• Each notice, and any followup information, submitted under this section and regulations prescribed under this section to the President or the Committee by a party to a covered transaction, and any information submitted by any such party in connection with any action for which a report is required pursuant to paragraph (3)(B) of subsection (l), with respect to the implementation of any mitigation agreement or condition described in paragraph (1)(A) of subsection (l), or any material change in circumstances, shall be accompanied by a written statement by the chief executive officer or the designee of the person required to submit such
  notice or information certifying that, to the best of the knowledge and belief of that person --

• (1) the notice or information submitted fully complies with the requirements of this section or such regulation, agreement, or condition; and
• (2) the notice or information is accurate and complete in all material respects.

• Added by Section 8 of FINSA
• See FINSA

• A party or parties to a proposed or completed transaction may file a voluntary notice of the transaction with the Committee. Voluntary notice to the Committee is filed by sending:    
  
  (1) One paper copy of the notice to the Staff Chairperson, Office of Investment Security, Department of the Treasury, 1500 Pennsylvania Avenue, NW., Washington, DC 20220, that includes, in English only, the information set out in Sec.  800.402, including the certification required under paragraph (l) of that section; and    
  
  (2) One electronic copy of the same information required in paragraph (a)(1) of this section. See the Committee's section of the Department of the Treasury Web site, at http://www.treas.gov/offices/ international-affairs/cfius/index.shtml for electronic submission instructions.

_______________

• Proposal release commentary
  Section 800.402. This section, which describes the information that must be included in a voluntary notice to CFIUS, is expanded to require additional data that CFIUS routinely has requested of parties. Information submitted to CFIUS in connection with a voluntary notice is entitled to confidentiality under section 800.702, and is exempt from disclosure under 5 U.S.C. 552.
  
  Paragraph (a) has been revised to make clear that a voluntary notice will not be considered complete if any required information is missing. However, in the case of a hostile takeover where a voluntary notice is filed by fewer than all of the parties to a transaction, paragraph (b) provides that CFIUS may accept an otherwise complete notice that does not provide complete information on each non-notifying party, so long as it provides the portion of that information that is known or reasonably available to the notifying parties. (See also Sec. 800.403(b), providing that the Staff Chairperson may require the parties to provide certain information pertaining to the transaction within seven days of the Staff Chairperson's request for such information.)  Paragraph (c) specifies the details relating to the transaction that must be described in a voluntary notice. While the regulations previously required parties to submit many of these details in voluntary notices, some specified in paragraph (c) are newly required. These include, for example, additional information regarding ultimate and intermediate parents of the foreign person making the acquisition; transaction value information; identification of other persons with a role in the transactions; additional information regarding contracts with and goods supplied directly or indirectly to the government; additional product information; identification of any special government rights over the foreign person making the acquisition; description of any agreements among foreign persons to act in concert with respect to parties to the transaction; and personal identifier information for certain key personnel. Subparagraph (c)(ii) requires that the notice include certain export-control related information, including the identification of emergent technologies that may be designated or determined to be covered by the United States Munitions List, which is set forth in the International Traffic in Arms Regulations (22 CFR parts 120 through 130), and therefore be critical technologies, as defined in section 800.208(a).  Other paragraphs in this section contain new informational requirements for parties filing voluntary notices. These include paragraph (j), which requires an organization chart showing the relationship between the foreign person making the acquisition and its parents, affiliates, and subsidiaries; and paragraph (k), which requires the parties to indicate whether either party has been involved previously in a transaction notified to CFIUS, and whether either party is a party to a mitigation agreement entered into under section 721. Paragraph (j) also requires the parties to provide a full statement of their view as to whether (1) the acquirer is controlled by a foreign government, (2) the acquirer is a foreign person, and (3) the transaction will result in foreign control of a U.S. person.  Paragraph (i), which requires the provision of the purchase agreement or other similar documents establishing the terms of the agreement, has been revised to reflect that such documents must reflect terms as to which there is an actual agreement between the parties, particularly with respect to matters relating to post-closing control and governance. CFIUS reserves the right to reject a voluntary notice in cases in which the deal terms regarding such matters are undecided.  Section 800.403. It is CFIUS's expectation that, in light of the added questions pertaining to the contents of voluntary notice (see Sec.  800.402), the need to request follow-up information from the parties will be reduced. However, in cases where CFIUS requests follow- up information, such information must be provided promptly. This section makes clear that a party's failure to provide promptly any follow-up information requested by CFIUS is grounds for rejecting the notice. If such information cannot be provided within two business days of CFIUS's request, the parties should request an extension of time in writing.  

