Pay to Play: CFIUS Implementing Fees for Submissions of Voluntary Notices

On March 4, 2020, the Department of Treasury released a proposed rule to implement section 1723 of the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) and require filing fees on voluntary notices to the Committee on Foreign Investment in the United States (CFIUS) for transactions that exceed $500,000. No fee will be required for the abbreviated declarations, whether voluntary or mandatory. The proposal adopts a sliding fee structure from $750 to $300,000 based upon transaction value:

< $500,000	$0
> $500,000 but < $5 million	$750
> $5 million but < $50 million	$7,500
> $50 million but < $250 million	$75,000
> $250 million but < $750 million	$150,000
> $ 750 million	$300,000

Some issues for comment over the next thirty days include (1) impact of the fees on the calculus for assessing whether to submit a voluntary disclosure; (2) appropriateness of the proposed tiers; and (3) valuation of certain transactions where it cannot be readily determined from the total transaction price.