Cross-border merger attorney time tracking: CFIUS pre-filing advisory, CFIUS 30-day review mitigation advisory, and CFIUS 45-day investigation phase advisory

CFIUS pre-filing advisory: calls on the CFIUS staff informal meeting schedule

The Committee on Foreign Investment in the United States reviews foreign acquisitions of U.S. businesses — including acquisitions by foreign persons of TID U.S. businesses (technology, infrastructure, or data) under 31 C.F.R. § 800.248 — for national security risks under FIRRMA, 50 U.S.C. § 4565, enacted as part of the National Defense Authorization Act for Fiscal Year 2019. CFIUS has jurisdiction over covered transactions including foreign acquisitions of control over U.S. businesses, foreign investments in TID U.S. businesses that give the foreign person access to material non-public technical information, board seats or observer rights, or substantive decision-making rights under 31 C.F.R. § 800.211, and foreign acquisitions of certain real estate under 31 C.F.R. Part 802. CFIUS implementing regulations require mandatory notices for certain covered investments by foreign persons from countries of special concern — including foreign government-controlled acquirers — and allow voluntary notices for all covered transactions under 31 C.F.R. § 800.501. Before filing a formal CFIUS notice, parties and their counsel typically engage in informal pre-filing consultations with CFIUS staff to assess the likelihood of a 30-day review clearing, identify potential national security concerns, and scope mitigation measures. These pre-filing consultations are scheduled by the CFIUS staff on the Committee's informal meeting calendar, at dates set by the CFIUS staff's availability and the interagency review schedule — typically 3–6 months before the formal notice filing. Advisory calls throughout the pre-filing process — including national security risk factor assessment, covered transaction determination under 31 C.F.R. § 800.213, voluntary versus mandatory notice determination, and mitigation measure pre-scoping — arrive on the CFIUS staff's informal pre-filing meeting schedule, outside the counsel's control.

Six CFIUS pre-filing advisory call types that arrive on the CFIUS staff informal meeting schedule: (1) covered transaction determination advisory call — advising on whether the foreign acquirer's proposed investment structure constitutes a covered transaction under 31 C.F.R. § 800.211 or § 800.213, and whether the target qualifies as a TID U.S. business (30–40 min) — arrives when counsel schedules the deal structuring advisory; (2) national security risk factor assessment advisory call — arrives when counsel must assess which of the CFIUS national security factors under 50 U.S.C. § 4565(f) are most likely to generate Committee concern: U.S. leadership in a technology covered by the Export Administration Regulations, proximity to sensitive government facilities, personal data access involving U.S. nationals, or supply chain position in a critical infrastructure sector (32–42 min); (3) CFIUS informal pre-notice meeting preparation advisory call — arrives when CFIUS staff schedules an informal pre-notice meeting on the Committee's meeting calendar and parties must prepare to present the transaction structure, the acquirer's government affiliation status, and the proposed mitigation approach (35–45 min); (4) voluntary versus mandatory notice determination advisory call — arrives when the transaction structure changes or the acquirer's ownership structure clarifies, requiring updated analysis of whether a mandatory notice is required under 31 C.F.R. § 800.401 (28–38 min); (5) mitigation measure pre-scoping advisory call — arrives when CFIUS staff informally signals that national security concerns are likely and parties must scope a national security agreement before the formal notice period begins (35–45 min); (6) pre-filing documentation assembly advisory call — arrives when the formal notice filing deadline approaches and counsel must confirm that all required exhibits, declarations, and certifications are complete under 31 C.F.R. § 800.502 (30–40 min). At 55% untracked: 4 clients × 6 calls × 40 min × 55% = 528 min / 60 = 8.80 hours = $3,960–$5,940/year at $450–$675/hr.

