Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Rules and Regulations 93179 

be used by officers and employees of the 

Bureau of the Census for the purpose 

described in and subject to the 

limitations of paragraph (b)(3)(i) of this 

section. 

* * * * * 

(d) Procedures and restrictions. (1) 

Disclosure of return information 

reflected on returns by officers or 

employees of the Internal Revenue 

Service or the Social Security 

Administration as provided by 

paragraphs (b) and (c) of this section 

will be made only upon written request 

to the Commissioner of Internal 

Revenue by the Secretary of Commerce 

describing— 

(i) The particular return information 

reflected on returns to be disclosed; 

(ii) The taxable period or date to 

which such return information reflected 

on returns relates; and 

(iii) The particular purpose for which 

the return information reflected on 

returns is to be used, and designating by 

name and title the officers and 

employees of the Bureau of the Census 

or the Bureau of Economic Analysis to 

whom such disclosure is authorized. 

(2) No officer or employee of the 

Bureau of the Census or the Bureau of 

Economic Analysis to whom return 

information reflected on returns is 

disclosed pursuant to the provisions of 

paragraph (b) or (c) of this section may 

disclose such information to any person, 

other than, pursuant to section 

6103(e)(1), the taxpayer to whom such 

return information reflected on returns 

relates or other officers or employees of 

such bureau whose duties or 

responsibilities require such disclosure 

for a purpose described in paragraph (b) 

or (c) of this section, except in a form 

that cannot be associated with, or 

otherwise identify, directly or 

indirectly, a particular taxpayer. If the 

Internal Revenue Service determines 

that the Bureau of the Census or the 

Bureau of Economic Analysis, or any 

officer or employee thereof, has failed 

to, or does not, satisfy the requirements 

of section 6103(p)(4) of the Code or 

regulations in this part or published 

procedures (see § 601.601(d)(2) of this 

chapter), the Internal Revenue Service 

may take such actions as are deemed 

necessary to ensure that such 

requirements are or will be satisfied, 

including suspension of disclosures of 

return information reflected on returns 

otherwise authorized by section 

6103(j)(1) and paragraph (b) or (c) of this 

section, until the Internal Revenue 

Service determines that such 

requirements have been or will be 

satisfied. 

(3) All projects using returns or return 

information disclosed to the Bureau of 

Census under this section must be 

approved by the Internal Revenue 

Service Director of Statistics of Income, 

the Director’s successor, or the 

Director’s delegate, prior to the release 

of such information. 

(4) In its sole discretion, the Internal 

Revenue Service may authorize the use 

of the Bureau of Census’s disclosure 

review processes prior to any public 

disclosure by the Bureau of Census of a 

project using information provided 

pursuant to this section. Any Bureau of 

Census disclosure review process 

authorized under this paragraph (d)(4) 

must ensure that all releases meet or 

exceed all requirements set by the 

Internal Revenue Service for protecting 

the confidentiality of returns and return 

information. Additionally, in its sole 

discretion, the Internal Revenue Service 

Statistics of Income Disclosure Review 

Board may review a Bureau of Census 

project using information provided 

pursuant to this section prior to 

disclosure of that project to the public 

to ensure that any proposed releases 

meet or exceed all requirements set by 

the Internal Revenue Service for 

protecting the confidentiality of returns 

and return information. This review 

requirement may be imposed at any 

stage of the project. 

(e) Applicability date. This section 

applies to disclosures of return 

information made on or after November 

26, 2024. 

Heather C. Maloy, 

Acting Deputy Commissioner. 

Approved: November 6, 2024. 

Aviva R. Aron-Dine, 

Deputy Assistant Secretary of the Treasury 

(Tax Policy). 