• If the Committee determines that a transaction for which no voluntary notice has been filed under paragraph (a) of this section may be a covered transaction and raises national security considerations, the Staff Chairperson, acting on the recommendation of the Committee, may request the parties to the transaction to provide to the Committee the information necessary to determine whether the transaction is a covered transaction, and if the Committee determines that the transaction is a covered transaction, to file a notice under paragraph (a) of such covered transaction.

_______________

• Proposal release commentary
  Section 800.402. This section, which describes the information that must be included in a voluntary notice to CFIUS, is expanded to require additional data that CFIUS routinely has requested of parties. Information submitted to CFIUS in connection with a voluntary notice is entitled to confidentiality under section 800.702, and is exempt from disclosure under 5 U.S.C. 552.
  
  Paragraph (a) has been revised to make clear that a voluntary notice will not be considered complete if any required information is missing. However, in the case of a hostile takeover where a voluntary notice is filed by fewer than all of the parties to a transaction, paragraph (b) provides that CFIUS may accept an otherwise complete notice that does not provide complete information on each non-notifying party, so long as it provides the portion of that information that is known or reasonably available to the notifying parties. (See also Sec.  800.403(b), providing that the Staff Chairperson may require the parties to provide certain information pertaining to the transaction within seven days of the Staff Chairperson's request for such information.)     Paragraph (c) specifies the details relating to the transaction that must be described in a voluntary notice. While the regulations previously required parties to submit many of these details in voluntary notices, some specified in paragraph (c) are newly required. These include, for example, additional information regarding ultimate and intermediate parents of the foreign person making the acquisition; transaction value information; identification of other persons with a role in the transactions; additional information regarding contracts with and goods supplied directly or indirectly to the government; additional product information; identification of any special government rights over the foreign person making the acquisition; description of any agreements among foreign persons to act in concert with respect to parties to the transaction; and personal identifier information for certain key personnel. Subparagraph (c)(ii) requires that the notice include certain export-control related information, including the identification of emergent technologies that may be designated or determined to be covered by the United States Munitions List, which is set forth in the International Traffic in Arms Regulations (22 CFR parts 120 through 130), and therefore be critical technologies, as defined in section 800.208(a).  Other paragraphs in this section contain new informational requirements for parties filing voluntary notices. These include paragraph (j), which requires an organization chart showing the relationship between the foreign person making the acquisition and its parents, affiliates, and subsidiaries; and paragraph (k), which requires the parties to indicate whether either party has been involved previously in a transaction notified to CFIUS, and whether either party is a party to a mitigation agreement entered into under section 721. Paragraph (j) also requires the parties to provide a full statement of their view as to whether (1) the acquirer is controlled by a foreign government, (2) the acquirer is a foreign person, and (3) the transaction will result in foreign control of a U.S. person.  Paragraph (i), which requires the provision of the purchase agreement or other similar documents establishing the terms of the agreement, has been revised to reflect that such documents must reflect terms as to which there is an actual agreement between the parties, particularly with respect to matters relating to post-closing control and governance. CFIUS reserves the right to reject a voluntary notice in cases in which the deal terms regarding such matters are undecided.  Section 800.403. It is CFIUS's expectation that, in light of the added questions pertaining to the contents of voluntary notice (see Sec.  800.402), the need to request follow-up information from the parties will be reduced. However, in cases where CFIUS requests follow- up information, such information must be provided promptly. This section makes clear that a party's failure to provide promptly any follow-up information requested by CFIUS is grounds for rejecting the notice. If such information cannot be provided within two business days of CFIUS's request, the parties should request an extension of time in writing.

