[Federal Register Volume 91, Number 26 (Monday, February 9, 2026)]
[Proposed Rules]
[Pages 5694-5700]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-02481]
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DEPARTMENT OF THE TREASURY
Office of Investment Security
31 CFR Parts 800 and 802
[Docket ID TREAS-DO-2026-0067]
Request for Information Pertaining to the CFIUS Known Investor
Program and Streamlining the Foreign Investment Review Process
AGENCY: Office of Investment Security, Department of the Treasury.
ACTION: Request for information.
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[[Page 5695]]
SUMMARY: The Office of Investment Security, within the U.S. Department
of the Treasury (Treasury Department), is seeking public input on how
the Committee on Foreign Investment in the United States (CFIUS) may
streamline aspects of its foreign investment review process, including
through the Known Investor Program as described below, while
maintaining its rigorous analysis that identifies and addresses
national security risk. This request for information (RFI) may inform
CFIUS's development of statutory and/or regulatory reform proposals to
increase efficiencies. The Treasury Department plans to make all
submissions publicly available at https://www.regulations.gov.
DATES: Written comments are requested on or before March 18, 2026.
ADDRESSES: Submission of comments in response to this RFI is voluntary.
Written comments may be submitted through one of two methods:
Electronic Submission: Comments may be submitted
electronically through the Federal Government eRulemaking portal at
https://www.regulations.gov. Electronic submission of comments allows
the commenter maximum time to prepare and submit a comment, ensures
timely receipt, and enables the Treasury Department to make the
comments available to the public.
Mail: Send to U.S. Department of the Treasury, Attention:
Meena R. Sharma, Director, Office of Investment Security Policy and
International Relations, 1500 Pennsylvania Avenue NW, Washington, DC
20220.
The Treasury Department encourages comments to be submitted via
https://www.regulations.gov. Please submit comments only and include
your name and organization name (if any) and cite ``Request for
Information Pertaining to the CFIUS Known Investor Program and
Streamlining the Foreign Investment Review Process'' in all
correspondence. In general, all comments submitted in response to this
RFI, including attachments and other supporting material, will be made
public, including any personally identifiable or confidential business
information that is included in a submission. Therefore, submitters
should only include information that they wish to make publicly
available. Any submitter that wishes to keep its identity anonymous may
do so and should not include identifying information in its submission.
FOR FURTHER INFORMATION CONTACT: Meena R. Sharma, Director, Office of
Investment Security Policy and International Relations, at U.S.
Department of the Treasury, 1500 Pennsylvania Avenue NW, Washington, DC
20220; email: [email protected].
SUPPLEMENTARY INFORMATION:
I. Background
Foreign investment provides crucial benefits to the United States,
including economic growth, innovation, competitiveness, and job
creation. The United States is committed to maintaining a strong open
investment environment that benefits the U.S. economy, consistent with
the protection of national security. CFIUS, an interagency committee
chaired by the Treasury Department and comprised of multiple U.S.
Government departments and agencies, plays a critical role in
protecting the national security of the United States while maintaining
the commitment of the United States to an open investment policy. CFIUS
reviews certain transactions involving foreign investment into U.S.
businesses and certain real estate transactions by foreign persons to
determine the effect of such transactions on the national security of
the United States. CFIUS is required to review transactions on a case-
by-case basis and according to a risk-based analysis; this process is
subject to certain timeframes and procedures set forth in statute at 50
U.S.C. 4565.
In the stable, free market-based economic environment of the United
States, CFIUS confronts increasing complexity in cross-border
transactions, an evolving national security landscape, and a
significant caseload. Nevertheless, over the past five years, the
overwhelming majority--approximately 70 percent--of covered
transactions reviewed by CFIUS have been approved in the initial phase
of review (i.e., either in the first 30- or 45-day period, depending on
how the transaction was filed with CFIUS). Overall, more than 90
percent of covered transactions reviewed by CFIUS over the past five
years have been approved, thus resulting in tremendous benefits for the
U.S. economy and stronger connections between the United States and
other countries.
