Even before the COVID-19 pandemic, the German Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie – BMWi), led by federal minister Peter Altmaier, announced a major revision of Germany’s foreign direct investment control regime (FDI Regime) to come into force in 2020, in what would become the third amendment of the FDI Regime since 2017. This announcement was made as part of the introduction of the BMWi’s “National Industry Strategy 2030”. The aim of this new industrial policy is to “protect and regain Germany’s commercial and technical expertise, competitiveness and industrial leadership at national, European and global level”.
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Cross-Border M&A
CFIUS Blocks Joint Venture Outside the United States, Releases 2018-2019 Data, and Goes Electronic
Posted in Cross-Border M&A, Deal Structuring
Over the last few weeks, there has been a flurry of activity at the Committee on Foreign Investment in the United States (CFIUS). In addition to imposing filing fees, which we wrote about here, and issuing proposed amendments to broaden the mandatory CFIUS notification requirements, which we wrote about here, CFIUS recently blocked a robotics joint venture in China with no U.S. assets and limited to operations outside the United States, released detailed information regarding the transactions reviewed by CFIUS during 2018 (as well as summary data for transactions reviewed in 2019), and announced a new electronic filing system.…
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Proposed Rule Would Broaden CFIUS Mandatory Notification Requirements
Posted in Cross-Border M&A, Deal Structuring
On May 21, 2020, the U.S. Department of the Treasury published a proposed rule (the “Proposed Rule”) that would significantly broaden the scope of mandatory filing requirements of the Committee on Foreign Investment in the United States (“CFIUS”) for foreign investments involving U.S. critical technology businesses.
The Proposed Rule abandons the current restriction to specified…
COVID-19: CFIUS Considerations for Distressed M&A and Lending Transactions
The COVID-19 pandemic has created market conditions ripe for increased cross border investment as businesses scramble for capital and investors target distressed assets. The Committee on Foreign Investment in the United States (CFIUS) is focused on the trend. Senior Department of Defense officials have recently and repeatedly stressed the need for the active…
CFIUS Imposes Filing Fees
Today, the U.S. Department of the Treasury (“Treasury”) published an interim rule (the “Interim Rule”) implementing the filing fee provisions of the Foreign Investment Risk Review Modernization Act (“FIRRMA”) along the lines set out in Treasury’s proposal of March 9. The Committee on Foreign Investment in the United States…
Cleary Gottlieb – M&A-Telegram Germany Q1/2020
By Cleary Gottlieb on
Posted in Cross-Border M&A
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
CFIUS Releases Proposed Rule on Filing Fees
On March 9, 2020, the U.S. Department of the Treasury published a proposed rule implementing the filing fee provisions of the Foreign Investment Risk Review Modernization Act. The Proposed Rule would assess tiered filing fees for all voluntary notifications to the Committee on Foreign Investment in the United States and is open for public comment…
Upcoming Changes to the German Foreign Direct Investment Control Regime
By Mirko von Bieberstein on
Posted in Cross-Border M&A
With a draft bill to amend the Foreign Trade and Payments Act (Außenwirtschaftsgesetz – AWG) issued on January 30, 2020, the German Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie – BMWi) has started a legislative process to change the German foreign direct investment control regime (FDI Regime). This will be the third amendment to the FDI Regime since 2017. While the German Government continues to emphasize that Germany maintains an investment-friendly environment, these changes will further strengthen the Government’s ability to scrutinize foreign direct investments in Germany. As with earlier amendments to the FDI Regime, which all aimed to protect German and European security interests, these new changes will have a significant impact on M&A transactions in Germany.…
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EDPB Publishes Statement on Privacy Implications of M&A Transactions
By Emmanuel Ronco, Natalie Farmer & Edouard Burlet on
On February 19, 2020 the European Data Protection Board (“EDPB”) published its second statement on privacy in the context of corporate transactions.
The statement, the full text of which can be read here, highlights the existence of concerns related to the combination and accumulation of sensitive personal data and the possibility that such combinations could result in a high level of risk to the fundamental rights to privacy and the protection of personal data.…
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The European Union Blacklists the Cayman Islands
By Cleary Gottlieb on
On February 18, 2020, the ECOFIN group included the Cayman Islands in the EU’s list of non-cooperative third country jurisdictions (the “EU Blacklist”). This action may (i) affect the tax treatment of income streams sourced in or flowing to the Cayman Islands; as well as (ii) trigger ad hoc reporting obligations.
In addition, because of…