• Proposal release commentary
  Section 800.402. This section, which describes the information that must be included in a voluntary notice to CFIUS, is expanded to require additional data that CFIUS routinely has requested of parties. Information submitted to CFIUS in connection with a voluntary notice is entitled to confidentiality under section 800.702, and is exempt from disclosure under 5 U.S.C. 552.  Paragraph (a) has been revised to make clear that a voluntary notice will not be considered complete if any required information is missing. However, in the case of a hostile takeover where a voluntary notice is filed by fewer than all of the parties to a transaction, paragraph (b) provides that CFIUS may accept an otherwise complete notice that does not provide complete information on each non-notifying party, so long as it provides the portion of that information that is known or reasonably available to the notifying parties. (See also Sec.  800.403(b), providing that the Staff Chairperson may require the parties to provide certain information pertaining to the transaction within seven days of the Staff Chairperson's request for such information.)     Paragraph (c) specifies the details relating to the transaction that must be described in a voluntary notice. While the regulations previously required parties to submit many of these details in voluntary notices, some specified in paragraph (c) are newly required. These include, for example, additional information regarding ultimate and intermediate parents of the foreign person making the acquisition; transaction value information; identification of other persons with a role in the transactions; additional information regarding contracts with and goods supplied directly or indirectly to the government; additional product information; identification of any special government rights over the foreign person making the acquisition; description of any agreements among foreign persons to act in concert with respect to parties to the transaction; and personal identifier information for certain key personnel. Subparagraph (c)(ii) requires that the notice include certain export-control related information, including the identification of emergent technologies that may be designated or determined to be covered by the United States Munitions List, which is set forth in the International Traffic in Arms Regulations (22 CFR parts 120 through 130), and therefore be critical technologies, as defined in section 800.208(a).  Other paragraphs in this section contain new informational requirements for parties filing voluntary notices. These include paragraph (j), which requires an organization chart showing the relationship between the foreign person making the acquisition and its parents, affiliates, and subsidiaries; and paragraph (k), which requires the parties to indicate whether either party has been involved previously in a transaction notified to CFIUS, and whether either party is a party to a mitigation agreement entered into under section 721. Paragraph (j) also requires the parties to provide a full statement of their view as to whether (1) the acquirer is controlled by a foreign government, (2) the acquirer is a foreign person, and (3) the transaction will result in foreign control of a U.S. person.  Paragraph (i), which requires the provision of the purchase agreement or other similar documents establishing the terms of the agreement, has been revised to reflect that such documents must reflect terms as to which there is an actual agreement between the parties, particularly with respect to matters relating to post-closing control and governance. CFIUS reserves the right to reject a voluntary notice in cases in which the deal terms regarding such matters are undecided.  Section 800.403. It is CFIUS's expectation that, in light of the added questions pertaining to the contents of voluntary notice (see Sec.  800.402), the need to request follow-up information from the parties will be reduced. However, in cases where CFIUS requests follow- up information, such information must be provided promptly. This section makes clear that a party's failure to provide promptly any follow-up information requested by CFIUS is grounds for rejecting the notice. If such information cannot be provided within two business days of CFIUS's request, the parties should request an extension of time in writing.

• Any member of the Committee, at or above the Under Secretary or equivalent level, may file an agency notice to the Committee through the Staff Chairperson regarding a transaction for which no voluntary notice has been filed under paragraph (a) of this section if that member has reason to believe that the transaction is a covered transaction and may raise national security considerations. Notices filed under this paragraph are deemed accepted upon their receipt by the Staff Chairperson. In the event that an agency notice is filed, the Staff Chairperson will promptly furnish the parties to the transaction with written advice of such notice. No agency notice under this paragraph shall be made with respect to a transaction more than three years after the date of the completion of the transaction, unless the Chairperson of the Committee, in consultation with other members of the Committee, requests such an agency notice.

• No communications other than those described in paragraphs (a) and (c) of this section shall constitute notice for purposes of section 721.

• Upon receipt of the certification required by Sec. 800.402(l) and an electronic copy of a notice filed under paragraph (a) of this section, the Staff Chairperson shall promptly inspect such notice for completeness.

• Parties to a transaction are encouraged to consult with the Committee in advance of filing a notice and, in appropriate cases, to file with the Committee a draft notice or other appropriate documents to aid the Committee's understanding of the transaction and to provide an opportunity for the Committee to request additional information to be included in the notice. Any such pre-notice consultation should take place, or any draft notice should be provided, at least five business days before the filing of a voluntary notice. All information and documentary material made available to the Committee pursuant to this paragraph shall be considered to have been filed with the President or the President's designee for purposes of section 721(c) and Sec. 800.702, and shall be considered part of any notice filed under section 721(b).

• Information and other documentary material provided by the parties to the Committee after the filing of a voluntary notice under Sec. 800.401 shall be part of the notice, and shall be subject to the certification requirements of Sec. 800.402(l).

•  If the parties to a transaction file a voluntary notice, they shall provide in detail the information set out in this section, which must be accurate and complete with respect to all parties and to the transaction. (See also paragraph (l) of this section and Sec.  800.701(d) regarding certification requirements.)

• In the case of a hostile takeover, if fewer than all the parties to a transaction file a voluntary notice, each notifying party shall provide the information set out in this section with respect to itself and, to the extent known or reasonably available to it, with respect to each non-notifying party.

• Any member of the Committee, at or above the Under Secretary or equivalent level, may file an agency notice to the Committee through the Staff Chairperson regarding a transaction for which no voluntary notice has been filed under paragraph (a) of this section if that member has reason to believe that the transaction is a covered transaction and may raise national security considerations. Notices filed under this paragraph are deemed accepted upon their receipt by the Staff Chairperson. In the event that an agency notice is filed, the Staff Chairperson will promptly furnish the parties to the transaction with written advice of such notice. No agency notice under this paragraph shall be made with respect to a transaction more than three years after the date of the completion of the transaction, unless the Chairperson of the Committee, in consultation with other members of the Committee, requests such an agency notice.