With direction from the President in the February 2025 memorandum
``America First Investment Policy,'' CFIUS seeks to increase
efficiencies in its process to facilitate even greater investment from
allies and partners where there is verifiable distance and independence
from foreign adversaries or threat actors. In May 2025, the Treasury
Department announced its intention to create the Known Investor Program
in furtherance of the President's directive, whereby CFIUS would
collect information from foreign investors (who choose to participate)
in advance of receiving a formal filing to more efficiently obtain the
information needed to carry out its national security-related due
diligence. To be clear, participation in the Known Investor Program
alone would not guarantee a particular outcome in CFIUS's review of a
transaction. Rather, collecting and assessing information about a
foreign investor in advance of receiving a formal filing is intended to
enable CFIUS to more efficiently review the transaction and conduct its
risk-based analysis once the transaction is filed, and reach a final
outcome, whatever that may ultimately be. Importantly, verifying
distance and independence from foreign adversaries or threat actors is
a core component of CFIUS's risk analysis with respect to any foreign
investor and therefore will be a central part of the Known Investor
Program. While CFIUS seeks to facilitate beneficial investment into the
United States, it is fundamental that any process efficiencies do not
diminish CFIUS's ability to identify and address national security
risks arising from transactions within its jurisdiction. This includes
continuing to hold responsible any investors who violate their
obligations with CFIUS.
As an initial step, the Treasury Department recently launched a
Known Investor Pilot Program. Over the past several months, CFIUS has
engaged with a representative sample of foreign investors who are among
the most frequent repeat filers with CFIUS and are from different
countries of origin. These participants have been asked--voluntarily
and confidentially--to complete a questionnaire that builds upon, and
is more extensive than, the information requirements for foreign
investors submitting filings under the current CFIUS regulations. The
requested information, discussed in the following section, was
developed to assist CFIUS in enhancing efficiencies in its review of
future filings submitted by the foreign investors. These participants
have also been asked to share thoughts and suggestions about the ways
in which CFIUS can increase efficiencies in the case review process.
This RFI seeks feedback and input from a broader range of
stakeholders on the information that could help inform CFIUS prior to a
formal filing as well as other ways in which CFIUS and transaction
parties, including both foreign investors and U.S. businesses, can
streamline aspects of the foreign investment review process. Feedback
or
[[Page 5696]]
suggestions on increasing efficiencies need not be limited to the
length of time in which CFIUS conducts its case review but may also
include other aspects such as the interaction between CFIUS and
transaction parties in the course of a transaction review, mitigation
measures, compliance monitoring processes, among other things.
Furthermore, with the goal of facilitating more secure and
beneficial foreign investment into the United States, CFIUS is also
interested in additional ways to enhance its processes such as
providing stakeholders with more transparency regarding CFIUS analysis
and activities. For example, CFIUS is considering whether and how to
share more information with the public about the types of risks that
arise in certain transactions, as well as best practices that
transaction parties can employ to limit these risks prior to CFIUS
review. Better and earlier understanding of the CFIUS process and
considerations can have positive results. Accordingly, this RFI also
seeks input on ways to provide stakeholders with more transparency,
while maintaining the core mission of CFIUS in protecting U.S. national
security. Stakeholders are encouraged to share lessons and experiences
from other regulatory regimes--whether domestic or foreign--with
respect to features that CFIUS should consider.
II. Known Investor Program: Eligibility Criteria and Questionnaire
Overview
The information that CFIUS anticipates collecting from foreign
investors and utilizing as part of the Known Investor Program consists
of eligibility criteria and a questionnaire (Questionnaire) that may
include the information and questions listed below and organized into
categories. CFIUS anticipates requiring that a participating foreign
investor answer all questions or provide an explanation as to why a
particular item in the Questionnaire is not applicable. The foreign
investor would certify to the completeness and accuracy of information
submitted in response to the eligibility criteria and Questionnaire.
Information submitted as part of the Known Investor Program would be
treated as confidential under CFIUS authorities and such information or
documentary material may not be made public, subject to limited
exceptions as prescribed in statute.
