Inbound Foreign Buyer Restrictions in US M&A: Sector-Specific Ownership Limits

Inbound cross-border M&A in the United States involves two distinct but overlapping regulatory frameworks. The first is CFIUS, which evaluates national security risks associated with foreign investment in US businesses and has broad jurisdiction over any transaction that gives a foreign person control or certain non-controlling interests in a US company. The second is a collection of sector-specific foreign ownership and control regimes administered by individual federal agencies and, in some cases, state regulators. These sector regimes impose ownership caps, control tests, and licensing conditions that apply regardless of CFIUS clearance.

This sub-article is part of the Cross-Border M&A: A Legal Guide. It maps the sector-specific foreign ownership restrictions that apply in the most heavily regulated industries, explains the interaction with CFIUS review, and describes the mitigation structures available when foreign ownership would otherwise exceed applicable limits. For the CFIUS process itself, see the companion article on CFIUS review in cross-border M&A. For US tax obligations applicable to foreign sellers, see the guide on FIRPTA withholding for foreign sellers. For general M&A deal structures, see the M&A deal structures guide and the asset purchase vs stock purchase comparison.

Nothing in this article constitutes legal advice for a specific transaction. Sector-specific foreign ownership analysis requires review of applicable statutes, regulations, agency guidance, and the specific facts of the transaction. Acquisition Stars represents foreign buyers and sellers in cross-border transactions and advises on regulatory strategy across sectors. Contact information is at the bottom of this page.

Why Sector-Specific Foreign Ownership Rules Exist

The United States generally welcomes foreign investment and does not impose a blanket restriction on foreign ownership of US businesses. The foreign ownership restrictions that do exist are grounded in sector-specific policy concerns: the need to maintain domestic control over critical infrastructure, licensed spectrum, and transportation systems that affect national security and public safety; the requirements of international treaty obligations that condition certain operating rights on domestic ownership; the regulatory structure of industries in which foreign governments might otherwise acquire influence over US-licensed monopolies or regulated utilities; and more recent concerns about strategic competition with state-backed foreign investors in sectors such as telecommunications, semiconductors, and energy.

Most sector-specific foreign ownership rules predate the modern CFIUS regime by decades. The Communications Act's foreign ownership limits date to the 1930s. The Jones Act dates to 1920. Aviation citizenship requirements have been in place since the dawn of commercial aviation regulation. These rules reflect a judgment, made at the time of the underlying regulatory framework, that the licensed activity was sufficiently tied to national security or public safety to warrant domestic ownership requirements as a condition of the operating license or permit.

CFIUS was created and expanded as a separate mechanism to address national security concerns in sectors not covered by these older rules, and to provide a transaction-specific review process that allows some foreign investments in regulated sectors to proceed with conditions rather than being categorically prohibited. The two frameworks operate in parallel: sector-specific rules set the ownership conditions for the license or permit, while CFIUS evaluates whether the specific foreign buyer poses national security risks that require mitigation or block the transaction altogether.

Communications: FCC Foreign Ownership Caps and the 25 Percent Indirect Limit

The Federal Communications Commission administers the most prominent sector-specific foreign ownership regime in US M&A. Section 310 of the Communications Act prohibits the grant or holding of broadcast, common carrier wireless, and aeronautical radio licenses to or by foreign governments, non-US citizens, corporations organized under foreign laws, or corporations in which more than 20 percent of the officers or directors are foreign, or in which more than 20 percent of the capital stock is owned or voted by foreigners (the direct limit for licensee entities). At the parent company level, the limit is 25 percent: a foreign entity or combination of foreign entities may not own or vote more than 25 percent of a parent company that controls an FCC licensee.

For common carrier licenses, the FCC has statutory authority under Section 310(b)(4) to allow indirect foreign ownership above 25 percent if it determines that such ownership is consistent with the public interest. The FCC exercises this authority through a declaratory ruling process, and it regularly approves foreign ownership above 25 percent in non-broadcast common carrier contexts, subject to national security conditions negotiated through Team Telecom (a coordinating body composed of the Departments of Justice, Homeland Security, and Defense, and other national security agencies). Team Telecom conditions on FCC declaratory rulings can include requirements to maintain US-based network operations centers, limit foreign employee access to US customer data, provide US law enforcement with network access for lawful intercept purposes, and submit to periodic compliance audits.

