CFIUS Seeks Public Input on Proposed Known Investor Program and Opportunities to Streamline Foreign Investment Review

On Feb. 9, the Department of the Treasury’s Office of Investment Security issued a request for information (RFI) seeking public comment on a proposed “Known Investor Program” and additional opportunities to streamline the Committee on Foreign Investment in the United States (CFIUS) review process. Following the Trump administration’s 2025 “America First Investment Policy” memorandum, the initiative seeks to balance rigorous national security protections with efforts to modernize and improve the efficiency of foreign investment screening.

Key Takeaways

1. Treasury proposes expedited investment review track. Treasury is seeking public input on the development of a “Known Investor Program” that would allow trusted foreign investors from allied and partner jurisdictions to undergo advance vetting, potentially enabling faster and more predictable CFIUS reviews.

2. Eligibility hinges on filing history, compliance and verifiable distance from adversary‑country influence. Proposed criteria would require a track record of CFIUS engagement, clean compliance history, and limited ownership, governance, personnel and supply‑chain ties to adversary countries or U.S.‑restricted parties.

3. Comments due March 18, 2026. Treasury invites feedback on program design, questionnaire content, confidentiality considerations, administrative burden and broader improvements to CFIUS processes.

Background

The America First Investment Policy directed Treasury to create an expedited fast-track process to encourage investment from allied and partner sources. The “Known Investor Program” would allow eligible investors who regularly engage with CFIUS to submit advance information to Treasury outside the context of a specific transaction. Treasury aims to use this precollected information to accelerate the review of future filings while preserving CFIUS’s underlying national security mandate. Treasury launched a limited pilot program with select frequent filers and is now seeking broader input before formal rulemaking.

Eligibility Criteria

Treasury proposes a set of detailed eligibility criteria intended to ensure that participants are repeat, compliant filers with verifiable independence from adversary‑country influence.

To be considered eligible, investors would need to demonstrate a substantive filing history with CFIUS — specifically, at least three distinct covered transactions or real estate transactions filed with CFIUS within the last three years, including one that resulted in a formal conclusion of action. Investors must also expect to submit at least one new filing in the next 12 months.

Participants in the program must also have a clean compliance history. Eligible investors or their parent organizations must not have received notice from CFIUS over the past five years that they have made material misstatements or omissions in CFIUS filings or violated any mitigation agreements or conditions. Additionally, neither the investor nor any parent entity can appear on U.S. restricted‑party lists, including the Office of Foreign Assets Control’s SDN List, the BIS Entity List or the NS‑CMIC List.

Treasury’s proposal places significant emphasis on minimizing exposure to adversary countries. A participating investor’s headquarters and principal place of business cannot be located in an adversary jurisdiction, and individuals or entities from those jurisdictions may hold only minimal ownership stakes and must not exercise governance rights. Directors, officers and certain employees, likewise, could not principally reside in, or be nationals of, adversary countries. Operationally, investors whose manufacturing or R&D footprint is entirely located in adversary countries or who depend on restricted‑party suppliers would not qualify.

Collectively, these requirements are aimed at ensuring that only investors with a clear, demonstrable distance from adversary‑country influence may benefit from expedited review.

Information Required for Participation

Treasury proposes that participants in the “Known Investor Program” complete an extensive questionnaire designed to verify eligibility and streamline review of future filings. Rather than a simple form, Treasury envisions a comprehensive disclosure package addressing ownership, governance, operations, compliance and geopolitical exposure.

Investors would be required to provide detailed ownership and organizational information, including identification of all persons holding more than 5% of equity, descriptions of investment funds used in the past five years, and governance documents such as decision‑making thresholds and voting arrangements. Treasury also proposes a deep dive into management and governance structures. The questionnaire would solicit biographical information for directors and officers, explanations of board selection processes, and descriptions of how board representatives receive and share information from portfolio companies. Investors would further need to describe relationships with limited partners and frequent co‑investors, as well as the due‑diligence processes used when selecting investment partners.

On the operational side, Treasury seeks information on an investor’s business model, financial condition, investment strategy and oversight of subsidiaries and portfolio companies. This would include disclosures on technology development, IP ownership, infrastructure, and security or compliance programs related to data privacy, cybersecurity and supply‑chain risk management.

Another substantial component focuses on the investor’s interactions with U.S. and foreign governments. Investors would be required to identify any U.S. government contracts, R&D arrangements, prior CFIUS filings, foreign investment‑screening outcomes and relevant enforcement actions since 2020.

Finally, the questionnaire would require granular information demonstrating distance from adversary-country influence. This includes identifying investment partners organized in adversary countries, portfolio‑company operations located in those jurisdictions, future planned investments, and any commercial, financial or governmental relationships with institutions in adversary countries.

Scope of Feedback Requested

Treasury’s RFI also invites comment broadly on the “Known Investor Program’s” overall design. Stakeholders may weigh in on the clarity and calibration of the eligibility criteria, the appropriateness of proposed definitions, and whether the questionnaire should be tailored to different types of investors, such as private equity firms, sovereign wealth funds or operating companies.

Treasury also seeks input on administrative considerations, including the anticipated burden of completing the questionnaire, confidentiality issues and the frequency with which investor information should be updated or recertified. Stakeholders may further comment on the types of benefits that Known Investor Program participants should receive, such as accelerated review timelines or streamlined prenotice consultations.

Beyond the program itself, Treasury is soliciting ideas on broader improvements to the CFIUS process. This includes potential simplifications for repeat or first‑time filers, enhancements to mitigation negotiations and monitoring, refinements to enforcement practices, and opportunities to incorporate structures from other domestic or foreign regulatory regimes. Treasury is also seeking suggestions for improving CFIUS transparency, including areas where further public guidance would be valuable.

Conclusion

The proposed “Known Investor Program” has the potential to offer meaningful benefits to frequent investors by streamlining review timelines and providing greater predictability in the investment process. The RFI provides investors interested in taking advantage of these benefits an opportunity to shape the parameters of the program.

Hughes Hubbard & Reed stands ready to assist clients in evaluating these potential advantages and in preparing and submitting comments to ensure their perspectives are fully considered.