1. Definitions
Certain defined terms may be used in the eligibility criteria and
the Questionnaire, including potentially those below.
``Adversary Country'' means the countries listed in
Section 4 of the February 21, 2025 National Security Presidential
Memorandum entitled ``America First Investment Policy,'' including any
updates that may be made to that list.
``Control'' has the meaning given to it at 31 CFR 800.208.
``Covered Real Estate Transaction'' has the meaning given
to it at 31 CFR 802.212.
``Covered Transaction'' has the meaning given to it at 31
CFR 800.213.
``Foreign Government'' has the meaning given to it at 31
CFR 800.221.
``Foreign Investor'' means the legal entity that is
providing responses to the Questionnaire.
``Foreign Person'' has the meaning given to it at 31 CFR
800.224.
``Fund'' means ``Investment Fund'' and has the meaning
given to it at 31 CFR 800.228.
``Known Investor Entities'' means, together with the
Foreign Investor, the entities under common ownership or Control and
for which the Foreign Investor will be providing information in
response to relevant questions in the Questionnaire.
``Known Investor Entity'' means any one of the Known
Investor Entities.
``Parent'' has the meaning given to it at 31 CFR 800.235.
``Portfolio Company'' means any company in which any of
the Known Investor Entities has, indirectly or directly, invested in
and holds at least a five percent voting and/or economic interest.
``Principal Place of Business'' has the meaning given to
it at 31 CFR 800.239.
``Subsidiary'' means a legal entity that is majority owned
or Controlled by a Known Investor Entity and is not a Portfolio
Company.
2. Identification of Entities
This section would ask the Foreign Investor to list the Known
Investor Entities, which would be entities under common ownership or
Control that are seeking to participate in the Known Investor Program.
This list could include only the Foreign Investor itself or could
include Subsidiaries or other entities through which the Foreign
Investor may acquire or invest in a U.S. business. The Foreign Investor
would provide responsive information for all Known Investor Entities
listed in this section throughout the Questionnaire.
3. Eligibility Criteria
Consistent with the ``America First Investment Policy,'' this
section sets forth objective standards that would be used to determine
whether a Foreign Investor (and any Known Investor Entity it seeks to
include) is eligible for the Known Investor Program. This would be an
initial step before the Foreign Investor responds to the individual
questions in the Questionnaire. The Foreign Investor would need to
apply these questions to itself and all Known Investor Entities it
seeks to include--that is, CFIUS would not provide individualized
guidance or an opinion on whether any specific Known Investor Entity
(including the Foreign Investor) meets the criteria. Meeting the
eligibility criteria is a threshold matter before a Foreign Investor
undertakes to answer the substantive questions that comprise the
Questionnaire, as CFIUS will not consider within the Known Investor
Program any Known Investor Entity that does not meet the eligibility
criteria. Below is a list of eligibility criteria that CFIUS is
considering for the Known Investor Program.
1. Does each Known Investor Entity meet the definition of a Foreign
Person? [If the response for any Known Investor Entity is ``NO'', the
Known Investor Entity is not eligible to participate in the Known
Investor Program.]
2. Has the Foreign Investor, inclusive of any of its Subsidiaries,
submitted at least three distinct Covered Transactions or Covered Real
Estate Transactions to CFIUS within the past three years and received
notification that CFIUS concluded all action under Section 721 of the
Defense Production Act of 1950, as amended (``Section 721''), or was
not able to conclude action under Section 721 on the basis of a
declaration, with respect to at least one of the three transactions?
[If the response is ``NO'', the Foreign Investor is not eligible to
participate in the Known Investor Program.]
3. Does the Foreign Investor--including through any of its
Subsidiaries--expect to submit at least one transaction that meets the
definition of a Covered Transaction or Covered Real Estate Transaction
to CFIUS within the next 12 months? [If the response is ``NO'', the
Foreign Investor is not eligible to participate in the Known Investor
Program.]