• The voluntary notice shall list any filings with, or reports to, agencies of the United States Government that have been or will be made with respect to the transaction prior to its closing indicating the agencies concerned, the nature of the filing or report, the date on which it was filed or the estimated date by which it will be filed, and a relevant contact point and/or telephone number within the agency, if known.

• Example. Corporation A, a foreign person, intends to acquire Corporation X, which is wholly owned and controlled by a U.S. national and which has a Facility Security Clearance under the Department of Defense Industrial Security Program. See Department of Defense, "Industrial Security Regulation," DOD 5220.22-R, and "Industrial Security Manual for Safeguarding Classified Information,"' DOD 5220.22-M. Corporation X accordingly files a revised Form DD 441s, and enters into discussions with the Defense Investigative Service about effectively insulating its facilities from the foreign person. Corporation X may also have made filings with the Securities and Exchange Commission, the Department of Commerce, the Department of State, or other federal departments and agencies. Paragraph (d) of this section requires that certain specific information about these filings be reported to the Committee in a voluntary notice.  

• In the case of the establishment of a joint venture, information for the voluntary notice shall be prepared on the assumption that the foreign person that is party to the joint venture has made an acquisition of the existing U.S. business that the other party to the joint venture is contributing or transferring to the joint venture. The voluntary notice shall describe the name and address of the joint venture and the entities that established, or are establishing, the joint venture.

• In the case of acquisitions of some but not all of the assets of a person, Sec. 800.402(c) requires submission of the specified information with respect to the assets in the United States that have been or are proposed to be acquired.

• Persons filing a voluntary notice shall, with respect to the foreign person that is a party to the transaction, its immediate parent, the U.S. business that is the subject of the transaction, and each entity of which the foreign person is a parent, append to the voluntary notice the most recent annual report of each such entity, in English. Separate reports are not required for any entity whose financial results are included within the consolidated financial results stated in the annual report of any parent of any such entity, unless the transaction involves the acquisition of a U.S. business whose parent is not being acquired, in which case the notice shall include the most recent audited financial statement of the U.S. business that is the subject of the transaction. If a U.S. business does not prepare an annual report and its financial results are not included within the consolidated financial results stated in the annual report of a parent, the filing shall include, if available, the entity's most recent audited financial statement (or, if an audited financial statement is not available, the unaudited financial statement).  

• Persons filing a voluntary notice shall, during the time that the matter is pending before the Committee or the President, promptly advise the Staff Chairperson of any material changes in plans, facts and circumstances addressed in the notice, and information provided or required to be provided to the Committee under Sec. 800.402, and shall file amendments to the notice to reflect such material changes. Such amendments shall become part of the notice filed by such persons under Sec. 800.401, and the certification required under Sec. 800.402(l) shall apply to such amendments. (See also Sec. 800.701(d).)  

• Persons filing a voluntary notice shall include a copy of the most recent asset or stock purchase agreement or other document establishing the agreed terms of the transaction.

• Persons filing a voluntary notice shall include:
  (1) An organizational chart illustrating all of the entities or individuals above the foreign person that is a party to the transaction up to the person or persons having ultimate control of that person, including the percentage of shares held by each; and
  (2) A full statement of the view of the person as to whether:
  (A) It is a foreign person;
  (B) It is controlled by a foreign government; and
  (C) The transaction has resulted or will result in control of a U.S. business by a foreign person, and the reasons for its view, focusing in particular on any powers (for example, by virtue of a shareholders agreement, contract, statute, or regulation) that the foreign person will have with regard to the U.S. business, and how those powers can or will be exercised.  

• Persons filing a voluntary notice shall include information as to whether:    
  (1) Any party to the transaction is, or has been, a party to a mitigation agreement entered into or condition imposed under section 721, and if so, shall specify the date and purpose of such agreement or condition and the United States Government signatories; and
  (2) Any party to the transaction was ever party to a transaction previously notified to the Committee.  

• Each party filing a voluntary notice shall provide a certification of the notice consistent with Sec. 800.201. A sample certification may be found on the Committee's section of the Department of the Treasury Web site, available at http://www.treas.gov/offices/ international-affairs/cfius/index.shtml.  

• Persons filing a voluntary notice shall include with the notice a list identifying each document provided as part of the notice, including all documents provided as attachments or exhibits to the narrative response.

