U.S. President Donald J. Trump has blocked his first foreign entity from acquiring an American company. And, contrary to the claims of Gao Feng, spokesperson for China’s Ministry of Commerce, the decision wasn’t (a) an exercise in American protectionism, or (b) political, (c) grounded in anti-China bias, or (d) part of a grand strategy to counter China’s growing global presence.
What it boiled down to was simply this: Lattice Semiconductor Corporation and Canyon Bridge Capital Partners LLC, a subsidiary of Chinese state-owned China Venture Capital Fund Corporation Limited, failed to allay the national security concerns held by those serving on the Committee on Foreign Investment in the U.S. (CFIUS). If this incident demonstrates anything, it’s that the CFIUS process works and remains free of political influence.
A little-known committee, CFIUS, reviews foreign transactions—such as mergers and acquisitions of American companies—for national security risks. According to Kevin Wolf, a former Department of Commerce representative to CFIUS, the committee is a key mechanism, complementary to the Commerce Department’s export controls, regarding the transfer of technology and maintaining of U.S. national security interests.
The process works like this: The committee reviews a proposed transaction for 30 days. If the review determines that the deal may in some way compromise national security, the committee starts a deeper, 45-day investigation. If no agreements mitigating security concerns are reached before the end of those 75 days, the matter is handed over to the President, who then has 15 days to decide whether to permit or suspend the transaction.
Deals like Lattice-Canyon Bridge that involve both technology and state-ownership, will receive greater scrutiny than most. And unsatisfied with the CFIUS’s reluctance to approve the transaction, Lattice and Canyon Bridge decided this time to hold out for a Presidential decision – a risky and rarely used option.
In the 40 years of the committee’s existence, only three other transactions have been blocked by Presidential order. All of them involved Chinese entities. First to be blocked was China National Aero-Technology Import and Export Corporation’s attempted purchase of Mamco Manufacturing Inc. Next came the Ralls Corporation’s bid to buy of the Project Companies’ windfarms, followed by Grand Chip Investment GmbH’s run at Aixtron SE.
Darin Billerbeck, CEO of Lattice Semiconductor stated, “We also believe our CFIUS mitigation proposal was the single most comprehensive mitigation proposal ever proposed for a foreign transaction in the semiconductor industry and would have maximized United States national security protection while still enabling Lattice to accept Canyon Bridge’s investment and double American jobs.”
Many may interpret the denied acquisition as a harbinger of how the Trump Administration will approach future U.S.-Chinese business relations. They may also wonder whether the final decision was really a trade-off between giving Americans jobs or taking a tougher stance on China.
According to the White House, though, Trump nixed the Lattice-Canyon Ridge deal because it threatened to compromise U.S. national security through the transfer of intellectual property. The Chinese government’s role in the purchase and the importance of Lattice and semiconductor products used by the U.S. government were also hurdles too high for Lattice’s mitigation proposal to overcome.
The focus of CFIUS has always been on reviewing transactions for national security concerns. While there are efforts underway, such as those proposed by Senator Chuck Schumer as part of his “Better Deal on Trade and Jobs,” to reform CFIUS to include economic concerns like employment, the Administration is not likely to favor any drastic additions to the review process. That’s because the committee has a more-than-full plate already.
Historically, CFIUS has reviewed between 100-150 transactions a year. But experts from the law firm Stroock and Stroock and Lavan LLP report that the committee will review upwards of 300 transactions this year. This puts a strain on CFIUS’s already scarce resources, especially considering transactions are also becoming more complex, requiring greater time for CFIUS to review.
It’s likely the CFIUS and Trump will prohibit even more Chinese acquisitions these next couple of years. But that’s not because of anti-China sentiment in the White House. The big factor here is the large increase in investments from China. As that activity continues, it’s only natural a greater number of questionable deals will come under review.
Riley Walters is research associate for Asia economy and technology in The Heritage Foundation’s Asian Studies Center.