4. Within the last five years, has any Known Investor Entity or its
Parent:
a. Received written notice from CFIUS that it has submitted a
material misstatement or omission in a notice or declaration or made a
false certification under 31 CFR parts 800, 801, or 802?
b. Received written notice from CFIUS that it has violated a
material provision of a mitigation agreement entered into with,
material condition imposed by, or an order issued by, the
[[Page 5697]]
Committee or a lead agency under 50 U.S.C. 4565(l)?
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
5. Is any Known Investor Entity or its Parent identified on any of
the following lists administered by the U.S. Government?
a. the Entity List (15 CFR part 744, Supplement No. 4) administered
by the U.S. Department of Commerce's Bureau of Industry and Security
(BIS) (the Entity List);
b. the Military End User List (15 CFR part 744, Supplement No. 7)
administered by BIS (the Military End User List);
c. the Specially Designated Nationals List administered by the
Treasury Department's Office of Foreign Assets Control (OFAC) (the SDN
List);
d. the Non-SDN Chinese Military-Industrial Complex Companies List
administered by OFAC (the NS-CMIC List);
e. the Sectoral Sanctions Identification List administered by OFAC
(the SSI List); or
f. the Chinese Military Companies (Section 1260H) list administered
by the U.S. Department of War (the 1260H List).
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
6. Is the headquarters or Principal Place of Business of any Known
Investor Entity or its Parent located in an Adversary Country? [If the
response is ``YES'', the Known Investor Entity is not eligible to
participate in the Known Investor Program.]
7. Do any of the following hold a greater than ten percent interest
in any Known Investor Entity directly or indirectly?
[cir] Entities or individuals on:
[ssquf] the Entity List
[ssquf] the Military End User List
[ssquf] the SDN List
[ssquf] the NS-CMIC List
[ssquf] the SSI List
[ssquf] the 1260H List
[cir] The government of an Adversary Country, including its
respective departments, agencies, and instrumentalities.
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
8. Do any of the following hold the right to appoint a member of
the board of directors or equivalent governing body of any Known
Investor Entity directly or indirectly?
[cir] Entities or individuals on:
[ssquf] the Entity List
[ssquf] the Military End User List
[ssquf] the SDN List
[ssquf] the NS-CMIC List
[ssquf] the SSI List
[ssquf] the 1260H List
[cir] The government of an Adversary Country, including its
respective departments, agencies, and instrumentalities.
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
9. Does any third-party entity with a headquarters or Principal
Place of Business in, or any individual that is a national of, an
Adversary Country hold a greater than 25 percent interest in any Known
Investor Entity? [If the response is ``YES'', the Known Investor Entity
is not eligible to participate in the Known Investor Program.]
10. Are any members of the board of directors or equivalent
governing body (including external directors and other persons who
perform the duties usually associated with such titles) or any officers
(including president, senior vice president, executive vice president,
and other persons who perform duties normally associated with such
titles) of any Known Investor Entity principally located in, or a
national of, an Adversary Country? [If the response is ``YES'', the
Known Investor Entity is not eligible to participate in the Known
Investor Program.]
11. Are more than 50 percent of any Known Investor Entity's
employees located in one or more Adversary Countries? [If the response
is ``YES'', the Known Investor Entity is not eligible to participate in
the Known Investor Program.]
12. If any Known Investor Entity has manufacturing facilities, are
all of the Known Investor Entity's manufacturing facilities located in
one or more Adversary Countries (and no other countries)? [If the
response is ``YES'', the Known Investor Entity is not eligible to
participate in the Known Investor Program.]
13. If any Known Investor Entity has research and development
facilities, are all of the Known Investor Entity's research and
development facilities located in one or more Adversary Countries (and
no other countries)? [If the response is ``YES'', the Known Investor
Entity is not eligible to participate in the Known Investor Program.]
14. To the best of its knowledge, does any Known Investor Entity
use for itself components, equipment, or infrastructure sourced from
any the following?
[cir] Entities or individuals on:
[ssquf] the Entity List
[ssquf] the Military End User List
[ssquf] the 1260H List
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
15. To the best of its knowledge, does any Known Investor Entity
incorporate into products or services--which it then provides to third
parties--any components, equipment, or infrastructure sourced from any
of the following?