[FR Doc. 2024–27072 Filed 11–25–24; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF THE TREASURY 

Office of Investment Security 

31 CFR Parts 800 and 802 

[Docket ID TREAS–DO–2024–0006] 

RIN 1505–AC85 

Penalty Provisions, Provision of 

Information, Negotiation of Mitigation 

Agreements, and Other Procedures 

Pertaining to Certain Investments in 

the United States by Foreign Persons 

and Certain Transactions by Foreign 

Persons Involving Real Estate in the 

United States 

AGENCY: Office of Investment Security, 

Department of the Treasury. 

ACTION: Final rule. 

SUMMARY: This final rule revises certain 

provisions of the regulations of the 

Committee on Foreign Investment in the 

United States (CFIUS) pertaining to 

penalties for violations of statutory or 

regulatory provisions or agreements, 

conditions, or orders issued pursuant 

thereto; negotiation of mitigation 

agreements; requests for information by 

CFIUS; and certain other procedures. 

DATES: This final rule is effective on 

December 26, 2024. 

FOR FURTHER INFORMATION CONTACT: 

Meena R. Sharma, Director, Office of 

Investment Security Policy and 

International Relations at U.S. 

Department of the Treasury, 1500 

Pennsylvania Avenue NW, Washington, 

DC 20220; telephone: (202) 622–3425; 

email: CFIUS.Regulations@treasury.gov. 

SUPPLEMENTARY INFORMATION: 

I. Background 

The regulations at parts 800 and 802 

to title 31 of the Code of Federal 

Regulations (parts 800 and 802, 

respectively) implement the provisions 

of section 721 of the Defense Production 

Act of 1950 (DPA), as amended, which 

is codified at 50 U.S.C. 4565 (section 

721) and which establishes the 

authorities of the Committee on Foreign 

Investment in the United States (CFIUS 

or the Committee). Section 721 

authorizes the President or his designee 

(i.e., CFIUS) to review mergers, 

acquisitions, and takeovers by or with 

any foreign person that could result in 

foreign control of any U.S. business, 

certain noncontrolling investments by 

foreign persons in a subset of U.S. 

businesses, as well as certain real estate 

transactions involving foreign persons. 

When in the course of its review CFIUS 

identifies a national security risk that 

arises as a result of a transaction within 

its jurisdiction (referred to in the 

regulations as a ‘‘covered transaction’’ 

or ‘‘covered real estate transaction’’ as 

appropriate), it is authorized to 

negotiate and enter into agreements 

with the transaction parties or impose 

conditions on the transaction parties, 

including through the issuance of 

orders, to mitigate the risk. CFIUS is 

further authorized to enforce those 

agreements, conditions, and orders, 

including through assessing a penalty. 

On April 15, 2024, the U.S. 

Department of the Treasury (Treasury 

Department) published in the Federal 

Register a notice of proposed 

rulemaking (proposed rule) (89 FR 

26107) that proposed amendments to 

certain provisions of parts 800 and 802. 

Specifically, the proposed rule included 

amendments that would: (1) expand the 

categories of information that CFIUS 


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may request from transaction parties 

and other persons; (2) introduce a time 

frame within which parties would 

ordinarily be required to respond to a 

Committee proposal to mitigate 

identified national security risk 

(including any revision of such a 

proposal); (3) expand the instances in 

which CFIUS may use its subpoena 

authority; (4) expand the circumstances 

in which a civil monetary penalty may 

be imposed; (5) increase the maximum 

civil monetary penalty available for 

certain violations of CFIUS’s statute or 

regulations, including as related to 

mitigation agreements, conditions, or 

orders; and (6) extend the time frames 

for a party’s submission of a petition for 

reconsideration of a penalty and the 

Committee’s response to such a petition. 

Further explanation of the proposed 

changes can be found at 89 FR 26107. 

The public was given an opportunity to 

comment on the proposed rule, and 

comments were due by May 15, 2024. 

The Treasury Department received 728 

comment submissions, of which 718 

were duplicates or near duplicates. 

Comments are discussed in the 

following section along with the 

changes made in this final rule. 

