Whether you are in the early stages of exploring a CFIUS-covered transaction or in need of an independent third party to assure compliance with a mitigation agreement or CFIUS order, Kroll has the investigative experience, global resources, knowledgeable experts, and independent standing to support your CFIUS-related needs.
|Issues of Importance to CFIUS
What are the backgrounds and reputations of the contemplated counterparties to any transaction?
Do the individuals who comprise the non-U.S. purchaser’s leadership and governance structure have past or ongoing connections with foreign governments?
Are there any integrity issues with principals or with how the potential acquirer has conducted business in the past?
Does the U.S. company deliver products or services that are subject to export control regulations, or manufacture, sell, or otherwise exert control over dual-use technologies or products?
Does the U.S. company’s research and development pipeline include products, technologies, or services relevant to national defense, intelligence, critical infrastructure, or other industries of particular CFIUS focus?
CFIUS Investigative Due Diligence
Kroll’s comprehensive due diligence reports help U.S. companies subject to potential investment from entities outside of the United States learn about the acquiring entities. This enables them to anticipate CFIUS concerns, and ultimately make better-informed decisions about whether to proceed or halt negotiations, whether to file a voluntary notice with CFIUS and, if so, what to offer proactively to address likely CFIUS concerns.
Kroll also prepares comprehensive due diligence reports for non-U.S. entities to help them proactively understand and address likely CFIUS concerns before pursuing a business relationship.
With the recent implementation of the CFIUS pilot regulations, knowing your investor through investigative due diligence has become a key step for any successful foreign investment transaction. - Samuel P. Jacobs
Comprehensive Due Diligence Reports Customized for CFIUS-covered Transactions
Kroll’s work is tailored to each client, taking into account factors such as industry sector, geographic footprint, and sociopolitical landscape. Our due diligence reports are comprehensive, combining the review and analysis of multiple data sources with local human intelligence and source inquiries.
This blended approach is critical for ensuring the most balanced and useful results. Kroll has access to hundreds of commercial and proprietary databases, encompassing a wide range of available media and public records. However, Kroll does not rely on databases and computer-based sources alone, given that these sources can be incomplete or updated only sporadically. As such, Kroll leverages its deep international network to conduct onsite research in developed and emerging markets with a focus on identifying information critical to evaluating potential CFIUS concerns.
|Examples of Issues Covered in Due Diligence Reports on CFIUS-covered Transactions
Regulatory records and violations
Criminal proceedings and civil litigation
Property and other asset-related sources
Professional and educational history
Personal and business reputations
False claims of business associations, employment, academic, and professional degrees
Misrepresentations and non-disclosure of material facts
Management styles and ethics of key executives
Past or current affiliations of key executives with foreign governments
Undisclosed business relationships and corporate interests
Financial and operating history
Professional and educational history
Overstated assets and revenues
Unrecorded or understated expenses, liabilities, liens, and judgments
CFIUS Third-Party Monitoring and Auditing
Throughout our history, Kroll has been retained to conduct sensitive and critical monitorships and third-party audits given our firm’s reputation for independence and integrity. We provide a level of confidence and impartiality essential to government regulators and judicial and administrative tribunals.
Kroll can serve as the independent monitor or auditor for parties to CFIUS mitigation agreements, or companies that are otherwise subject to an interim or final order issued by CFIUS.
|As part of our CFIUS monitoring service, our team will:
Evaluate the organization’s performance against the terms set forth in mitigation agreements and CFIUS orders, including through the use of Kroll’s world-class cybersecurity practice in assessing compliance with technical and system requirements
Assist the parties in creating plans to remedy any identified deficiencies
Prepare detailed compliance reports for CFIUS and, as appropriate, interface directly with CFIUS staff
Expertise to Meet Your CFIUS-Related Needs
Kroll’s CFIUS practice includes former senior U.S. national security officials who have significant firsthand experience with CFIUS matters. Their backgrounds include service with the United States Intelligence Community, the Department of Justice, and the Federal Bureau of Investigation. Kroll’s global team also comprises former prosecutors and members of law enforcement and investigative agencies, forensic accountants, financial analysts, computer and cyber-crime professionals, corporate governance specialists, former business journalists, and litigation consultants.
Of particular value for CFIUS engagements, Kroll’s offices around the world are staffed with local nationals who are familiar with their countries’ business, political, social, and economic landscapes. This knowledge is critical to carrying out thorough due diligence and providing localized context to our findings.
The diversity of our professionals enables us to apply complementary and sophisticated fact-finding techniques and analytical methodologies to our cases. Our professionals bring real-world insights to each assignment, and an unparalleled ability to turn raw information into meaningful business intelligence. Clients also benefit from the integrity and reputation associated with the Kroll name and its professionals. Our assignments are managed in confidence, and in accordance with the highest legal and ethical standards.