Broadcast licenses are governed by stricter rules: the FCC has historically applied the 25 percent indirect foreign ownership limit to broadcast licensees as a firm cap with very limited flexibility. A foreign buyer seeking to acquire a US broadcasting company cannot structure around this limit and must ensure that post-closing foreign ownership at the parent level remains at or below 25 percent.

Foreign buyers acquiring any US company that holds FCC licenses must conduct a license audit at the outset of due diligence, identify every affected license, and determine whether the post-closing ownership structure complies with the applicable limits. For transactions that will place foreign ownership above the 25 percent parent-level threshold for common carrier licenses, the foreign buyer must file for and receive FCC approval before or promptly after closing. Failing to obtain required FCC approval before closing on a transaction that affects license ownership can result in license revocation proceedings. The FCC approval timeline for declaratory rulings involving Team Telecom review is typically six to eighteen months. For the broader M&A transaction services framework, see Acquisition Stars' M&A transactions practice.

Aviation: The 49 Percent Total Equity Cap and the FAA Actual Control Test

US air carrier citizenship requirements are among the most restrictive in the aviation world. Under 49 U.S.C. section 40102(a)(15), a citizen of the United States for purposes of air carrier certification means a corporation organized under US law in which at least 75 percent of the voting interest is owned or controlled by US citizens. The Department of Transportation interprets this to permit up to 25 percent foreign voting equity and, under subsequent DOT policy, up to 49 percent total equity (voting and non-voting combined) in a US air carrier. Foreign investors can hold economic interests above the 25 percent voting limit by holding non-voting equity instruments, but must stay below the 49 percent total equity ceiling.

The numerical caps are the floor of the analysis. The DOT separately applies an actual control test that evaluates whether a foreign investor exercises de facto control over the carrier through mechanisms other than share ownership. Board appointment rights, veto powers over strategic decisions, management service agreements, commercial arrangements that give the foreign investor disproportionate influence, and contractual provisions that effectively transfer operational control are all factors the DOT evaluates. A foreign investor holding only 20 percent of a carrier's voting shares may be found to exercise actual control if it has the contractual right to appoint a majority of the board of directors, or if the carrier is operationally dependent on a commercial arrangement with the foreign investor.

The DOT has conditioned or denied foreign airline investments where the governance structure or commercial arrangements suggested actual control by the foreign party. Foreign investors in US air carriers should obtain DOT informal guidance or a formal order confirming the permissibility of their proposed investment structure before closing, and should structure all governance documents, shareholder agreements, and commercial arrangements to avoid actual control findings. This requires careful coordination between M&A counsel, aviation regulatory counsel, and the parties' financial structuring advisors.

Shipping and Maritime: The Jones Act and MARAD Citizenship Requirements

The Jones Act cabotage regime is one of the most well-known sector-specific restrictions on foreign ownership in US commerce. Under 46 U.S.C. section 55102, vessels transporting merchandise between points in the United States must be built in the United States, documented under US law, owned by US citizens, and operated by US-citizen or permanent-resident crews. For corporate entities, citizenship for Jones Act purposes requires that at least 75 percent of the ownership and control of the entity rests with US citizens.

A foreign buyer acquiring a US maritime company engaged in domestic coastwise trade cannot exceed 25 percent ownership without losing Jones Act eligibility for the acquired vessels. The ownership test looks through all tiers of the ownership chain to determine beneficial ownership by US citizens. A US-organized LLC that is 26 percent owned by a foreign entity fails the citizenship test regardless of what jurisdiction the LLC is organized in. The vessels owned by a non-citizen entity cannot engage in Jones Act trade, meaning they cannot transport cargo between US domestic ports, which eliminates the core economic value of a coastwise trade operation.

The Maritime Administration (MARAD) administers the Jones Act waiver process. Waivers are available in theory but are rarely granted in practice and are generally limited to situations where no Jones Act-qualified vessel is available to perform a specific service. A foreign buyer that intends to operate the acquired maritime business in Jones Act trade cannot plan on obtaining a waiver as a substitute for complying with the citizenship requirement. Foreign buyers interested in US maritime investments that do not involve coastwise trade, such as international shipping operations or offshore energy support vessels that operate in international waters, are not subject to the Jones Act citizenship requirements for those operations, though other maritime regulations may apply.