II. Summary of Comments and Changes 

From the Proposed Rule 

During the public comment period, 

the Treasury Department received 728 

comment submissions reflecting a range 

of views. The Treasury Department 

considered each comment submitted on 

the proposed rule and made one 

revision to this final rule in response to 

the comments. The section-by-section 

analysis below discusses the comments 

received, explains the Treasury 

Department’s responses to the 

comments, and describes changes made 

in this final rule in light of the 

comments. 

A. Requesting Information From 

Transaction Parties and Other 

Persons—Sections 800.501, 802.501, 

800.801, and 802.801 

One commenter expressed the view 

that the provisions pertaining to 

requesting information from ‘‘other 

persons’’ are without any limitation and 

recommended that the provisions be 

modified to make clear that such other 

persons must have a connection to a 

particular transaction. Additionally, the 

commenter recommended that the 

Committee’s evaluation of the adequacy 

of a non-party’s response to a CFIUS 

request for information should be based 

on whether the response sufficiently 

addressed the specific questions posed, 

rather than whether the Committee 

derived any benefit from the response. 

Finally, the commenter proposed that if 

such other persons or transaction parties 

omit information from a response to a 

CFIUS inquiry about a transaction, a 

determination of whether that omission 

constitutes a violation of the statute or 

regulations should be subject to a 

‘‘knowledge qualifier’’—i.e., the 

Committee should determine a person’s 

omission constitutes a violation if the 

person ‘‘knew or should have known,’’ 

for example, that the information 

omitted was responsive to the 

Committee’s inquiry. Such a qualifier 

would be warranted, according to the 

commenter, because persons who are 

not transaction parties may not be 

familiar with CFIUS and its authorities. 

The final rule makes no change in 

response to this comment. As discussed 

in the proposed rule, CFIUS, acting on 

behalf of the President, currently has 

authority pursuant to section 705 of the 

DPA to obtain information from ‘‘any 

person as may be necessary or 

appropriate . . . to the enforcement or 

administration of [section 721 and the 

regulations thereunder].’’ Therefore, 

CFIUS may, if appropriate, request and 

compel through issuance of a subpoena 

the production of information not only 

from transaction parties but also from 

other persons to aid in the enforcement 

or administration of the CFIUS statute 

and regulations. The proposed rule 

addressed requests for information 

when such information pertains to a 

transaction that has been notified or 

declared to the Committee or, in certain 

circumstances, a transaction for which 

no notice or declaration has been 

submitted (a non-notified transaction). 

The Committee proposed to be able to 

seek and compel information to enable 

it to determine whether a transaction is 

a covered transaction, whether it may 

raise national security concerns such 

that the Committee should review it (if 

it is a covered transaction), and whether 

the transaction is of a type for which 

submission of a declaration was 

mandatory. Because any request made 

or subpoena issued must be in 

furtherance of one of the foregoing 

purposes, as specified in the proposed 

rule, the Committee’s authority is not 

‘‘without any limitation whatsoever,’’ as 

suggested by the commenter. 

Furthermore, in determining the 

sufficiency of a party’s response to an 

inquiry, the Committee would assess 

whether the information provided 

adequately responded to the question 

posed, as the commenter suggests. In 

determining whether to issue a request 

for information or (as appropriate) 

subpoena to a person other than the 

transaction parties, CFIUS will consider 

the relationship of the other person to 

the relevant transaction and the 

information sought and will comply 

with applicable confidentiality 

provisions in section 721(c). In addition, 

as with information submitted by 

transaction parties, CFIUS will treat 

information submitted by third parties 

in accordance with its confidentiality 

obligations. It would be challenging to 

specify in regulations an exhaustive list 

of ‘‘other persons’’ to whom CFIUS may 

issue requests (or, as appropriate, 

subpoenas) for information. The identity 

of such other persons may vary 

depending on the nature of the 

transaction and transaction parties as 

well as the information that CFIUS 

needs to obtain. The Committee can 

envision situations in which it would 

seek information from third persons 

such as banks, underwriters, or service 

providers to transaction parties. There 

may be situations in which relevant 

information is possessed by other third 

parties and the Committee would 

consider it appropriate to seek 

information from such third parties. 