• (1) The transaction in question, including:
  (i) A summary setting forth the essentials of the transaction, including a statement of the purpose of the transaction, and its scope, both within and outside of the United States;
  (ii) The nature of the transaction, for example, whether the acquisition is by merger, consolidation, the purchase of voting interests, or otherwise;
  (iii) The name, United States address (if any), Web site address (if any), nationality (for individuals) or place of incorporation or other legal organization (for entities), and address of the principal place of business of each foreign person that is a party to the transaction;
  (iv) The name, address, Web site address (if any), principal place of business, and place of incorporation or other legal organization of the U.S. business that is the subject of the transaction;
  (v) The name, address, and nationality (for individuals) or place of incorporation or other legal organization (for entities) of: (A) The immediate parent, the ultimate parent, and each intermediate parent, if any, of the foreign person that is a party to the transaction; (B) Where the ultimate parent is a private company, the ultimate owner(s) of such parent; and (C) Where the ultimate parent is a public company, any shareholder with an interest of greater than five percent in such parent.
  (vi) The name, address, Web site address (if any), and nationality (for individuals) or place of incorporation or other legal organization (for entities) of the person that will ultimately control the U.S. business being acquired;
  (vii) The expected date for completion of the transaction, or the date it was completed;
  (viii) The price paid for the interest in the U.S. business in U.S. dollars, or, where the price does not accurately reflect the full value provided for the interest in the U.S. business, a statement of such value and a description of how it was derived; and
  (ix) The name of any and all financial institutions involved in the transaction, including as advisors, underwriters, or a source of financing for the transaction.

• With respect to a transaction structured as an acquisition of assets of a business, a detailed description of the assets of the U.S. business being acquired, including the approximate value of those assets in U.S. dollars;

• With respect to the U.S. business that is the subject of the transaction, and any entity of which that U.S. business is a parent that is also a subject of the transaction:
  (i) Their respective business activities, as, for example, set forth in annual reports, and the product or service lines of each, including an estimate of U.S. market share for primary product or service lines and an explanation of how that estimate was derived, and a list of direct competitors for those primary product or service lines;
  (ii) The street address (or mailing address, if different) within the United States and Web site address (if any) of each facility that is manufacturing classified or unclassified products or producing services described in paragraph (c)(3)(v) of this section, their respective Commercial and Government Entity Code (CAGE Code), assigned by the Department of Defense, their Dun and Bradstreet identification (DUNS) number, and their North American Industry Classification System (NAICS) Code, if any;
  (iii) Each contract (identified by agency and number) that is currently in effect or was in effect within the past five years, with any agency of the United States Government involving any information, technology or data that is classified under Executive Order 12958, as amended, its estimated final completion date, and the name, office, and telephone number of the contracting official;
  (iv) Any other contract (identified by agency and number) currently in effect, or that was in effect within the past three years, with any agency of the United States Government, its estimated final completion date, and the name, office, and telephone number of the contracting official;
  (v) Any products or services (including research and development): (A) That it supplies, directly or indirectly, to any agency of the United States Government, including as a prime contractor or first tier subcontractor; a supplier to any such prime contractor or subcontractor; or, if known by the parties filing the notice, a subcontractor at any tier; (B) If known by the parties filing the notice, for which it is a single qualified source (i.e., other acceptable suppliers are readily available to be so qualified) or a sole source (i.e., no other supplier has needed technology, equipment, and manufacturing process capabilities) of a particular product or service for such agencies and whether there are other suppliers in the market that are available to be so qualified.
  (vi) Any products or services (including research and development) that: (A) It supplies to third parties and it knows are rebranded by the purchaser or incorporated into the products of another entity, and the names or brands under which such rebranded products or services are sold; and (B) In the case of services, it provides on behalf of, or under the name of, another entity, and the name of any such entities;
  (vii) For the prior three years -- (A) The number of priority rated contracts or orders under the Defense Priorities and Allocations System (DPAS) regulation (15 CFR part 700) that the U.S. business that is the subject of the transaction has received and the level of priority of such contracts or orders ("DX" or "DO''); and (B) The number of such priority rated contracts or orders that the U.S. business has placed with other entities and the level of priority of such contracts or orders, and its plan to ensure that any new entity formed at the completion of the notified transaction complies with the DPAS regulation;
  (viii) A description and copy of the cyber security plan, if any, that will be used to protect against cyber attacks on the operation, design, and development of the U.S. business's services, networks, systems, data storage, and facilities.

