The Committee on Foreign Investment in the United States (CFIUS) recently released its 2021 Annual Report, which provides important information and statistics about covered transactions reviewed by CFIUS in 2021 and the underlying implications for foreign investors.[1]  Here are five key takeaways:

  1. CFIUS filings significantly increased in 2021 compared to 2020.
    • CFIUS reviewed 164 short-form declarations in 2021 – representing an approximately 30% increase from 126 in 2020.
    • CFIUS reviewed 272 notices in 2021 – representing an approximately 45% increase from 187 in 2020.[2] Due to the number of notices that were withdrawn and refiled during 2021 (see below), CFIUS did not see an actual 45% increase in the number of notified transactions though (e., the same transaction was the subject of more than one notice).
    • The increase in CFIUS filings likely can be attributed, at least in part, to mandatory filing requirements and increased focus by CFIUS on identifying and “calling in” non-notified transactions.
  1. A significant percentage of declarations received clearance in 2021.
    • CFIUS cleared approximately 73% (120 out of 164) of the declarations filed in 2021 – an increase from 64% in 2020. This likely will encourage foreign investors, particularly those that previously have been through the CFIUS process, to file declarations instead of notices despite the risk that CFIUS could request a full notice at the end of the declaration review process.  47 of the 164 declarations were subject to mandatory filing requirements.
    • CFIUS requested that parties submit full notices in response to approximately 18% (30 out of 164) of the declarations filed in 2021. This is a decrease from 22% in 2020.
    • CFIUS was unable to conclude action on approximately 7% (12 out of 164) of the declarations filed in 2021. Faced with that outcome, parties can decide whether or not to submit a full notice.  If they decide not to do so, CFIUS has the ability to inquire about and review the transaction in the future.
    • For the second year in a row, Canadian investors accounted for the most declarations (22). Investors from Japan, Germany, South Korea, and Singapore tied for second in terms of number of declarations filed (11 each), followed by the United Kingdom (10), France and Guernsey (9), and Australia (8).
  1. Review timelines and clearance rates for notices remained relatively constant in 2021.
    • Of the 272 notices filed in 2021, 130 (approximately 48%) proceeded to the 45-day investigation period. Three of those investigation periods were subject to a 15-day extension due to extraordinary circumstances.  This is consistent with 2020, during which approximately 47% of notices proceeded to the investigation phase.
    • 74 (approximately 27%) of the 272 notices filed were withdrawn. The need for additional time to negotiate mitigation measures can result in withdrawing and refiling a notice.
    • Of the 74 withdrawn notices, 63 notices were refiled in either 2021 (52) or 2022 (11) and nine notices (approximately 3%) were abandoned by the parties after CFIUS informed the parties that it was unable to identify mitigation measures that would resolve its national security concerns, or CFIUS proposed mitigation measures that the parties were not willing to accept. In two instances, the parties withdrew and abandoned the transaction due to commercial reasons.
    • On average, CFIUS provided comments on draft notices within approximately six business days and accepted formal notices for review within six business days. This is down from the average of eight to nine days in 2019/2020 and is a positive development for parties, particularly given the increase in CFIUS filings in 2021.
    • For the first time since 2015, there were no presidential decisions during 2021.
  1. Mitigation increased and the non-notified team was more selective in 2021.
    • CFIUS imposed mitigation measures as a condition to clearing 26 (10%) notices filed in 2021 – representing a slight increase from approximately 9% in 2020. The slight increase could be attributable to the increase in the number filings involving Chinese investors (see below) and the increased focus on imposing mitigation to protect sensitive personal data.
    • CFIUS also imposed mitigation measures to address national security concerns associated with four notices that were withdrawn and abandoned.
    • CFIUS agencies are currently monitoring 187 mitigation agreements, eight mitigation agreements were terminated in 2021, and four mitigation agreements were materially modified in 2021.
    • As we previously wrote here, CFIUS continues to identify and review so-called non-notified transactions (e., transactions within the jurisdiction of CFIUS that were not notified to CFIUS). In 2021, CFIUS considered more non-notified transactions (135) than it had considered in 2020 (117) – representing a 15% increase in identified transactions – though CFIUS only requested notices for eight of the non-notified transactions (approximately 6%) as compared to the 17 requests for notices in 2020 (approximately 15%).  These statistics confirm that being contacted by CFIUS in connection with a non-notified transaction does not automatically mean that CFIUS will request a filing.
  1. Chinese investors submitted the most CFIUS notices during 2021.
    • For the first time since 2018, Chinese investors filed the most notices (44) in 2021 – an approximately 150% increase from the 17 notices filed by Chinese investors in 2020.
    • Coming in second and third place, Canadian investors filed 28 notices and Japanese investors filed 26 notices during 2021.

[1] See Cleary’s summary of CFIUS’ 2020 Annual Report at:; see also

[2] The figures presented in the report and this blog post reflect the number of notices filed with CFIUS and are not adjusted to account for transactions that were the subject of more than one notice (i.e., where the original notice was withdrawn and refiled).