[cir] Entities or individuals on:
[ssquf] the Entity List
[ssquf] the Military End User List
[ssquf] the 1260H List
[If the response is ``YES'', the Known Investor Entity is not
eligible to participate in the Known Investor Program.]
4. Legal and Organizational Factors
For every transaction that CFIUS reviews, it spends time
understanding the legal and organizational structure of the parties
(both independently and as a result of the transaction). This includes
analyzing the ownership (identifying the ultimate beneficial ownership
among other things), how the parties are governed, and any relationship
between the foreign person that is a party to the transaction and a
Foreign Government (including whether the foreign person is Controlled
by or acting on behalf of a Foreign Government). This section would
include questions covering organizational charts, governance, Foreign
Government ownership and Control, and complete identifying information
for the relevant entities. These questions are intended to ascertain a
Known Investor Entity's entire governance structure and would include
the Known Investor Entity providing:
complete ownership information including all individuals
or entities holding a greater-than-five percent economic or voting
interest, directly or indirectly, in each of the Known Investor
Entities and whether any changes are known or anticipated to occur
within the next year;
a list of every Fund that has been used by each of the
Known Investor Entities to make investments in U.S. businesses in the
last five years and any that the entity intends to use to invest in the
United States in the next year;
information on any individuals or entities serving on any
limited partner
[[Page 5698]]
advisory committee (or equivalent body) of any Fund that any of the
Known Investor Entities is currently using to invest in the United
States;
governance documents for each Known Investor Entity and
each Parent, as applicable;
thresholds for quorum and decision-making at both the
shareholder and board levels for each Known Investor Entity and each
Parent, as applicable;
for each Known Investor Entity and each Parent, as
applicable, the identity of shareholders that consistently participate
in and/or attend shareholders meetings, and the amount of voting
interest held by each such shareholder;
for each Known Investor Entity and each Parent, as
applicable, the amount of voting interest, as a percentage of voting
shares of each entity, that has participated in shareholders' meetings
in the last five years; and
information on the Known Investor Entity's relationships
to any Foreign Governments including any interest held by, or any
rights or powers of, a Foreign Government.
5. Personnel and Process for Governing and Operating
CFIUS performs extensive due diligence to understand the personnel
and operations of the transaction parties. This includes learning about
the key personnel of the Foreign Person, the structure and management
of the parties, the role that the board of directors plays in the
decision-making process of the parties, and rights that third-party
investors such as limited partners may hold. This section would include
questions covering board personnel, board structure and practices,
management personnel and practices, limited partners, and co-investor
diligence. These questions are intended to provide CFIUS with a
comprehensive understanding of how the Known Investor Entities are
managed and operated, including regarding:
information on the Known Investor Entities' key personnel;
biographical and personal information for directors and
officers, and for any individual having an ownership interest of five
percent or more in each Known Investor Entity or in the entity's
ultimate Parent;
information about the role that each of these personnel
exercise within the relevant Known Investor Entity's structure;
a description of how each Known Investor Entity decides on
the individuals who will represent it on boards of Funds, operating
entities, and Portfolio Companies in which it is invested;
a description and copies of any governance documents,
policies, practices, and/or technical controls that govern access by
board members to information related to the Known Investor Entity's
operational or investment decisions;
a description of how board representatives share Portfolio
Company- and Fund-specific information with other individuals, teams,
or committees within the Known Investor Entity, and the nature and
frequency of communications with the Funds, operating entities, or
Portfolio Companies in which the Known Investor Entity has invested;
information on each officer below the board level and
explanation of how any committees or persons or groups working below
the board level contribute to the decision-making process for
investments;
information on each Known Investor Entity's limited
partners and frequent co-investment partners; and
a description of how each Known Investor Entity identifies
the investment partners with which it chooses to invest in specific
transactions, how due diligence is conducted, and when it would decline
to pursue a relationship with an investment partner due to compliance
or reputational risk.