Defense: ITAR Registration, Facility Security Clearances, and Special Security Agreements

The defense sector imposes the most complex and operationally intrusive foreign ownership regime of any US industry. A foreign buyer acquiring a US defense contractor must navigate International Traffic in Arms Regulations (ITAR) export control requirements, facility security clearance (FCL) requirements administered by the Defense Counterintelligence and Security Agency (DCSA), and the Foreign Ownership, Control, or Influence (FOCI) mitigation framework that governs cleared facilities under foreign ownership.

ITAR, administered by the State Department's Directorate of Defense Trade Controls (DDTC), controls the export of defense articles and defense services listed on the US Munitions List. A US company that manufactures, brokers, or provides services related to ITAR-controlled defense articles must be registered with DDTC. ITAR registration is available to foreign-owned companies, but any disclosure of ITAR-controlled technical data to a foreign person, including the foreign parent company's employees, requires a separate export license or a manufacturing license agreement approved by DDTC. A foreign buyer that wants to integrate an acquired US defense contractor into its global operations or access the contractor's technical data will need DDTC approval for the disclosure arrangements, which is a separate and time-consuming process from the acquisition itself.

When a foreign buyer acquires a US company that holds a facility security clearance (FCL), the acquisition places the facility in FOCI, which generally suspends the facility's ability to work on classified contracts until a FOCI mitigation agreement is negotiated with DCSA. The appropriate FOCI mitigation structure depends on the degree of the foreign ownership and the national security sensitivity of the classified work: a Board Resolution or Security Control Agreement is used for lower-risk situations; a Special Security Agreement (SSA) is used when the foreign buyer holds equity in the cleared entity and requires formal restrictions on foreign personnel access to classified information; and a Proxy Agreement is used in the highest-risk situations, effectively placing voting and control rights in the hands of US citizen proxy holders who exercise independent judgment on national security matters. Negotiating and implementing a FOCI mitigation agreement can take six to eighteen months, during which the cleared facility cannot begin new classified work. Foreign buyers should account for this timeline when structuring the transaction and the post-closing integration plan.

Nuclear: NRC Licensing, Foreign Ownership Control or Influence, and FOCI in the Nuclear Context

The Nuclear Regulatory Commission (NRC) licenses the possession, use, and transfer of nuclear materials and the operation of nuclear power plants and fuel cycle facilities. NRC regulations generally prohibit the issuance or transfer of certain nuclear licenses to any entity that is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government. This prohibition reflects the Atomic Energy Act's concern that nuclear materials and facilities not come under foreign control, which could compromise US nonproliferation commitments or create risks to national security.

In practice, the NRC has developed a framework similar to DCSA's FOCI analysis: the NRC evaluates whether a proposed foreign owner would have ownership, control, or influence (FOCI in the nuclear context) over an NRC-licensed entity that would be inimical to the common defense and security. The NRC applies a four-factor test to evaluate FOCI: the degree of ownership, the degree of control, the degree of influence, and whether any US government programs or activities are involved. A foreign buyer does not necessarily trigger a prohibition merely by acquiring an NRC licensee; rather, the NRC evaluates the specific facts of the ownership and governance structure and determines whether FOCI exists and, if so, whether it can be mitigated to an acceptable level.

FOCI mitigation in the nuclear context can take the form of a negation action plan, in which the foreign owner agrees to specific limitations on its ability to control or influence the NRC licensee, or a trust agreement, in which the licensee's assets are placed in trust to limit foreign control. The NRC's review of proposed foreign acquisitions of nuclear licensees is thorough and can be lengthy, often twelve to twenty-four months for complex transactions involving operating nuclear power plants. Foreign buyers must file for NRC approval well in advance of the intended closing date, and the definitive agreement should include a regulatory condition provision and termination right calibrated to the NRC approval timeline.

Banking: The Bank Holding Company Act and the Change in Bank Control Act

Foreign buyers seeking to acquire US banks or bank holding companies face a comprehensive federal and state regulatory approval process. At the federal level, the primary frameworks are the Bank Holding Company Act (BHC Act), administered by the Federal Reserve Board, and the Change in Bank Control Act, which applies to acquisitions of control of any insured depository institution.

Under the BHC Act, any company that acquires control of a US bank must register as a bank holding company with the Federal Reserve and obtain the Federal Reserve's approval for the acquisition. The Federal Reserve evaluates the financial condition and managerial resources of the acquirer, the competitive effects of the acquisition, the financial stability implications, anti-money laundering compliance, and the convenience and needs of the community served by the bank. For foreign banking organizations that are not already bank holding companies in the US, the acquisition of a US bank also triggers requirements to establish a US regulatory presence and comply with the International Banking Act's requirements for foreign bank operations.

