Deal clearance navigator: NSI Act, CFIUS, EU screening and FCC

Mandatory notification under the NSI Act

Gaining more than 25% of the shares or votes in a UK entity active in satellite and space technologies, defence or military and dual-use activities needs approval before completion, whoever the buyer is. A deal completed without it is void.

legislation.gov.uk: National Security and Investment Act 2021, section 13

For subscribers: 4 points for the deal, the rule quoted, official timings, deals on file.

Any deal can be called in, notified or not

The Secretary of State can call in any trigger event that may risk national security, including the acquisition of material influence or of assets, notified or not. A voluntary notification gives certainty.

legislation.gov.uk: National Security and Investment Act 2021, section 1

For subscribers: 3 points for the deal, the rule quoted, official timings.

A mandatory CFIUS declaration may be needed

Foreign investment in a US business that produces, designs or develops critical technologies needs a declaration before closing in many cases, depending on the export licensing the investor would need and the rights it gets.

eCFR: 31 CFR 800.401 (mandatory declarations)

For subscribers: 3 points for the deal, the rule quoted, official timings, deals on file.

See the Export control navigator for deals

Foreign government investors face their own mandatory filing

Where a foreign government holds a substantial interest in the investor, and the investor gets a substantial interest in a US business involved in critical technologies, critical infrastructure or sensitive data, a declaration is mandatory.

eCFR: 31 CFR 800.244 (substantial interest)

For subscribers: 2 points for the deal, the rule quoted.

A voluntary CFIUS filing may still be wise

Where no filing is mandatory, parties can still file voluntarily. CFIUS can review a transaction it was not told about, including after closing.

eCFR: 31 CFR 800.501 (procedures for notices)

For subscribers: 2 points for the deal, the rule quoted, official timings.

Foreign ownership of a cleared company needs mitigation

A cleared US company coming under foreign ownership, control or influence must report it, and the security agency will require mitigation, such as a proxy or special security agreement, to keep the clearance.

eCFR: 32 CFR 117.11 (foreign ownership, control or influence)

For subscribers: 3 points for the deal, the rule quoted, deals on file.

ITAR registrants need 60 days' notice of a foreign buyer

If the target is registered under ITAR, a sale of ownership or control to a foreign person needs notice to the State Department at least 60 days in advance.

eCFR: 22 CFR 122.4 (changes in registration)

For subscribers: 1 points for the deal, the rule quoted.

See the Export control navigator for deals

EU member state foreign investment screening

Most member states screen foreign investment in satellite and space businesses under their own laws, and the EU framework lets other member states and the Commission comment. Filing thresholds, timetables and who counts as foreign differ by country.

EUR-Lex: Regulation (EU) 2019/452 (FDI screening)

For subscribers: 3 points for the deal, the rule quoted, deals on file.

FCC approval before control of the licences passes

Any assignment or transfer of control of an FCC space station or earth station licence, direct or indirect, needs the FCC's prior approval.

eCFR: 47 CFR 25.119 (assignment or transfer of control)

For subscribers: 3 points for the deal, the rule quoted, deals on file.

See the Satellite licensing and transfer checklist

Foreign ownership can bring Team Telecom review

The FCC can refer applications with reportable foreign ownership to the executive branch agencies for national security and law enforcement review, which adds time and can lead to mitigation conditions.

eCFR: 47 CFR 1.40001 (executive branch review)

For subscribers: 2 points for the deal, the rule quoted.