When CFIUS identifies a national security risk arising from a covered transaction or covered real estate transaction, the Committee may negotiate, enter into, or impose mitigation agreements, conditions, or orders to address that risk.
Authority and Standard
CFIUS mitigation is applied when the Committee determines that:
- Other legal authorities are not sufficient to address identified risk
- Mitigation can resolve the national security risk
- Measures are effective, verifiable, and monitorable for as long as needed
Monitoring and Enforcement Structure
Treasury, as Chair of CFIUS, designates at least one additional member agency with substantive expertise for each active mitigation agreement. These monitoring agencies coordinate oversight activities that can include:
- On-site compliance inspections
- Periodic and ad hoc reporting reviews
- Third-party monitor and auditor coordination
- Investigation of potential violations and remedial action tracking
Designated Compliance Personnel
Mitigation agreements may require designated personnel such as security officers, security directors, board observers, proxyholders, or voting trustees. These roles support ongoing compliance oversight and communication with CFIUS monitoring agencies.
Key expectations generally include:
- Regular substantive engagement with designated government monitors
- Independence in carrying out mitigation responsibilities
- Prompt escalation of potential conflicts or compliance concerns
Third-Party Compliance Support
In sensitive or complex matters, CFIUS may require independent third-party providers (such as monitors, auditors, or technical experts) to assess implementation and effectiveness of mitigation measures.