State-chartered banks are also subject to state banking department approval under state law equivalents of the Change in Bank Control Act. Each state where the acquired bank operates may require separate approval, and state banking regulators evaluate factors similar to the Federal Reserve's analysis with the addition of state-specific considerations. A foreign buyer acquiring a multi-state bank or a bank holding company with subsidiary banks in multiple states may face approval requirements from the Federal Reserve, the OCC or FDIC (depending on the charter of the subsidiary banks), and the banking departments of every state in which a subsidiary bank is chartered or operates. The combined approval timeline for a complex foreign bank acquisition can be twelve months or more.

Insurance: State Department of Insurance Approvals and Form A Filings

Insurance regulation in the United States is primarily a state function. A foreign buyer seeking to acquire a US insurance company must obtain pre-acquisition approval from the insurance department of every state in which the target insurer is domiciled, and may also need to notify or obtain approval from states where the target insurer is licensed but not domiciled. The primary vehicle for pre-acquisition review is the Form A, a standard holding company acquisition notice required under state insurance holding company laws.

The Form A requires the acquirer to provide detailed financial disclosures, identify all persons who will exercise control over the insurer post-closing, explain the source of acquisition funds, describe the business plan for the insurer, and disclose any relationships with foreign governments or foreign regulators. For a foreign buyer, state insurance departments scrutinize the regulatory environment in the buyer's home country, whether equivalent regulatory standards apply to the buyer, and whether reciprocal regulatory cooperation exists between the buyer's home country regulator and the US state insurance department. The National Association of Insurance Commissioners (NAIC) has developed guidelines for the review of foreign acquirers, but the actual review is conducted by each state's insurance department independently.

Disapproval of a Form A filing by a state insurance department effectively blocks the acquisition in that state. The department may find that the acquisition is contrary to the interests of policyholders, that the financial condition of the acquirer is unsatisfactory, or that the acquirer's plans for the insurer raise regulatory concerns. The Form A process typically takes three to six months from filing, but can take longer in states with heavy review schedules or where the acquisition raises novel regulatory questions. For securities-related aspects of insurance holding company transactions, see Acquisition Stars' securities offerings practice.

Energy: FERC Section 203 Approvals and DOE Export Authorizations

The energy sector involves multiple overlapping federal regulatory requirements for foreign buyers acquiring US energy assets. The Federal Energy Regulatory Commission (FERC) exercises jurisdiction over the merger and acquisition of utilities subject to the Federal Power Act under Section 203. Any transaction involving a transfer of control of a jurisdictional utility, an acquisition of transmission facilities, or the consolidation of certain types of energy assets requires FERC approval under Section 203.

FERC evaluates Section 203 applications under a public interest standard that considers whether the transaction will adversely affect competition, rates, or regulation, and whether it will impair the adequacy of regulated utility service or state commission regulation. For foreign buyers, FERC also coordinates with CFIUS and national security agencies. If CFIUS is reviewing the same transaction, FERC may defer to the CFIUS process for national security conditions and impose complementary conditions through the Section 203 order. FERC's review timeline for Section 203 filings is typically four to six months, though complex transactions or those raising competitive concerns can take longer.

Foreign buyers acquiring US liquefied natural gas (LNG) export facilities or companies with DOE-granted LNG export authorizations must evaluate whether the acquisition triggers a change in control that requires DOE to reauthorize the export authorization under the new ownership. DOE's Office of Fossil Energy and Carbon Management grants LNG export authorizations to non-free-trade-agreement countries through a public interest review, and a change in ownership of the authorization holder may require reapplication or a transfer request. Foreign buyers from countries that have free trade agreements with the United States benefit from expedited DOE review under the FTA framework, while buyers from non-FTA countries face the more extensive public interest review.

Agriculture and Farmland: AFIDA and State Farmland Laws

Foreign ownership of US agricultural land has become a significant policy concern, driven by acquisitions of US farmland by foreign state-owned enterprises and sovereign wealth funds. The Agricultural Foreign Investment Disclosure Act (AFIDA), enacted in 1978 and administered by the USDA's Farm Service Agency, requires foreign persons who acquire or transfer US agricultural land to report the transaction to the USDA within ninety days of closing. AFIDA is a disclosure statute: it requires reporting of foreign acquisitions but does not prohibit them. Failure to file the required AFIDA report carries civil penalties.