Moreover, the Committee does not 

consider it appropriate to put in place 

what the commenter refers to as a 

‘‘knowledge qualifier’’ for purposes of 

determining whether a third party’s 

omission of information from a 

submission to CFIUS constitutes a 

violation of the statute or regulations. 

(As noted above, while the commenter 

used the phrase ‘‘knowledge qualifier,’’ 

CFIUS understood it to be referring to 

the responding party’s knowledge with 

respect to whether information is 

appropriate to include in response to 

the Committee’s information request.) 

For CFIUS to impose a penalty on a 

transaction party or other person for an 

omission of information, the omission 

would have to be material. That 

condition appears to address the 

concern underlying the comment at 

issue. Further, when CFIUS requests 

information—whether from a 

transaction party or a third party—it 

identifies its authority for doing so, and 

that enables the respondent to evaluate 

applicable obligations itself or with 

legal counsel. 

Another commenter addressed the 

proposal to expand the categories of 

information that CFIUS can request 

from parties to non-notified 

transactions. As noted above, under the 

proposed rule CFIUS would be able to 

request not only information relevant to 

determining whether a transaction is a 

covered transaction but also information 

relevant to national security risk (and 

whether a transaction is subject to the 

mandatory declaration provisions). The 

commenter expressed concern that, if 


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adopted, this provision would allow 

CFIUS to inquire about transactions that 

are outside its jurisdiction (i.e., 

transactions that are not covered 

transactions), and parties to those 

transactions would be obligated to 

respond. 

The final rule makes no change in 

response to this comment. Consistent 

with its statutory obligation to establish 

a process to identify certain nonnotified transactions (section 

721(b)(1)(H)) and the current regulations 

(see § 800.501(b), and with respect to 

covered real estate transactions, see 

§ 802.501(b)), CFIUS requests 

information about non-notified 

transactions only where the Committee 

has determined that the transaction 

‘‘may be a covered transaction and may 

raise national security considerations.’’ 

Before requesting that parties notify 

their transaction to CFIUS, the 

Committee assesses jurisdiction and 

issues a request only if the Committee 

determines that the transaction is, in 

fact, a covered transaction and may raise 

national security considerations. 

Expanding the information that CFIUS 

may request from parties to non-notified 

transactions to include information 

pertaining to national security risk 

would not replace the full risk-based 

assessment that occurs during the 

formal review of a declaration or notice. 

Nor would it replace or circumvent the 

threshold determination made by CFIUS 

as to whether a transaction is a covered 

transaction. Engaging in preliminary 

fact-finding relevant to national security 

considerations, however, could help the 

Committee determine whether and 

when to request a notice from 

transaction parties. As explained in the 

proposed rule, this fact-finding should 

help focus the transactions the 

Committee requests for filing, 

benefitting both transaction parties and 

national security. 

B. Time Frame for Responding to 

Proposed Mitigation Terms—Sections 

800.504 and 802.504 

Several commenters expressed the 

view that three business days is not 

enough time for transaction parties to 

substantively respond to mitigation 

proposals, and that imposing such a 

time frame will not improve the 

mitigation negotiation process. These 

comments are discussed in more detail 

below along with the change in the final 

rule made in response to these 

comments. 

One commenter expressed the view 

that mitigation proposals can introduce 

measures that would significantly 

impact the efficiency and 

competitiveness of the U.S. business 

and can also reflect an imperfect 

understanding of the U.S. business, 

including its technology and operations. 