CFIUS 30-day review mitigation advisory: calls on the CFIUS review timeline

After CFIUS accepts a complete notice under 31 C.F.R. § 800.503, the Committee initiates a 30-calendar-day review period under 50 U.S.C. § 4565(b)(1)(E) during which the interagency Committee — including Treasury, State, Defense, Commerce, Homeland Security, Justice, USTR, and additional agencies with relevant expertise — reviews the transaction for national security concerns. The CFIUS staff issues requests for additional information (RFIs) during the 30-day review when the initial review identifies gaps in the notice or when interagency members raise additional national security questions not addressed in the filing. These RFIs are issued on the CFIUS staff's review timeline — typically in the first two weeks of the 30-day review period — and advisory calls in response arrive on the CFIUS staff's schedule. When the interagency review identifies preliminary national security concerns, the CFIUS staff schedules mitigation discussions in the second half of the 30-day review period to determine whether a national security agreement can resolve the concerns within the review period or whether the 45-day investigation will be required. These mitigation advisory calls — including initial mitigation scope discussions, NSA term scoping advisory calls, and supplemental information submission advisory calls — arrive on the CFIUS staff's review calendar at times outside the counsel's control. For transactions in the semiconductor, artificial intelligence, biotechnology, and critical infrastructure sectors — which CFIUS has prioritized for review under the FIRRMA implementing regulations — the review period frequently generates multiple mitigation advisory calls as interagency members from DOD, Commerce (BIS), and ODNI weigh in on the mitigation requirements.

Five CFIUS 30-day review mitigation advisory call types that arrive on the CFIUS review timeline: (1) CFIUS RFI response preparation advisory call — arrives when CFIUS staff issues a request for additional information during the review period, typically covering acquirer ownership structure, board composition, access to U.S. technology, or target business's government contracts (28–38 min) — on the CFIUS staff's RFI issuance schedule; (2) preliminary national security concern mitigation advisory call — arrives when CFIUS staff informally communicates preliminary national security concerns identified during interagency review and requests parties to present a mitigation proposal (32–42 min) — on the CFIUS staff's review phase timeline; (3) national security agreement term scoping advisory call — arrives when CFIUS staff begins preliminary NSA term discussions during the 30-day review period, covering proposed security officer requirements, annual audit obligations, information barrier provisions, and government access limitations (35–45 min); (4) supplemental information submission advisory call — arrives when CFIUS staff requires supplemental information addressing interagency members' specific questions, typically from DOD or ODNI regarding access to classified government contracts or critical technology (25–35 min) — on the interagency review schedule; (5) CFIUS 30-day review outcome preparation advisory call — arrives when the 30-day review period approaches its end and counsel must advise on the likelihood of clearance versus investigation and prepare the parties for each outcome scenario (28–38 min). At 55% untracked: 3 clients × 5 calls × 35 min × 55% = 288.75 min / 60 = 4.81 hours ≈ 4.8 hours = $2,160–$3,240/year at $450–$675/hr.

CFIUS 45-day investigation phase advisory: calls on the CFIUS investigation calendar

When CFIUS identifies unresolved national security concerns during the 30-day review — or when a covered transaction involves an acquirer from a country of special concern, involves critical technology subject to EAR export controls or ITAR controls, or involves personal data on U.S. government personnel — the Committee initiates a 45-calendar-day investigation under 50 U.S.C. § 4565(b)(2)(A). The 45-day investigation involves intensive interagency negotiation of a national security agreement (NSA) — which may include technology access controls, government access provisions, security officer appointment requirements, annual audit obligations, and personnel security requirements — all negotiated on a timeline controlled by the CFIUS staff's investigation and negotiation schedule. Advisory calls during the 45-day investigation are more substantive than during the 30-day review because NSA term negotiations require iterative advisory sessions on the specific security provisions, and each interagency agency member's concerns may require separate advisory sessions. CFIUS may extend the investigation period by an additional 15 calendar days under 50 U.S.C. § 4565(b)(2)(C) if extraordinary circumstances require additional time — generating additional advisory calls on the extension timeline. CFIUS may also impose interim mitigation conditions under 31 C.F.R. § 800.506 during the investigation period, triggering advisory calls on the conditions implementation timeline. For transactions referred to the President for review under 50 U.S.C. § 4565(b)(3) — when CFIUS cannot mitigate national security concerns — a 15-day Presidential review period generates additional advisory calls on the White House National Security Council timeline.

