Federal Regulations (CFR) Section 800-307

• The role and responsibility of the PE Manager, and when to notify of foreign investments

• Structuring your investment fund

• Determining what is, and is not considered a covered investment

• When a fund structure or investment is at risk of becoming the subject of heightened scrutiny

• Calculating your risk and potential exposure-and the bigger picture impact on the transaction

2:30

This session will dissect key developments, including the U.S. Department of the Treasury’s Notice of Proposed Rule Making to Expand CFIUS Coverage of Real Estate Transactions Near Military Installations, issued July 2024. This proposed rule would add over 50 military installations, across 30 states, to CFIUS' existing jurisdiction.

We will also look at the presidential order prohibiting the purchase of certain real estate operating as a cryptocurrency mining facility located within one mile of Francis E. Warren Air Force Base (F.E. Warren AFB), as well as the removal of equipment owned by MineOne Partners Limited.

Pierce Scranton Deputy Head North America/ Managing Director Temasek

Irmie “Ike” Blanton Deputy Director, Economic Security, Office of Global Investment and Economic Security U.S. Department of Defense

Dan Burke Director, Foreign Investment Risk Review

U.S. Department of the Air Force

Timothy Varley Deputy Director, DON Foreign Investment Review, Research, Development, and Acquisition (RD&A)

U.S. Department of the Navy

3:30

TikTok Action, Chevron and More Cases: Is This the Start of More CFIUS Litigation?

Ralls Corp. v. Comm. on Foreign Inv. in the United States (2014) A review of the only litigation case in the CFIUS sector.

TikTok

This session will give an update on the litigation involving TikTok, and parent company ByteDance, as well as a look at the Protecting Americans from Foreign Adversary Controlled Applications Act (2024) passed by Congress.

Chevron Decision and the Aftermath

• Examining due process rights

• Debating whether there is a cause for litigation and if CFIUS is acting beyond its scope

Taft Stettinius & Hollister LLP

Former Deputy General Counsel

U.S. Department of Homeland Security

• Determining what (if any) recourse a purchasing company has against the seller, when facing a CFIUS penalty

• Predicting the consequences of taking legal action and the best/worst case outcome

CFIUS AND EXPORT CONTROLS

4:15

The Evolving Scope of Critical Technology, Export Controls and the Interplay with Mandatory Filings

• Unpacking the evolving interplay of export controls and foreign investment reviews:

• Evaluating whether or not your company has critical technology

• Classifying technology, when you need an export license and when license exceptions could apply

• How BIS is approaching classification and licensing

• Practical impact of expanding the mandatory declaration process

• Discussing how presidential authority is being coordinated with the Secretaries of Commerce, Defense, Energy and State to identify “emerging and foundational technologies” that are essential to national security, but are not deemed “critical technologies” subject to CFIUS review

• Emerging implications for exporters operating in sectors involving foundational or emerging technologies

5:00

Closing Remarks from the Conference Co-Chairs and Conference Concludes

Sohan Dasgupta, Ph.D. Partner

Alexandra Lopez-Casero Partner Nixon Peabody LLP

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Supporting Sponsors

Founded in 1983, Alvarez & Marsal is a leading global professional services firm. Renowned for its leadership, action and results, Alvarez & Marsal provides advisory, business performance improvement and turnaround management services, delivering practical solutions to address clients' unique challenges. With a world-wide network of experienced operators, world-class consultants, former regulators and industry authorities, Alvarez & Marsal helps corporates, boards, private equity firms, law firms and government agencies drive transformation, mitigate risk and unlock value at every stage of growth.

To learn more, visit: AlvarezandMarsal.com

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StoneTurn, a global professional services firm, partners with law firms, corporations, and government agencies to solve complex business challenges. Trusted by clients and regulators worldwide, StoneTurn delivers expertise in forensics, investigations, risk and compliance, data, technology, dispute advisory, and business consulting. Founded in 2004, StoneTurn operates across five continents, earning recognition for its commitment to collaboration, integrity, and independence.

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y A full refund.

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