•  Whether the U.S. business that is being acquired produces or trades in:
  (i) Items that are subject to EAR and, if so, a description (which may group similar items into general product categories) of the items and a list of the relevant commodity classifications set forth on the CCL (i.e., Export Control Classification Numbers (ECCNs) or EAR99 designation);
  (ii) Defense articles and defense services, and related technical data covered by the USML in the ITAR, and, if so, the category of the USML, including: (A) Defense articles, services, and technical data for which commodity jurisdiction determinations (22 CFR 120.4) are pending; and (B) Defense articles, services, and technical data that have not been, but may be, designated or determined to be covered by the USML, pursuant to 22 CFR 120.3;
  (iii) Products and technology that are subject to export authorization administered by the Department of Energy (10 CFR part 810), or export licensing requirements administered by the Nuclear Regulatory Commission (10 CFR part 110); or
  (iv) Select Agents and Toxins (7 CFR part 331, 9 CFR 121, and 42 CFR part 73);

• Whether the U.S. business that is the subject of the transaction:
  (i) Possesses any licenses, permits, or other authorizations other than those under the regulatory authorities listed in paragraph (4) of this section that have been granted by an agency of the United States Government (if applicable, identification of the relevant licenses shall be provided); or
  (ii) Has technology that has military applications (if so, an identification of such technology and a description of such military applications shall be included).

• With respect to the foreign person engaged in the transaction and its parents:
  (i) The business or businesses of the foreign person and its ultimate parent, as such businesses are described, for example, in annual reports. Provide CAGE codes, NAICS codes, and DUNS numbers, if any, for such businesses;  
  (ii) The plans of the foreign person for the U.S. business with respect to: (A) Reducing, eliminating, or selling research and development facilities;  (B) Changing product quality; (C) Shutting down or moving outside of the United States facilities that are within the United States;  (D) Consolidating or selling product lines or technology;  (E) Modifying or terminating contracts referred to in paragraphs (c)(3)(iii) and (iv) of this section; or (F) Eliminating domestic supply by selling products solely to non- domestic markets.
  (iii) Whether the foreign person is controlled by or acting on behalf of a foreign government, including as an agent or representative, or in some similar capacity;
  (iv) Whether a foreign government or a person controlled by or acting on behalf of a foreign government: (A) Has or controls ownership interests or convertible voting instruments of the acquiring foreign person or any parent of the acquiring foreign person, and if so, the nature and percentage amount of any such instruments; (B) Has the right or power to appoint any of the principal officers or the members of the board of directors of the acquiring foreign person or any parent of the foreign person that is a party to the transaction; (C) Holds any contingent interest (for example, such as might arise from a lending transaction) in the foreign acquiring party and, if so, the rights that are covered by this contingent interest, and the manner in which they would be enforced; or (D) Has any other affirmative or negative rights or powers that could be relevant to the Committee's determination of whether the notified transaction is a foreign government-controlled transaction; and if there are any such rights or powers, describe their source (for example, a "golden share," shareholders agreement, contract, statute, or regulation) and the mechanics of their operation;
  (v) A description of any formal or informal arrangements among foreign ownership interest holders of the foreign person or between the foreign person and other persons to act in concert on particular matters affecting the U.S. business that is the subject of the transaction and a copy of any documents that establish those rights or describe those arrangements;
  (vi) Biographical information of members of the board of directors, senior management, and the ultimate beneficial owner of five percent or more of the following: (A) The foreign person engaged in the transaction;  (B) The immediate parent of the foreign person engaged in the transaction; and (C) The ultimate parent of the foreign person engaged in the transaction.
  (vii) The following "personal identifier information," which, for privacy reasons, and to ensure limited distribution, shall be set forth in a separate document, not in the main notice, with regard to current members of the board or boards of directors (including boards comprised partially or entirely of external members) and senior executives of the immediate acquirer and its ultimate parent, and any other entities in the same chain of ownership that could exercise control over the U.S. business being acquired, and any natural person having an ownership interest of five percent or more in the ultimate parent of the acquirer: (A) Full name (last, first, middle name);  (B) All other names and aliases used; (C) Business address; (D) Country and city of residence;     (E) Date of birth; (F) Place of birth; (G) U.S. Social Security number (where applicable); (H) National identity number, including nationality, date and place of issuance and expiration date (where applicable); (I) U.S. and foreign passport number (if more than one, all must be fully disclosed), nationality, date and place of issuance and expiration date and, if a U.S. visa holder, the visa type and number, date and place of issuance and expiration date; and  (J) Dates and nature of foreign government and foreign military service (where applicable);
  (viii) The following "business identifier information'' for parents of the immediate acquirer, including the ultimate parent, and any other entities in the same chain of ownership that could exercise control over the U.S. business that is the subject of the transaction:  (A) Business name, including all names under which the business is known to be or has been doing business;  (B) Business address;  (C) Business phone number, fax number, and e-mail address;     (D) Employer identification number or other domestic tax or corporate identification number; and (E) For each branch, the information required in paragraphs (c)(6)(viii)(B) through (D) of this section, if applicable.

