International Intellectual Property

November 17, 2006

Robert Clifton Burns

Copyright 2006, The Deal, LLC. All Rights Reserved

To pre-empt more aggressive moves by Congress to carve out a role for lawmakers in reviewing takeovers of U.S.-based firms by foreign buyers, the Bush administration plans to revamp the government committee that guards against national security risks those deals might pose.

The effort, however, appears unlikely to temper Capitol Hill's desire to impose additional alterations to the controversial Committee on Foreign Investment in the United States, or CFIUS, which is the multiagency panel charged with reviewing foreign-U.S. deals. But the White House changes may be sufficient to stifle lawmakers' most radical proposals.

"Congress is not going to say, 'the White House has made changes so let's all go home,'" said Clif Burns, a partner at law firm Powell Goldstein LLP in Washington, DC.

Legislation to change the committee passed both the House and Senate earlier this year, but the two chambers were unable to iron out differences between their bills before the November elections.

Of the two chambers' competing bills, the Senate version would give Congress the most authority to intervene in mergers. Legislative observers expect the Treasury Department to look to the House bill as its model, but only then install its weaker provisions.

The final CFIUS bill will likely be more of a compromise between the Senate and House versions. House lawmakers from both parties contend that CFIUS revamping is a priority, but they worry about more stringent Senate legislation. A GOP-controlled Congress was expected to discard the Senate bill and pass the House legislation.

"House and Senate lawmakers will horse-trade down to the wire over controversial provisions such as extending the review time frame," Burns said.

For example, House lawmakers may have to accept a controversial Senate provision that would require CFIUS to notify key lawmakers while a review is ongoing.

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