6. Nature and Characteristics of the Known Investor Entities' Business
In the course of reviewing transactions, CFIUS performs diligence
on the business operations of a Foreign Person to better understand the
Foreign Person's overall investment strategy and how the U.S. business
in a transaction would fit in the Foreign Person's business and
operations following the transaction. This section would include
questions covering strategy and holdings, relationships with Portfolio
Companies, and internal policies, practices, and standards (including
with respect to personnel, cybersecurity and data protection, and
supply chain management and integrity). These questions are intended to
provide CFIUS with a greater understanding of the Known Investor
Entities' business lines and corporate strategy, including regarding
the following, as applicable:
a description of the business and a copy of the annual
report of each Known Investor Entity and its ultimate Parent;
financial information such as revenue, EBIDTA, and
outstanding debt--including the primary business lines through which it
generates revenue and a description of the provider(s) of any credit
and/or the holder(s) of any debt;
a description of, and copies of, any materials regarding
the investment strategy globally and with respect to the United States,
and anticipated capital allocation over the next year;
a list of any consent or veto rights that are standard for
each Known Investor Entity's investments in U.S. Portfolio Companies
and frequency with which within the last five years it has withheld a
requisite consent or exercised a veto for a decision involving a
Portfolio Company;
information on each Known Investor Entity's Subsidiaries
and/or Portfolio Companies, including its research and development,
technology, products, intellectual property (IP), and systems and
infrastructure;
governance and decision-making arrangements of each Known
Investor Entity's Subsidiaries and/or Portfolio Companies, including
any managerial oversight that the Known Investor Entity exercises, as
well as whether the Known Investor Entity has access to the data,
proprietary information, IP, personnel, and systems and infrastructure
of its Subsidiaries and/or Portfolio Companies; and
security and compliance information, including policies,
practices, trainings and controls regarding risk management,
cybersecurity, data privacy and security, IP protection, physical
security, and supply chain integrity.
7. Engagement With the U.S. Government and Compliance Posture
CFIUS takes into account, in the course of any transaction review
and, if applicable, considerations around mitigation of any risk, the
transaction parties' track record with CFIUS and general compliance
with law. This section would include questions covering any nexus to
the U.S. Government, CFIUS history and compliance, compliance with
other U.S. Government authorities, and compliance with the laws of
other jurisdictions. These questions are intended to provide CFIUS with
a greater understanding of the Known Investor Entity's interactions
with the U.S. Government and other jurisdictions, including through the
following:
a description of any products or services (including
research and development) that a Known Investor Entity supplies,
directly or indirectly, to any agency of the U.S. Government;
[[Page 5699]]
a list of relevant contracts or research and development
agreements with the U.S. Government;
information on previous filings with CFIUS and any CFIUS
mitigation agreements and conditions;
a description of any incremental acquisition made
following CFIUS clearance of a Covered Transaction to increase its
ownership interest or control rights in a U.S. business;
compliance history with U.S. Government authorities
including whether, in the past five years, any of the Known Investor
Entities has been subject to any regulatory action described in 31 CFR
800.219(c)(1)(iv)-(viii);
whether any proposed investment by any Known Investor
Entity has been prohibited or subject to mitigation by a non-U.S.
investment screening authority in the past five years;
any remedial action undertaken by any Known Investor
Entity as part of a settlement, criminal, or civil enforcement action
within a non-U.S. jurisdiction since 2020;
a description of the process within each Known Investor
Entity regarding multi-jurisdictional filings and approvals (e.g., due
diligence, negotiating terms of the investment, preparing regulatory
filings); and
whether any of the Known Investor Entities has been found
guilty of patent infringement or IP theft within the last five years.
