Foreign direct investment CFIUS review
CFIUS review of foreign direct investment in financial and capital markets has tightened considerably since the Committee on Foreign Investment in the United States expanded its jurisdiction under FIRRMA, with particular scrutiny on acquisitions involving data-rich financial infrastructure, payment systems, and broker-dealers with access to nonpublic market data. The U.S. Department of the Treasury, which chairs CFIUS, and the U.S. Securities and Exchange Commission have both issued guidance touching foreign ownership thresholds and required disclosures for covered transactions in this sector. Compliance teams at firms with cross-border ownership structures are actively auditing TID U.S. business designations and mandatory filing triggers before transactions close.
Watch
- FIRRMA mandatory declaration threshold: does your transaction hit the 25% ownership trigger?
- Treasury CFIUS staff requests for data-access agreements in fintech acquisitions
- SEC Rule 17a-3 records: foreign acquirer access to customer data now a CFIUS factor
- Non-notified transaction pilot program: retroactive CFIUS review of completed deals
- APAC sovereign wealth fund investments in U.S. broker-dealers drawing increased CFIUS referrals
Recent material activity in Financial & Capital Markets
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SEC proposes amendments to Exchange Act Rule 3b-16 expanding ATS definition to include DeFi protocols
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SEC enforcement action against crypto lending platform for unregistered securities offering
The Commission filed charges against a major crypto lending platform alleging the firm offered and sold crypto asset lending products that constituted unregistered securities. The complaint seeks disgorgement of $340M in…
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CFTC and SEC release joint statement on digital asset classification framework
The two primary federal financial regulators issued a joint interpretive statement providing guidance on when digital assets fall under securities law versus commodities law. The framework introduces a functional test ba…
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Federal Reserve announces enhanced supervisory expectations for banks with crypto asset exposure
The Board of Governors issued SR 26-4 establishing new supervisory expectations for state member banks engaging in crypto-related activities. Banks must now maintain dedicated risk management frameworks, capital reserves…
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SEC approves spot Ethereum ETF amendments allowing staking yield pass-through
The Commission approved amendments to existing spot Ethereum ETF registration statements permitting the pass-through of staking rewards to fund shareholders. The approval includes enhanced disclosure requirements and a 3…
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SEC Division of Examinations publishes 2026 priorities: crypto compliance tops the list
The SEC's examination division released its annual priorities letter placing crypto asset compliance, stablecoin reserves, and DeFi protocol governance as the top three examination focus areas for 2026. Registered invest…
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FINRA proposes new rules for broker-dealer crypto custody and customer protection
FINRA filed a proposed rule change establishing custody requirements for broker-dealers holding crypto assets on behalf of customers. The proposal requires segregated wallets, proof-of-reserves attestations, and $10M min…
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Federal Reserve Board publishes research paper on CBDC impact on commercial bank deposits
The Board published a staff research paper modeling the potential displacement of commercial bank deposits by a retail CBDC. The paper estimates 8-12% deposit migration in the first two years, with disproportionate impac…
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