Under such circumstances, transaction 

parties may struggle to determine the 

appropriate response to the Committee, 

making it a challenge to respond in 

three days. Another commenter 

expressed the view that the initial draft 

of a mitigation agreement, which is 

often developed by CFIUS, may not 

reflect a full understanding of the 

transaction parties’ operations, which in 

turn may necessitate extensive analysis 

and revision by the transaction parties 

that often takes more than three 

business days. The commenter also 

expressed strong support for earlier 

engagement between the Committee and 

transaction parties in the mitigation 

proposal process and a standardized 

and transparent process for 

implementing mitigation agreements for 

both CFIUS and transaction parties. The 

commenter suggested the Committee 

create a standard and transparent 

process to create a record of how 

mitigation agreements are to be 

interpreted and applied post-execution 

to bring clarity and facilitate 

compliance, particularly when there is 

staff turnover or when enforcement 

personnel are different from the 

personnel involved in the negotiation of 

the agreement. A third commenter 

expressed the view that a three-day 

deadline could preclude input on 

mitigation measures from relevant 

business units. A fourth commenter 

expressed the view that the majority of 

transaction parties are incentivized to 

work collaboratively with the 

Committee to negotiate mitigation 

proposals as transactions are often 

notified to CFIUS prior to their 

completion, in some cases with CFIUS 

clearance as a condition for closing the 

transaction. The commenter noted that 

the Committee and transaction parties 

are better served when there is 

additional time to fully consider how 

proposed mitigation terms would be 

implemented. Though the proposed rule 

included the option for extension 

requests, the commenter expressed that 

transaction parties may spend too much 

time preparing such a request as 

opposed to preparing a substantive 

response to the Committee. Another 

commenter expressed the view that 

three business days is not enough time 

for transaction parties to review 

proposed mitigation measures, analyze 

the operational considerations of such 

measures, coordinate internally, reach 

agreement, and prepare a substantive 

response to CFIUS. The commenter 

further expressed that such a time frame 

is not analogous to the time frame for 

transaction parties to respond to 

information requests given the 

complexity of the issues associated with 

mitigation agreements. The final 

commenter on this topic noted that a 

three-day time frame may result in 

transaction parties accepting mitigation 

terms without conducting the requisite 

analysis and assessment. 

Several commenters also proposed 

alternatives to a standard three-day 

response time frame. Some of these 

commenters suggested that CFIUS 

impose a time frame not as a routine 

matter but only when, in the discretion 

of the Staff Chairperson, a fixed 

deadline is determined to be warranted 

by relevant circumstances, with 

extensions available upon request and 

as needed. For example, the Staff 

Chairperson might impose a deadline if 

prior interaction with the transaction 

parties has shown them to be 

insufficiently responsive. Commenters 

also suggested that the three-day time 

frame be extended to five business days, 

and one commenter suggested 10 

business days. To help resolve 

mitigation proposals in the time 

required by statute, one commenter 

suggested that a time frame be 

implemented for the Committee’s 

proposal of mitigation terms. 

Additionally, commenters expressed the 

view that rejection of a notice, the 

remedy for failure to respond in the 

time frame specified, would not be in 

the interest of national security, because 

removing the case from CFIUS review 

until the transaction parties refile the 

transaction would delay the 

implementation of effective mitigation 

measures. The commenters noted that 

this is most relevant for closed 

transactions, where an extant risk may 

be present and transaction parties are 

not as incentivized to finalize review of 

the transaction with CFIUS. One 

commenter suggested that rejection in 

this instance should require approval of 

a Secretary or Deputy Secretary from 

each CFIUS member agency, akin to the 

current requirement in CFIUS 

regulations with respect to a 15-day 

extension of the statutory investigation 

period in extraordinary circumstances. 

The commenters suggested that CFIUS 

utilize its existing authority to impose 

interim mitigation measures to address 

national security risk pending a 

finalized mitigation agreement. 

One commenter expressed the view 

that interim mitigation measures better 

address risks to national security that 

arise from closed transactions, and that 

such measures are also effective at 

addressing immediate national security 

risks that arise from pre-closing 


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transactions. Another commenter 

further cited to the Committee’s 

authority to impose mitigation measures 

(beyond interim measures) which, in the 

commenter’s view, is a more effective 

tool to facilitate efficient negotiation of 

mitigation agreements. 