• The Committee, acting through the Staff Chairperson, may:  
  (1) Reject any voluntary notice that does not comply with Sec. 800.402 and so inform the parties promptly in writing;    
  
  (2) Reject in writing any voluntary notice at any time, and so inform the parties promptly in writing, if, after the notice has been submitted and before action by the Committee or the President has been concluded:  
  (i) There is a material change in the transaction as to which notification has been made; or    
  (ii) Information comes to light that contradicts material information provided in the notice by the parties;    
  
  (3) Reject in writing any voluntary notice at any time after the notice has been accepted, and so inform the parties promptly in writing, if the party or parties that have submitted the voluntary notice do not provide follow-up information requested by the Staff Chairperson within two business days of the request, or within a longer time frame if the parties so request in writing and the Staff Chairperson grants that request in writing; or    
• (4) Reject in writing any voluntary notice before the conclusion of a review or investigation and so inform the parties promptly in writing, if the party submitting the voluntary notice has not submitted the final certification required by Sec. 800.701(d).

• Notwithstanding the authority of the Staff Chairperson under paragraph (a) of this section to reject an incomplete notice, the Staff Chairperson may defer acceptance of the notice, and the beginning of the thirty-day review period, to obtain any information required under this section that has not been submitted by the notifying party or parties or other parties to the transaction. Where necessary to obtain such information, the Staff Chairperson may inform any non-notifying party or parties that notice has been filed with respect to a proposed transaction involving the party, and request that certain information required under this section, as specified by the Staff Chairperson, be provided to the Committee within seven days after receipt of the Staff Chairperson's request.

• The Staff Chairperson shall notify the parties when the Committee has found that the transaction that is the subject of a voluntary notice is not a covered transaction.

• Example 1. The Staff Chairperson receives a joint notice from Corporation A, a foreign person, and Corporation X, a company that is owned and controlled by U.S. nationals, with respect to Corporation A's intent to purchase all of the shares of Corporation X. The joint notice does not contain any information described under Sec. 800.402(d)(3) (iv) and (v) concerning classified materials and products or services supplied to the U.S. military services. The Staff Chairperson may reject the notice or defer the start of the thirty-day review period until the parties have supplied the omitted information.
• Example 2. Same facts as in first sentence of Example 1, except that the joint notice indicates that Corporation A does not intend to purchase Corporation X's Division Y, which is engaged in classified work for a U.S. Government agency. Corporations A and X notify the Committee on the 25th day of the 30-day notice period that Division Y will also be acquired by Corporation A. This fact constitutes a material change with respect to the transaction as originally notified, and the Staff Chairperson may reject the notice.
• Example 3. The Staff Chairperson receives a joint notice by Corporation A, a foreign person, and Corporation X, a company that is owned and controlled by U.S. nationals, indicating that Corporation A intends to purchase five percent of the voting securities of Corporation X. Under the particular facts and circumstances presented, the Committee concludes that Corporation A's purchase of this interest in Corporation X could not result in foreign control of Corporation X. The Staff Chairperson shall advise the parties in writing that the transaction as presented is not subject to section 721.
• Example 4. The Staff Chairperson receives a voluntary notice involving the acquisition by Company A, a foreign person, of the entire interest in Company X, a U.S. business. The notice mentions the involvement of a second foreign person in the transaction, Company B, but states that Company B is merely a passive investor in the transaction. During the course of the review, the parties provide information that clarifies that Company B's approval would be required before Company X can pursue certain lines of business. This contradicts the material assertion in the notice that Company B is a passive investor. The Committee may reject this notice without concluding review under section 721.  

• The voluntary notice shall list any filings with, or reports to, agencies of the United States Government that have been or will be made with respect to the transaction prior to its closing indicating the agencies concerned, the nature of the filing or report, the date on which it was filed or the estimated date by which it will be filed, and a relevant contact point and/or telephone number within the agency, if known.

• Example. Corporation A, a foreign person, intends to acquire Corporation X, which is wholly owned and controlled by a U.S. national and which has a Facility Security Clearance under the Department of Defense Industrial Security Program. See Department of Defense, "Industrial Security Regulation," DOD 5220.22-R, and "Industrial Security Manual for Safeguarding Classified Information,"' DOD 5220.22-M. Corporation X accordingly files a revised Form DD 441s, and enters into discussions with the Defense Investigative Service about effectively insulating its facilities from the foreign person. Corporation X may also have made filings with the Securities and Exchange Commission, the Department of Commerce, the Department of State, or other federal departments and agencies. Paragraph (d) of this section requires that certain specific information about these filings be reported to the Committee in a voluntary notice.  

