Webcast: CFIUS Enforcement Guidelines: First-Ever Guidance on Enforcement and Penalties in U.S. National Security Reviews of Foreign Direct Investment

December 13, 2022

On October 20th, the Committee on Foreign Investment in the United States (CFIUS) released its first-ever guidelines to industry on enforcement and penalties for violations of the Committee’s regulations designed to detect and mitigate national security risks arising from foreign investment. The enforcement guidelines (i) clarify the types of conduct that constitute a violation, (ii) discuss the Committee’s procedure for imposing a penalty, and (iii) highlight aggravating and mitigating factors that will influence the Committee’s penalty calculation. While the guidelines do not accompany any apparent change to CFIUS’s statutory authority, they appear to be part of an effort to increase transparency of a committee long-viewed as secretive—and also may signal increased use by the Committee of its enforcement and penalty authorities.

The issuance of the Guidelines is therefore noteworthy in several respects:

  • Their issuance is another in a series of signals from the U.S. government of its intense focus on protecting national security interests, inclusive of U.S. technological leadership;
  • The Guidelines provide a more transparent, public roadmap for how violations will be assessed and processed; and
  • The Guidelines establish a voluntary self-disclosure mechanism for violations that has parallels with other agencies, though stops short of offering specific incentives for such disclosures.

Hear from our experienced national security and CFIUS practitioners about the impact of the guidelines, what they may mean in future enforcement actions, and how they fit into the Biden Administration’s broader focus on using industrial and economic tools in the service of national security priorities.

View Slides (PDF)


Stephenie Gosnell Handler is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher, where she advises clients on complex legal, regulatory, and compliance issues relating to international trade, cybersecurity, and technology matters. Ms. Handler has prior experience advising clients on diverse global cybersecurity and technology matters, including strategic legal issues, data localization, regulatory compliance, risk management, governance, preparedness, and data and export control and sanctions requirements.

David Burns is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher and Co-Chair of the firm’s National Security Practice Group. He is a former Principal Deputy Assistant Attorney General of the National Security Division of the Department of Justice. His practice focuses on white-collar criminal defense, internal investigations, national security, and regulatory enforcement matters. Mr. Burns represents corporations and executives in federal, state, and regulatory investigations involving securities and commodities fraud, sanctions and export controls, theft of trade secrets and economic espionage.

Samantha Sewall is an associate in the Washington, D.C. office of Gibson, Dunn & Crutcher and a member of the firm’s International Trade Practice Group. Ms. Sewall advises clients on compliance with U.S. legal obligations at the intersection of global trade, foreign policy, and national security, focusing her practice on compliance with U.S. economic sanctions, export controls, national security reviews of foreign direct investment (CFIUS), and anti-boycott laws.


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