In response to these comments, the 

final rule does not contain a three-day 

time frame for responding to mitigation 

proposals as a default rule in each 

instance the Committee sends 

mitigation terms to parties. Instead, it 

provides that the Staff Chairperson may 

impose a time frame of no fewer than 

three business days on a discretionary 

basis in consideration of certain factors 

identified in the regulations. As 

discussed in the preamble to the 

proposed rule, in CFIUS’s experience 

there have been instances in which 

transaction parties have been relatively 

less motivated to respond promptly to a 

mitigation proposal, and in some of 

those instances delayed responses have 

impeded the Committee’s ability to 

address national security risks and 

fulfill its statutory obligation to 

complete an investigation in 45 days. 

Based on that experience, allowing the 

Staff Chairperson, at their discretion, to 

impose a time frame for response to a 

mitigation proposal is warranted. In 

exercising that discretion, the Staff 

Chairperson may consider the nature of 

the transaction, the time remaining in 

the investigation, and the transaction 

parties’ past responsiveness, among 

other factors. This change from the 

proposed rule was made in 

consideration of the comments 

articulating specific challenges in 

negotiating effective mitigation terms 

that a U.S. business can operationalize 

within a three-day, broadly applicable 

time frame. Because CFIUS must 

coordinate input from subject matter 

experts and Committee staff across the 

nine member agencies, a time frame for 

CFIUS to provide mitigation proposals, 

as one commenter suggested, is 

similarly not feasible. The Committee 

recognizes the importance of allowing 

sufficient time for consideration and 

negotiation, and also appreciates that 

many transaction parties negotiate with 

the Committee expeditiously. However, 

there are some instances in which the 

timeliness of resolution is not a 

compelling motivation for the 

transaction parties, and it is in those 

situations that the Staff Chairperson 

may determine it appropriate to impose 

a time frame for a party’s response. 

Additionally, the final rule retains the 

proposal to allow CFIUS to reject a 

notice as a remedy for parties’ failure to 

respond to proposed mitigation terms in 

the time frame specified for two 

independent reasons. First, rejection is 

consistent with the Staff Chairperson’s 

existing authority to reject a notice for 

any of the reasons listed under 

§§ 800.504(a) and 802.504(a), including 

for a failure to provide follow-up 

information within three business days 

of CFIUS’s request. Approval by a 

Secretary or Deputy Secretary, as 

suggested by one commenter, would not 

be consistent with this existing rejection 

framework. Second, while rejection of 

the notice may not be an appropriate 

remedy in every instance of a missed 

deadline, as the commenters point out, 

there are circumstances in which 

rejection due to failure to substantively 

respond to a mitigation proposal within 

the specified time frame would be 

appropriate and in the interest of 

national security (for instance, where 

parties have not provided timely 

responses but are interested in receiving 

CFIUS approval in a timely manner). 

Accordingly, to account for the unique 

circumstances of each transaction, the 

authority of the Committee, acting 

through the Staff Chairperson, to reject 

the notice on this basis would be 

discretionary. 

In response to comments that CFIUS’s 

authority to impose conditions to 

mitigate national security risk is a better 

remedy than rejection for failure to 

respond to mitigation proposals, and 

that interim mitigation conditions are 

already an effective tool, the final rule 

makes no changes. However, when 

parties fail to respond to such proposals 

and when otherwise necessary, the 

Committee may exercise its existing 

authority under section 721(b)(2)(A) and 

(l)(3)(A) to impose and enforce any 

condition with any party to a covered 

transaction to mitigate any risk to the 

national security of the United States 

that arises as a result of a covered 

transaction. CFIUS has the authority to 

impose such measures on a final or 

interim basis at any point during a 

covered transaction’s review or 

investigation. For example, CFIUS may 

impose measures on the parties to a 

covered transaction to address specific 

national security concerns identified 

during the review or investigation of a 

covered transaction until such time that 

the Committee has concluded action. 