• In the case of the establishment of a joint venture, information for the voluntary notice shall be prepared on the assumption that the foreign person that is party to the joint venture has made an acquisition of the existing U.S. business that the other party to the joint venture is contributing or transferring to the joint venture. The voluntary notice shall describe the name and address of the joint venture and the entities that established, or are establishing, the joint venture.

• In the case of acquisitions of some but not all of the assets of a person, Sec. 800.402(c) requires submission of the specified information with respect to the assets in the United States that have been or are proposed to be acquired.

• Persons filing a voluntary notice shall, with respect to the foreign person that is a party to the transaction, its immediate parent, the U.S. business that is the subject of the transaction, and each entity of which the foreign person is a parent, append to the voluntary notice the most recent annual report of each such entity, in English. Separate reports are not required for any entity whose financial results are included within the consolidated financial results stated in the annual report of any parent of any such entity, unless the transaction involves the acquisition of a U.S. business whose parent is not being acquired, in which case the notice shall include the most recent audited financial statement of the U.S. business that is the subject of the transaction. If a U.S. business does not prepare an annual report and its financial results are not included within the consolidated financial results stated in the annual report of a parent, the filing shall include, if available, the entity's most recent audited financial statement (or, if an audited financial statement is not available, the unaudited financial statement).  

• Persons filing a voluntary notice shall, during the time that the matter is pending before the Committee or the President, promptly advise the Staff Chairperson of any material changes in plans, facts and circumstances addressed in the notice, and information provided or required to be provided to the Committee under Sec. 800.402, and shall file amendments to the notice to reflect such material changes. Such amendments shall become part of the notice filed by such persons under Sec. 800.401, and the certification required under Sec. 800.402(l) shall apply to such amendments. (See also Sec. 800.701(d).)  

• Persons filing a voluntary notice shall include a copy of the most recent asset or stock purchase agreement or other document establishing the agreed terms of the transaction.

• Persons filing a voluntary notice shall include:
  
  (1) An organizational chart illustrating all of the entities or individuals above the foreign person that is a party to the transaction up to the person or persons having ultimate control of that person, including the percentage of shares held by each; and
  
  (2) A full statement of the view of the person as to whether:
  (A) It is a foreign person;
  (B) It is controlled by a foreign government; and
  (C) The transaction has resulted or will result in control of a U.S. business by a foreign person, and the reasons for its view, focusing in particular on any powers (for example, by virtue of a shareholders agreement, contract, statute, or regulation) that the foreign person will have with regard to the U.S. business, and how those powers can or will be exercised.  

• Persons filing a voluntary notice shall include information as to whether:    
  (1) Any party to the transaction is, or has been, a party to a mitigation agreement entered into or condition imposed under section 721, and if so, shall specify the date and purpose of such agreement or condition and the United States Government signatories; and    
  (2) Any party to the transaction was ever party to a transaction previously notified to the Committee.

• Each party filing a voluntary notice shall provide a certification of the notice consistent with Sec. 800.201. A sample certification may be found on the Committee's section of the Department of the Treasury Web site, available at http://www.treas.gov/offices/ international-affairs/cfius/index.shtml.  

• Persons filing a voluntary notice shall include with the notice a list identifying each document provided as part of the notice, including all documents provided as attachments or exhibits to the narrative response.

• A party (or parties) to a transaction that has filed notice under Sec. 800.401(a) may, at any time prior to conclusion of all action under section 721, request in writing that such notice be withdrawn. Such request shall be directed to the Staff Chairperson and shall state the reasons why the request is being made. Such requests will ordinarily be granted, unless otherwise determined by the Committee. An official of the Department of the Treasury will promptly send written advice of the Committee's decision to the parties.

• Any request to withdraw an agency notice by the agency that filed it shall be in writing and shall be effective only upon approval by the Committee. An official of the Department of the Treasury shall provide written advice to the parties to the transaction of the Committee's decision to approve the withdrawal request within two business days of the Committee's decision.

• In any case where a request to withdraw a notice is granted under paragraph (a) of this section:

• (1) The Staff Chairperson, in consultation with the Committee, shall establish, as appropriate:     (i) A process for tracking actions that may be taken by any party to the covered transaction before notice is refiled under Sec.  800.401; and     (ii) Interim protections to address specific national security concerns with the transaction identified during the review or investigation of the transaction.
• (2) The Staff Chairperson shall specify a time frame, as appropriate, for the parties to resubmit a notice and shall provide written advice of that time frame to the parties.

• Written notice of a covered transaction pursuant to paragraph (c)(2) of this section shall be deemed a new notice for purposes of the regulations in this part, including Sec. 800.601.