8. Verifiable Distance From Adversary Countries
CFIUS carefully analyzes each transaction to identify any rights,
access, and influence of, or other connection to, a person or entity
that may present a threat to U.S. national security. Known Investor
Entities are expected to demonstrate verifiable distance from Adversary
Countries. This section would include questions covering investments in
and from Adversary Countries and any operational nexus to Adversary
Countries. These questions are intended to provide CFIUS with a greater
understanding of each Known Investor Entity's connection to any
Adversary Country including through the following:
information on investment partners (for investments in
which the Known Investor Entity has a voting or economic interest
greater than or equal to 10 percent) that are located in any Adversary
Country;
list of any Known Investor Entity's Funds or entities with
a place of incorporation or principal place of business in an Adversary
Country, information on the Known Investor Entity's portfolio in the
Adversary Country, processes for deciding which investment targets to
pursue, and sector-specific strategy for current Portfolio Companies or
assets in any Adversary Country as well as planned investments in the
next 24 months and expected growth pipeline over the next five years;
a description of other relationships with entities
organized under the laws of an Adversary Country;
a description of ties to the government of any Adversary
Country including receipt of any government subsidies or other funding,
or provision of any products or services to the government of an
Adversary Country; and
operational connections to an Adversary Country including
whether any primary business lines are located in whole or in part in
an Adversary Country and information on sourcing of certain hardware or
software from an Adversary Country.
III. Request for Information
Known Investor Program
Definitions
1. Are there additional terms for which the Questionnaire should
provide a definition?
2. What, if anything, could be clarified in the definitions
provided in this RFI?
Identification of Entities
3. In what ways, if any, should the Treasury Department elaborate
on its request for a list of Known Investor Entities within the
Questionnaire?
4. What factors would a Foreign Investor consider in determining
which entities to include in its list of Known Investor Entities for
the Questionnaire?
5. What are the types or categories of entities that may seek to
participate in the Known Investor Program--for example, operating
companies, investment funds, or other types of entities? How, if at
all, should questions be tailored to the specific type or category of
entity?
Eligibility Criteria
6. What are the considerations that should be taken into account
with a self-determinative list of eligibility criteria that the Foreign
Investor would need to apply to itself?
7. Would any of the eligibility criteria in this RFI benefit from
clarification? If so, which and how?
8. Would any of the eligibility criteria in this RFI be difficult
to apply or overly narrow given the goals of the Known Investor
Program? If so, which and how could such criteria be modified?
9. Are there additional criteria that the Treasury Department
should consider including as part of the eligibility of entities for
the Known Investor Program?
Legal and Organizational Factors
10. In what ways, if any, should the Treasury Department consider
clarifying or adjusting the types of information requested in this
section?
11. Are there additional items that the Treasury Department should
consider including in the Questionnaire regarding relevant legal and
organizational factors? Please explain.
12. What challenges could arise in the process of collecting and
providing this information to CFIUS that should be considered?
Personnel and Process for Governing and Operating
13. In what ways, if any, should the Treasury Department consider
clarifying or adjusting the types of information requested in this
section?
14. Are there additional factors that the Treasury Department
should consider regarding the personnel and process for governing and
operating each Known Investor Entity? Please explain.
15. What challenges could arise in the process of collecting and
providing this information to CFIUS that should be considered?
Nature and Characteristics of a Known Investor Entity's Business
16. In what ways, if any, should the Treasury Department consider
clarifying or adjusting the types of information requested in this
section?
17. Are there additional factors that the Treasury Department
should consider regarding the nature and characteristics of each Known
Investor Entity's business? Please explain.
18. What challenges could arise in the process of collecting and
providing this information to CFIUS that should be considered?
Engagement With the U.S. Government and Compliance Posture
19. In what ways, if any, should the Treasury Department consider
clarifying or adjusting the types of information requested in this
section?
20. Are there additional factors that the Treasury Department
should consider regarding the Known Investor Entity's interactions with
the U.S. Government and other jurisdictions? Please explain.
21. What challenges could arise in the process of collecting and
providing this
[[Page 5700]]
information to CFIUS that should be considered?
Verifiable Distance From Adversary Countries
22. In what ways, if any, should the Treasury Department consider
clarifying or adjusting the types of information requested in this
section?
23. Are there additional factors that the Treasury Department
should consider regarding the verifiable distance from Adversary
Countries of each Known Investor Entity, or other ways to demonstrate
such verifiable distance? Please explain.
