Draft Cfius Voluntary Notice

---
name: its-draft-cfius-voluntary-notice
task_id: international-trade-sanctions/draft-cfius-voluntary-notice
description: Drafts a CFIUS joint voluntary notice in the required regulatory format, using the transaction documents and supporting diligence materials to identify the parties, describe the transaction, and address the categories of disclosures commonly required for a foreign acquisition of a business involving sensitive technology, data, or government-related exposures.
activates_for: [planner, solver, checker]
---

# Skill: Draft CFIUS Joint Voluntary Notice

## 1. Subject-matter triage

- Determine at the outset whether the filing is a voluntary notice or is being used to satisfy any mandatory-declaration pathway; state that posture plainly and flag any open jurisdictional or timing questions in brackets.
- Identify whether the target is a covered business because of sensitive technology, critical infrastructure, sensitive personal data, government contracts, export-controlled items, or other control-sensitive operations.
- Map the post-closing ownership and control structure before drafting narrative sections so the notice tracks the deal documents rather than an assumed form of acquisition.
- Separate what is confirmed from what remains to be verified; bracket gaps that require partner review instead of leaving them implicit.
- If more than one party, affiliate, technology line, funding source, or regulatory track is implicated, enumerate the set first and then draft each disclosure category against that set; do not compress multiple actors into a single generic description.

## 2. Failure modes the skill is correcting

- Treating the notice as a generic transaction summary rather than a regulatory disclosure keyed to the CFIUS filing questions and definitions.
- Describing sensitive technology at an overbroad level instead of tying it to the specific export-control classification, technical function, or control category supported by the diligence record.
- Omitting indirect foreign-government ownership, state-affiliated capital, sovereign influence, or other upstream interests in the acquirer chain.
- Failing to connect technology-transfer, manufacturing, access, or technical-assistance arrangements to the change-of-control analysis and any required consents or notices.
- Leaving out non-U.S. affiliates, branch operations, or other related entities that matter for access, mitigation, or operational control.
- Neglecting public funding, grants, cooperative agreements, or research arrangements that may affect rights in inventions, data, or technical information.
- Failing to identify personnel categories relevant to clearance, access controls, or post-closing protection of sensitive material.
- Drafting conclusory legal statements without naming the governing regulation, definition, or other controlling authority supporting the proposition.
- Producing a polished notice that silently assumes unresolved facts instead of surfacing them in brackets for review.

## 3. Legal frameworks / domain conventions that apply

- CFIUS notice practice under 31 C.F.R. part 800, including the joint voluntary notice format and the information categories customarily requested for parties, transaction structure, business activities, technology, and government ties.
- The sensitive-technology analysis should be anchored to the applicable export-control framework, including the relevant classification regime and any licensing logic that makes the business covered.
- Foreign-government interest analysis should trace ownership and control through intermediate entities, funds, and voting or economic rights sufficient to identify direct and indirect governmental influence.
- Defense-technology and other regulated technology disclosures should address whether any change-in-control consent, notice, approval, or transfer restriction is triggered by the transaction.
- Public funding and university or laboratory research arrangements should be evaluated for government rights, invention allocation, publication constraints, or data-use obligations that may be relevant to the notice.
- Affiliate and subsidiary disclosures should focus on operational relevance, technology access, security perimeter, mitigation feasibility, and cross-border control implications.
- Personnel disclosures should cover categories of individuals whose access or authorization status matters to the risk analysis, without overlisting irrelevant biographies.
- Use the legal authorities as the anchor for every substantive proposition; do not state a regulatory conclusion without tying it to the applicable regulation, definition, or accepted filing convention.

## 4. Analytical scaffolds

1. Identify the filing posture, the parties, and the transaction type, then confirm the governing CFIUS pathway and any bracketed open issues.
2. Describe the acquiror, target, and all material parents, subsidiaries, and intermediate owners, with jurisdictions and ownership relationships reflected as they will appear in the filing.
3. Classify the target’s sensitive technology, data, or infrastructure exposure by reference to the specific control regime or other governing classification, and connect that classification to covered-business status.
4. Trace the acquiror’s ownership chain for governmental or state-affiliated interests, including indirect holdings, governance rights, veto rights, board influence, or fund relationships that may matter.
5. Identify any related non-U.S. entities, joint ventures, service providers, or operating affiliates whose roles affect access, transfer, mitigation, or post-closing segregation.
6. Review technology-transfer, manufacturing, supply, and license arrangements for change-of-control clauses, consent rights, reporting obligations, or termination triggers, and state the current status.
7. Review public funding, grants, research collaborations, and invention-ownership provisions for any government rights, restrictions, or residual obligations that should be disclosed.
8. Identify the personnel categories relevant to sensitive access, clearance, or technical supervision, and note any limits on post-closing access or staffing changes.
9. Identify any pending investigations, enforcement matters, sanctions/export-control issues, or similar proceedings involving the parties that could bear on the notice.
10. Review financing terms for governance rights, access rights, information rights, or other features that could affect control analysis or mitigation planning.
11. Draft bracketed placeholders for unresolved facts, then verify that each bracket corresponds to a discrete item requiring partner or client confirmation.

## 5. Vertical / structural / temporal relationships

- Use the deal documents to establish the transaction structure and resulting control path; use the diligence record to support technology, funding, personnel, and ownership disclosures.
- Treat the ownership chain as vertically layered: ultimate owner, intermediate parent, operating entities, and investment vehicles may each require separate treatment if they affect control or foreign-government interest.
- Track obligations temporally: pre-signing disclosures, signing-to-closing consents, closing conditions, post-closing access restrictions, and any continuing reporting or mitigation commitments.
- Where a disclosure depends on another document, draft the notice so the relationship is explicit rather than implied; for example, a license consent issue should be tied to the specific agreement and its status.
- If the source set presents multiple affiliates, research programs, or regulated technologies, keep each line of analysis discrete so downstream review can verify completeness entity by entity.

## 6. Output structure conventions

- Produce a complete joint voluntary notice in the required regulatory style, organized with conventional notice headings and filled to the extent supported by the source materials.
- Use bracketed placeholders for every fact that is not yet confirmed, including names, dates, ownership percentages, control details, classifications, and consent status.
- Keep descriptions categorical where the source documents are categorical, and specific where the record supports specificity; do not invent precision.
- Include the controlling authority or regulatory basis for each substantive disclosure point where the notice asks for a legal characterization.
- Surface unresolved issues inline rather than in a separate memo unless the drafting instruction specifically calls for one.
- Draft the file as the primary deliverable first and ensure it is complete and non-empty before any secondary commentary.
- End with a concise action-oriented review list that identifies what still must be confirmed, who should confirm it, and the milestone by which it is needed.