AFIDA's disclosure requirement has been supplemented in recent years by state-level farmland acquisition restrictions that impose outright prohibitions or significant restrictions on foreign ownership. Iowa's alien land law prohibits nonresident aliens and foreign corporations from acquiring or holding agricultural land in Iowa, with limited exceptions for inheritance and certain existing holdings. Missouri restricts foreign ownership of agricultural land to a defined acreage ceiling and prohibits certain foreign governments and state-owned enterprises from acquiring agricultural land. Texas enacted legislation in 2023 that restricts acquisition of real property near military installations by persons and entities associated with China, Russia, Iran, and North Korea, which has practical implications for agricultural land acquisitions by buyers from those countries near Texas military bases. North Dakota, Indiana, and several other states have enacted or strengthened restrictions on foreign agricultural land ownership since 2021.

CFIUS also has jurisdiction over foreign acquisitions of agricultural land and food businesses under FIRRMA's expansion to include real estate near military installations and sensitive government facilities. CFIUS has reviewed and imposed conditions on agricultural acquisitions in recent years, particularly acquisitions involving Chinese buyers. Foreign buyers pursuing US agricultural business acquisitions should conduct a state-by-state agricultural land ownership analysis in parallel with CFIUS pre-filing assessment.

Real Estate, Healthcare, Education, and Gaming: State-Level Restrictions

Beyond the federally regulated sectors discussed above, several additional industries impose foreign ownership restrictions primarily at the state level or through sector-specific approval processes.

Real Estate: State Foreign Buyer Restrictions

A wave of state legislation enacted between 2023 and 2025 imposes restrictions on foreign ownership of real property, particularly by nationals of designated countries. Florida's Senate Bill 264 (2023) restricts the acquisition of real property by certain foreign principals from China, Russia, Iran, North Korea, Cuba, Venezuela, and Syria, with a near-absolute prohibition on acquisitions within ten miles of military installations or critical infrastructure. Texas enacted SB 147 in 2023, prohibiting certain foreign governments and their affiliates from acquiring real property in Texas. Several other states have enacted similar restrictions with varying geographic scope, covered property types, and covered countries. Foreign buyers acquiring US companies that own real property, or acquiring real property directly, must conduct a state-by-state analysis of applicable foreign buyer restrictions before closing.

Healthcare: State CON Laws and Physician Self-Referral

Healthcare acquisitions by foreign buyers are subject to state certificate of need (CON) laws in the approximately thirty-five states that require CON approval for the establishment, acquisition, or expansion of certain healthcare facilities. CON review evaluates whether the proposed acquisition or expansion serves a demonstrated need and is consistent with the state's healthcare planning objectives. Foreign buyers are not categorically excluded from CON approvals, but the CON review process adds a state-level regulatory track to transactions involving hospitals, skilled nursing facilities, and other CON-covered services. Healthcare acquisitions also require analysis of physician self-referral (Stark Law) and anti-kickback implications for the post-closing business arrangements, which may be affected by changes in ownership structure that result from the acquisition.

Education: Department of Education Ownership Reporting and Accreditor Approvals

For-profit and nonprofit postsecondary institutions that participate in federal student aid programs under Title IV of the Higher Education Act must obtain Department of Education approval for changes in ownership that constitute a change in control. A foreign buyer acquiring a Title IV-eligible institution must notify the Department of Education and obtain a new Participation Agreement before assuming control of the institution. The approval process includes a review of the buyer's financial responsibility and administrative capability, and the institution may be subject to a letter of credit requirement or provisional certification for a period following the change in ownership. In addition to DOE approval, the relevant accrediting body must approve or be notified of the change in control, which adds a separate approval track. Some accreditors are more receptive to foreign ownership than others, and the accreditor's standards and review timeline must be factored into the transaction schedule.