Pursuant to section 721(l)(1), CFIUS also 

has the authority to, on an interim basis, 

suspend a proposed or pending covered 

transaction that may pose a risk to the 

national security of the United States for 

such time as the covered transaction is 

under review or investigation. 

Conditions may also be imposed on a 

final basis for transactions prior to 

closing, as well as for completed 

transactions. CFIUS will consider the 

appropriateness and effectiveness of 

imposing conditions on an interim or 

final basis in determining whether to 

specify a time frame to respond to 

mitigation proposals. Any condition 

imposed would be based on a risk-based 

analysis conducted by the Committee 

and would be reasonably calculated to 

be effective, allow for compliance in an 

appropriately verifiable way, and enable 

effective monitoring of compliance with 

and enforcement of the terms of the 

condition. 

C. Civil Monetary Penalties—Sections 

800.901 and 802.901 

One commenter requested that the 

Treasury Department clarify the 

rationale for the increase in the 

maximum civil monetary penalty, and 

that the maximum not be increased to 

$5,000,000 in certain contexts. The 

commenter suggested that only 

transactions valued at less than 

$5,000,000 should be subject to a 

penalty up to $5,000,000 and that for 

transactions valued at $5,000,000 or 

more, where transaction value can serve 

as the maximum, the penalty maximum 

should not be revised or revised only 

modestly. With respect to imposing 

monetary penalties for breaches of a 

mitigation agreement, the commenter 

also expressed the view that most 

breaches occur due to human error or a 

lack of understanding of the mitigation 

terms. Alternatively, several 

commenters expressed support for 

increasing the penalty maximum. One 

commenter expressed support for a 

penalty up to $5,000,000, and two 

commenters suggested that the penalty 

maximum be higher than $5,000,000. 

The final rule makes no changes to the 

proposed text of §§ 800.901 and 802.901 

in response to these comments. 

Under the regulations being amended, 

CFIUS has the authority to impose a 

maximum civil monetary penalty of 

$250,000 for submission of a declaration 

or notice with a material misstatement 

or omission, or the making of a false 

certification. CFIUS also had the 

authority to impose a maximum civil 

monetary penalty of the greater of 

$250,000 or the value of the transaction 

for failure to file a mandatory 

declaration and for violating a material 

provision of a mitigation agreement, 

condition, or order. The Committee’s 

statutory penalty authority at section 

721(h)(2)(A) provides no maximum 

dollar amount. The current penalty 

maximum of $250,000 was established 

through regulations issued over 15 years 

ago and has never been adjusted. 

CFIUS’s experience in reviewing 

hundreds of transactions annually and 


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monitoring compliance with over 200 

national security agreements is that a 

higher maximum penalty for 

transactions of any size would be more 

effective to address the conduct that 

occurred and to deter future violations. 

Independent of that experience, as 

discussed in the proposed rule, some 

transactions have a low transaction 

value, which makes the value of the 

transaction an inadequate cap for an 

appropriate penalty. In response to the 

comment that most violations are 

unintentional, the Treasury Department 

notes that consistent with current 

practice, the finding of a violation will 

not necessarily lead to a monetary 

penalty. The maximum penalty will 

serve as an upper limit in cases where 

a penalty is appropriate; each penalty 

assessment will continue to be based on 

the nature of the violation; and CFIUS 

will continue to take into account the 

aggravating and mitigating factors 

surrounding the conduct (see the CFIUS 

Enforcement and Penalty Guidelines at 

87 FR 66220). 

D. Additional Comments Received 

One commenter expressed the view 

that the proposed rule would deter 

foreign investment into the United 

States. The Treasury Department notes 

that CFIUS operates within the United 

States’ longstanding open investment 

policy and focuses solely on the 

national security risks posed by 

transactions before it. Not all foreign 

direct investment in the United States is 

subject to CFIUS’s jurisdiction, and this 

rule does not change that jurisdiction or 

national security mandate. As such, the 

final rule makes no change in response 

to this comment. 

