On May 8, 2025, the U.S. Department of the Treasury (Treasury) announced that it will create a “fast-track pilot program” for certain foreign investors. The stated goal of the program is to streamline investment reviews by the Committee on Foreign Investment in the United States (CFIUS).
CFIUS, though, reviews a small percentage of transactions over which it has authority. We estimate that, of transactions subject to CFIUS jurisdiction, only approximately one percent—a rough order of magnitude—become the subject of a CFIUS filing, whether because of the “mandatory filing” triggers, the parties’ perception of the benefits and costs of making a voluntary filing, or a CFIUS request that the parties submit a filing. For the vast majority of transaction parties, the question of whether they will become part of that one percent of filers is a far more consequential issue than the burden of navigating the CFIUS review process. It is likely that the “fast-track” pilot program will be beneficial only to those foreign investors that have made or intend to make frequent CFIUS filings: a special subset of the one-percenters. That is why we believe the vast majority of foreign investors and U.S. companies can probably “ignore this space.”
Further Background
Treasury is the chair of CFIUS, a U.S. government interagency committee that reviews the national security implications of foreign investments in, and acquisitions of, U.S. businesses. Relatively few transactions trigger obligations under complex “mandatory filing” rules. Many thousands more are subject to CFIUS’s discretionary review authority, which creates an important strategic choice as to whether to make a voluntary CFIUS filing or forgo filing altogether. If the parties do not file voluntarily, there is a risk that CFIUS will eventually take adverse action, which can include forced divestment. For more details on mandatory and voluntary CFIUS filings, see our primer here.
For the small slice of transactions that yield a filing, the time and attendant costs associated with navigating the CFIUS process can be substantial. From the time CFIUS begins its review of a transaction filed by the transaction parties—a start date that is typically weeks after the parties submit an initial filing—the CFIUS process takes a minimum of 30 days, often many months, and occasionally more than a year; the amount of time needed is notoriously unpredictable in many cases.
This CFIUS burden can make investment in the United States less attractive, a point of interest to the Trump administration. The announcement regarding the CFIUS “fast-track” program follows a directive in President Trump’s America First Investment Policy Memorandum, introduced in February 2025 (discussed here). The memorandum outlines an effort to address U.S. national security risks while encouraging foreign investment from allied nations, particularly if the investors from allied nations can demonstrate lack of influence from China or other “foreign adversaries.”
Treasury has not yet provided substantial detail about the program, but the likely end-state seemingly will involve the following. There will be an online portal through which certain foreign investors—the eligibility criteria might be significant or nominal—can provide information about themselves. This likely will include information about ownership and links to China. (Provision of this information in advance of a contemplated transaction stands in contrast to existing standard procedures in which transaction parties file information only in connection with a specific transaction.)
Then, if the front-loaded information indicates low risk of influence on the investor by China (and other “foreign adversaries”), investments from these allied investors generally will be approved more quickly than average. Presumably, during the CFIUS review process, there will be few questions from CFIUS directed at the foreign investor (because investor information will have been front-loaded), in contrast to the current process, in which CFIUS often asks foreign investors innumerable questions that go beyond the information that the investor must provide to CFIUS in an initial filing.
However, CFIUS reviews historically have included an assessment not only of the “threat” presented by a foreign investor but also the national security sensitivity, or “vulnerability,” of the U.S. business receiving the investment. Accordingly, it is possible that for investments in particularly sensitive U.S. businesses—say, a cutting-edge artificial intelligence company—CFIUS might not facilitate a faster review, notwithstanding that the foreign investor has front-loaded information for CFIUS and notwithstanding a generally favorable CFIUS view of the investor. Despite all of this, CFIUS might have lots of questions about the U.S. business and how that business will operate following the investment.
The proposed pilot program isn’t a wholly novel idea. In its 2019 comments on the then-draft CFIUS regulations, the National Venture Capital Association (NVCA) recommended adding an opt-in as part of the traditional filing process into a “TSA PreCheck”-style system, where investors could undergo a rigorous upfront review and, if cleared, bypass future mandatory filings via a waiver for a defined period (see Issue 4 of NVCA’s Comments on Proposed CFIUS Rules). The NVCA suggested this kind of investor pre-clearance as a practical way for CFIUS to eliminate uninteresting nuisance cases and focus its resources on key transactions that pose genuine national security threats. While the mechanics differ, the core concept underlying the current fast-track pilot program is the same: a pre-clearance process designed to streamline the CFIUS process for investors who are regularly party to CFIUS reviews. If CFIUS builds on the current fast-track pilot program and actually amends its rules to give fast-track investors more meaningful benefits under the rules, like the ability to avoid mandatory filings if they so choose, that further fast-track process may start to improve the investment environment more substantively.
For now, the current pilot program seemingly will be most suitable for ‘frequent filer’ foreign investors, who might be able to reduce time spent providing CFIUS with information about the investor during the course of the filing and who might also obtain faster CFIUS clearances for investments (subject to the caveat above regarding the sensitivity of the U.S. business receiving the investment, which might trump the fast-tracking).
According to Treasury, the fast-track program will begin as a pilot to allow Treasury to assess its effectiveness and make adjustments before a broader rollout. Treasury has not provided further specifics as to when the program will come online.
As noted at the outset, though, this program will not directly affect transactions for which CFIUS filings are not made; for the overwhelming majority of transactions, the question of whether to make a CFIUS filing will remain paramount.
Please contact any member of our National Security team if you have questions about this CFIUS pilot program or other national security regulations.