Gaming: State Gaming Licensure and Beneficial Owner Disclosure

Acquisitions of gaming companies licensed under state gaming laws require approval from the applicable state gaming commission or control board. Gaming regulators conduct extensive background investigations of the acquirer and all beneficial owners, and foreign buyers face heightened scrutiny of the source of funds, foreign government relationships, and prior regulatory history. Most gaming jurisdictions require the disclosure of all beneficial owners above a specified threshold (commonly 5 or 10 percent), and require each such owner to complete a personal history disclosure form and submit to a background investigation. The gaming licensure investigation for a foreign buyer can take twelve to eighteen months in major gaming states such as Nevada, New Jersey, and Michigan. Transactions that close before gaming commission approval is obtained must be structured with interim operating arrangements that comply with gaming regulatory requirements, which often means the gaming license cannot transfer to the acquirer until licensure is granted.

Mitigation Structures, Interplay with CFIUS, and Building a Parallel-Track Regulatory Strategy

When a foreign buyer's ownership or governance structure would exceed applicable sector-specific limits, several mitigation structures can reduce the foreign investor's effective control to a level acceptable to the relevant regulator, while allowing the investment to proceed. The appropriate mitigation structure depends on the sector, the degree of foreign ownership, the sensitivity of the assets involved, and the regulator's assessment of the national security risk.

Proxy Agreements and Special Security Agreements

In the defense sector, a Proxy Agreement places the foreign owner's voting rights in the hands of US citizen proxy holders, who exercise all board and shareholder voting rights independently and without direction from the foreign owner. The proxy holders are typically retired senior government officials or other individuals with security clearance eligibility. The foreign owner retains economic rights but no control rights. A Special Security Agreement (SSA) is less restrictive: the foreign owner retains board representation but must appoint a Government Security Committee (GSC) composed of US citizen board members who have exclusive authority over all matters related to classified contracts, security clearances, and export-controlled technology. The GSC functions as a board within the board, with veto authority over any decision that could affect classified operations. Both structures require ongoing compliance programs, annual reporting to DCSA, and periodic government audits.

Voting Trusts

Voting trust arrangements are used in various sectors, particularly aviation and banking, to separate the foreign investor's economic interest from its voting rights. The foreign investor's shares are transferred to a US citizen trustee who holds and exercises the voting rights, while the foreign investor retains the economic interest (dividends, liquidation proceeds). For aviation purposes, a voting trust can reduce the foreign investor's effective voting interest below the 25 percent threshold if the trust arrangement is structured to give the trustee genuine independent discretion. For banking purposes, a voting trust approved by the Federal Reserve can serve as a FOCI mitigation mechanism when the trust terms sufficiently limit the foreign owner's ability to control the bank.

CFIUS Mitigation Agreements

CFIUS has broad authority to impose mitigation conditions on transactions it reviews, including requirements that overlap with sector-specific regulatory conditions. In transactions involving FCC-licensed companies, CFIUS and Team Telecom coordinate to produce a unified set of national security conditions that the foreign buyer must satisfy as conditions to both FCC approval and CFIUS clearance. In transactions involving defense contractors, CFIUS may impose conditions that mirror or complement the FOCI mitigation agreement negotiated with DCSA. Foreign buyers in multi-regulated sectors should work with counsel to develop a unified regulatory strategy that addresses all applicable frameworks in a coordinated way, rather than pursuing each regulatory track independently without regard to interactions and potential conflicts between the conditions imposed by different agencies.

Building a Parallel-Track Regulatory Strategy

Cross-border transactions in heavily regulated sectors require a parallel-track regulatory strategy that identifies all applicable federal and state approval requirements, maps the timeline and sequencing dependencies among them, and builds adequate regulatory runway into the deal structure. The definitive agreement should contain a comprehensive regulatory conditions provision that lists each required approval as a closing condition, specifies the obligation of each party to prosecute its regulatory filings diligently, and includes a termination right if the required approvals have not been obtained by a specified end date. The end date should reflect the realistic approval timeline for the longest-running regulatory process, with additional buffer for unforeseen delays.

Foreign buyers should engage regulatory counsel experienced with each applicable sector before signing a letter of intent, not after. Pre-signing regulatory analysis allows the parties to identify potential deal-killers early, design the transaction structure to minimize regulatory risk, and develop realistic timelines for the definitive agreement negotiations. Regulatory analysis completed after signing is more expensive, less flexible, and may reveal structural problems that require renegotiation of deal terms. For a deeper discussion of CFIUS process and timing, see the companion sub-article on CFIUS review in cross-border M&A. For transaction structuring considerations relevant to foreign buyers, see the asset purchase vs stock purchase guide and Acquisition Stars' M&A transactions practice.

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