CFIUS announces a preliminary framework for its long-awaited Known Investor Program and seeks public comments on the proposed structure, implementation, and eligibility requirements.~~On February 6, 2026, the Committee on Foreign Investment in the United States (CFIUS or the Committee) issued a request for information (RFI) concerning its implementation of the long-awaited Known Investor Program (KIP).~~As discussed in our previous client alert and recent Year-End Update, the idea of the KIP started to gain traction after President Trump’s America First Investment Policy, which directed CFIUS to develop rules for an “expedited ‘fast-track’ process, based on ‘objective standards,’ to facilitate greater investment from specified allied and partner sources in United States businesses involved with United States advanced technology and other important areas.”[1] In May 2025, CFIUS formally announced that the KIP was in development, and in January 2026, issued a set of frequently asked questions (FAQs) about the process. While the FAQs did not provide many specifics about the structure of the KIP, they indicated that the KIP would function as an abridged CFIUS review process, would be geared toward repeat CFIUS filers, and that a pilot program was conducted during the second half of 2025 with a select number of participants based on objective considerations, including “geographic diversity as well as frequency of filing with CFIUS in recent years.”[2]~~The recent RFI underscores that the KIP is primarily designed to streamline the CFIUS review process, particularly for frequent filers whose transactions often pose minimal national security risk in the eyes of the Committee. To expedite review of certain lower risk transactions, the RFI outlines a process by which foreign investors can apply for Known Investor Entity (KIE) status by providing the Committee with information about their structure and investment activities through a standardized questionnaire. Interestingly, the RFI also provides key insight into the current work of the Committee, noting that “more than 90 percent of covered transactions reviewed by CFIUS over the past five years have been approved,” with approximately 70 percent of transactions being approved in the initial review phase (i.e., within the first 30- or 45-day review period, depending upon whether the filing was made as a declaration or notice).[3]~~The RFI provides a broad overview of the proposed structure of the KIP and specifically requests feedback from the public on the program through Regulations.gov. Public comments are requested on or before March 18, 2026.~~I.
KEY TAKEAWAYS~~The KIP, as proposed, represents a significant change compared to traditional CFIUS reviews—which analyze national security risks relating to a specific transaction—but its eligibility criteria remain strict. Below, we offer a few preliminary takeaways from the proposed structure:~~II.
PROPOSED KIP FRAMEWORK~~Informed by the pilot program conducted during the second half of 2025, the proposed questionnaire will contain a section designed to determine KIE eligibility, as well as extensive questions about the ownership, operation, activities, and management of the proposed KIE, among others.~~A.
CFIUS Sets a High Bar for KIP Eligibility~~As proposed, the KIP would be open only to foreign investors who complete the questionnaire—including for entities under their common ownership or “control” (as currently defined in the CFIUS regulations)[5] for which information is provided—provided each entity meets the eligibility criteria. As a threshold eligibility matter, the foreign investor must meet the following filing frequency thresholds:~~Even if the filing frequency thresholds are met, foreign investors are ineligible to participate in the KIP if they have a history of non-compliance or associations with certain restricted parties or Adversary Countries as follows:~~Additionally, no entity or individual on any of the above lists can, directly or indirectly, (1) hold a
10 percent or greater
interest in or (2) otherwise hold the
right to appoint
a member of the board of directors (or equivalent) of the foreign investor. In particular, the inclusion of the NS-CMIC and Section 1260H Lists is notable given that these lists do not typically carry the same restrictive weight as the other lists and directly target Chinese entities.~~B.
Information and Document Requests Extend Well Beyond Traditional CFIUS Review~~If a foreign investor can overcome the eligibility thresholds outlined above, the KIP requires the prospective KIE to respond to extensive document and information requests, including the following:~~.~~The level of detail required by such requests extends well beyond information typically supplied during the course of a typical CFIUS review and is likely to pose significant hurdles to investors with complex structures across multiple jurisdictions. Additionally, the prospective KIE would be required to certify the completeness and accuracy of its questionnaire responses, though such information would be subject to the same confidentiality protections typically applied to CFIUS submissions.~~C.
CFIUS Is Actively Seeking Public Comments on the KIP~~The RFI included 45 broad questions seeking feedback and suggestions related to proposed KIP structure, additional factors to consider in evaluating all aspects of the KIP, and what challenges may arise from providing this information. Many of the questions are focused on identifying difficulties that may result from collecting the extensive information requested, including one specifically asking which types of information collected under the program would take the most time and effort to provide, indicating that CFIUS acknowledges the extensive nature of the materials required for enrollment. Other KIP-focused questions relate to the proposed definitions, identification of KIEs, eligibility criteria, information requests (as discussed above), and other instances where additional information or clarity may be needed.~~D.
CFIUS Wants Input More Broadly as Well~~CFIUS appears to be focused not just on standing up the KIP structure, but also is soliciting feedback about the CFIUS process more generally. The areas of focus include:~~These questions align with the current administration’s focus on reevaluating and revising the inner workings of the Committee to increase efficiency and promote foreign investment that does not pose national security concerns.~~Following its review of the public comments received, CFIUS is likely to engage in at least one more round of public rulemaking before finalizing the regulations to implement the KIP, though interested parties should consider engaging early in the review process and submit any comments ahead of the March 18, 2026 public comment deadline.~~[1] The White House, America First Investment Policy § 2(c) (Feb. 2025), https://www.whitehouse.gov/presidential-actions/2025/02/america-first-investment-policy.~~[2] CFIUS, CFIUS Known Investor Frequently Asked Questions 3 (Jan. 2026), here.~~[3] Request for Information Pertaining to the CFIUS Known Investor Program and Streamlining the Foreign Investment Review Process, 91 Fed. Reg. 5,694, 5,695 (Feb. 9, 2026), here.~~[4] The White House, America First Investment Policy § 4 (Feb. 2025), https://www.whitehouse.gov/presidential-actions/2025/02/america-first-investment-policy.~~[5] See 31 C.F.R. § 800.208.~~[6] See id. § 800.213.~~[7] See id. § 802.212.~~The following Gibson Dunn lawyers prepared this update: Chris Mullen, Layla Reynolds*, and Stephenie Gosnell Handler.~~Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these issues. For additional information about how we may assist you, please contact the Gibson Dunn lawyer with whom you usually work, any leader or member of the firm’s International Trade Advisory & Enforcement practice group, or the authors:~~United States:
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