24. What challenges could arise in the process of collecting and
providing this information to CFIUS that should be considered?
General, Other
25. Are there other topics or issues that CFIUS should consider as
part of the Known Investor Program or with respect to the
Questionnaire? If so, please explain.
26. How frequently should Known Investor Entities be expected to
update their Questionnaire responses and certify to the accuracy and
completeness of information submitted in response to the Questionnaire?
27. Information submitted as part of the Known Investor Program
Questionnaire will be considered confidential under CFIUS authorities.
What other considerations--administrative or otherwise--would be
relevant to clarify?
28. The Treasury Department is interested in understanding which
items or categories may be the most time- and resource-intensive to
address. Please provide any information relevant to the amount of time
or effort it may take for a Known Investor Entity to respond to any
individual item or category.
29. What specific process efficiencies or other benefits should
CFIUS provide to Known Investor Entities as part of the Known Investor
Program, consistent with the Committee's case-by-case analysis of
national security risks?
Other Ways in Which CFIUS Can Streamline Its Authorities and Processes
The Treasury Department also seeks feedback on ways CFIUS could
improve efficiency in its processes including related to the case
review process, non-notified transactions, mitigation, and monitoring
and enforcement--while maintaining its commitment to case-by-case
analysis of national security risks. While feedback related to policy
or procedural changes may not require statutory or regulatory changes,
the Treasury Department also welcomes suggestions that may require
regulatory change or legislative enactments.
30. What features of current CFIUS processes could be simplified or
streamlined for repeat filers or first-time filers?
31. Are there opportunities to better calibrate the regulatory
impact of current CFIUS processes by industry sector, type of
investment or investor, or other characteristics of a transaction?
32. How do parties utilize the pre-notice consultation described in
31 CFR 800.501(g), and what additional processes or resources would be
helpful to parties during the pre-notice consultation?
33. Are there other changes that CFIUS should consider to enhance
efficiencies in its processes including related to the case review
process, non-notified transactions, mitigation, and monitoring and
enforcement?
34. Are there minor or technical changes to CFIUS authorities
(statute, executive orders, regulations) that should be considered that
would support the goals of a more efficient regulatory system while
protecting national security?
35. Are there other suggestions or comments about CFIUS authorities
that should be considered?
36. Are there procedures or features aimed at increasing efficiency
that other regulatory regimes (domestic or foreign) employ that would
be beneficial for CFIUS to consider?
37. Recognizing that CFIUS has confidentiality obligations and
cannot share classified information, in what ways would it be helpful
for CFIUS to share more information with the public about the types of
risks that can arise in certain transactions as well as best practices
parties can use to limit these risks prior to CFIUS review? Please be
as specific as possible.
38. Are there other issues or topics where guidance issued by CFIUS
would be helpful as transaction parties are evaluating CFIUS
authorities and making a decision on whether and how to file a
transaction with CFIUS?
39. What factors do parties consider in determining whether to file
a transaction with CFIUS, and if so, whether to file a transaction as a
declaration or a notice?
40. Are there changes CFIUS should consider, to include process and
substance, when engaging with parties when CFIUS has identified a risk?
41. Are there changes CFIUS should consider, to include process and
substance, when engaging with parties on the negotiation and
implementation of mitigation agreements?
42. What are the financial and operational considerations related
to mitigation terms that CFIUS may determine are necessary to address
an identified risk? Are there types of terms that are particularly
burdensome for the operations of the foreign investor and U.S.
business?
43. How can CFIUS address operational and financial impacts that
its process, to include negotiating mitigation agreements, may have on
early-stage U.S. businesses?
44. Are there ways that CFIUS can improve its processes regarding
voluntary abandonment of transactions (i.e., when the transaction
parties agree to divest in response to national security concerns from
CFIUS)?
45. Are there other ways that CFIUS can enhance the experience of
parties in the regulatory review process?
Christopher Pilkerton,
Assistant Secretary of the Treasury for Investment Security.
[FR Doc. 2026-02481 Filed 2-6-26; 8:45 am]
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