Six CFIUS 45-day investigation advisory call types that arrive on the CFIUS investigation calendar: (1) CFIUS investigation opening conference preparation advisory call — advising on the CFIUS investigation scope, which agencies are leading the investigation review, and what additional information CFIUS staff has indicated will be required during the investigation (30–40 min) — arrives when CFIUS staff initiates the investigation and schedules the opening conference; (2) NSA initial term negotiation advisory call — arrives when CFIUS staff presents an initial NSA term sheet and parties must negotiate the scope of technology access controls, government access provisions, and information barrier requirements (35–45 min) — on the CFIUS staff's NSA negotiation calendar; (3) CFIUS investigation RFI response advisory call — arrives when CFIUS issues additional RFIs during the investigation period, typically addressing specific interagency concerns from DOD regarding critical technology access or from ODNI regarding counterintelligence risk (28–38 min); (4) NSA security officer and audit provision negotiation advisory call — arrives when CFIUS staff and the parties negotiate the specific security officer appointment requirements, annual audit scope and auditor qualifications, and government access verification procedures in the NSA (35–45 min) — on the NSA negotiation schedule; (5) CFIUS investigation extension advisory call — arrives when CFIUS invokes the 15-day investigation extension under 50 U.S.C. § 4565(b)(2)(C) and parties must assess transaction feasibility given the extended timeline and advise the acquirer on deal certainty (25–35 min); (6) NSA execution and closing advisory call — arrives when the CFIUS investigation concludes and the parties execute the NSA, file the required notice amendments, and receive CFIUS clearance before the transaction closing (32–42 min). At 55% untracked: 2 clients × 6 calls × 38 min × 55% = 250.8 min / 60 = 4.18 hours ≈ 4.2 hours = $1,890–$2,835/year at $450–$675/hr.

How ClaimHour fits cross-border merger practice

If you advise foreign acquirers and U.S. targets on CFIUS national security reviews with pre-filing informal consultation calls and national security risk factor assessment advisory calls arriving on the CFIUS staff's pre-filing meeting calendar, manage CFIUS 30-day review RFI responses and preliminary mitigation advisory calls arriving on the Committee's interagency review schedule, and negotiate national security agreement terms with NSA security officer and audit provision negotiation calls arriving during the CFIUS 45-day investigation period on the CFIUS staff's negotiation calendar — and your invoices consistently understate the mitigation measure pre-scoping advisory calls that arrive during informal pre-filing consultations, the supplemental information submission advisory calls that arrive on the interagency review schedule, and the NSA investigation extension advisory calls that arrive when CFIUS invokes the extension timeline — ClaimHour was built for that gap.

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Further reading

• International trade attorney time tracking — BIS export control advisory, OFAC sanctions screening, and DDTC ITAR registration advisory billing gaps for international trade counsel whose matters overlap with CFIUS national security reviews involving dual-use technology exports
• Government contracts attorney time tracking — FAR/DFARS clause advisory, prime contractor team subcontracting compliance, and DCAA audit response advisory billing gaps; relevant for CFIUS review of foreign acquisitions of U.S. defense contractor targets subject to FOCI mitigation under 32 C.F.R. Part 117
• Securities offerings attorney time tracking — SEC registration advisory calls for cross-border offerings and Reg S/Regulation D advisory; relevant for CFIUS review of foreign acquisition structures that include a registered securities transaction component alongside the CFIUS-covered investment
• Intellectual property attorney time tracking — patent prosecution advisory, trade secret identification advisory, and IP due diligence advisory billing gaps; relevant for CFIUS transactions involving critical technology TID U.S. business targets where IP access controls are central to the NSA security provisions
• Data privacy attorney time tracking — CCPA/CPRA advisory, GDPR cross-border transfer advisory, and state comprehensive privacy law advisory billing gaps; relevant for CFIUS review of foreign acquisitions of U.S. targets holding sensitive personal data on U.S. government personnel or critical infrastructure operators
• Securities litigation attorney fee petition mechanics — long-form companion covering how parallel regulatory advisory billing cycles — including CFIUS national security review advisory overlap with SEC registration and CFTC enforcement advisory calls — generate systematic untracked billing gaps across complex cross-border transaction timelines; full arithmetic methodology for calculating the annual untracked billing gap for regulatory advisory solos