Additionally, over 700 comment 

submissions included duplicate or nearduplicate comments that broadly 

expressed support for CFIUS, including 

the expansion of CFIUS’s investigative 

capabilities and the Committee’s 

authority to impose penalties. Several of 

these submissions also included 

comments expressing views that are 

outside the scope of CFIUS and the 

proposed rule. For example, one 

commenter suggested that foreign 

investment into residential real estate 

should be curtailed to alleviate 

homelessness, and another suggested 

that large corporations should be broken 

up to benefit consumers. Two other 

comment submissions included 

comments on topics not addressed in 

the proposed rule. One commenter 

discussed their views regarding 

marijuana production in Maine, and 

another expressed views on the U.S. 

political system and increases in the 

cost of certain goods. In addition, one 

comment submission was a test 

comment with no other content. The 

final rule makes no changes in response 

to these comments. 

III. Applicability of Provisions 

The amendments published in this 

final rule will apply from the effective 

date set forth herein. Many of the 

provisions in this final rule pertain to 

CFIUS processes and will apply to all 

Committee actions after the effective 

date. For example, parties to a 

transaction not submitted to CFIUS will 

be required to provide requested 

information to enable the Committee to 

determine whether a transaction may 

raise national security considerations in 

connection with any information 

request the Committee makes pursuant 

to § 800.501(b)(1) after the effective date. 

Transaction parties currently subject to 

a mitigation agreement, condition, or 

order may be required to provide 

requested information to enable the 

Committee to monitor and enforce any 

agreement pursuant to § 800.801(a)(3) or 

§ 802.801(a)(3) after the effective date. 

For transactions already under review 

or investigation by the Committee at the 

time of the effective date of this final 

rule, the amendments to §§ 800.504 and 

802.504, which allow the Committee to 

impose deadlines for responses to 

proposed national security agreements, 

will not apply. So that transaction 

parties have sufficient notice of the new 

requirements, those sections will apply 

only to notices accepted by the 

Committee after the effective date. 

Similarly, the extended deadlines in 

§§ 800.901(f) and 802.901(e) will not 

apply to penalty notices and petitions 

pending at the time of the effective date. 

The 20-business-day deadline for 

responses and the Committee’s 

authority to extend such a time frame 

under compelling circumstances will 

apply to parties that receive a notice of 

penalty issued by CFIUS after the 

effective date. 

For transaction parties subject to a 

mitigation agreement, condition, or 

order as of the effective date of this final 

rule, the penalty provisions for a 

violation of such agreement, condition, 

or order in effect at the time of the 

agreement, condition, or order will 

continue to apply, as specified in 

§§ 800.901(c)(1) and (2) and 

802.901(b)(1), as amended. However, 

conduct by such parties that is not 

governed by an agreement, condition, or 

order, such as a material misstatement 

or omission made to the Committee, 

will be subject to enforcement under the 

regulations as amended by this final 

rule after the effective date. CFIUS may 

impose a maximum civil monetary 

penalty of $5,000,000 for any violation 

of any national security agreement 

executed after the effective date of the 

final rule. 

IV. Severability 

The provisions of this final rule are 

separate and severable from one 

another. If any provision of this rule is 

stayed or determined to be invalid, it is 

the Treasury Department’s intention 

that the remaining provisions shall 

continue in effect. Each of the 

amendments in this rule pertains to a 

different part of CFIUS’s process— 

including non-notified information 

requests, mitigation proposals during 

review and investigation, compliance 

monitoring, and penalty 

determinations—and the changes to 

each of these processes are not 

dependent on one another. 

V. Rulemaking Requirements 

Executive Order 12866 

This rule is not subject to the general 

requirements of Executive Order 12866, 

as amended, which covers review of 

regulations by the Office of Information 

and Regulatory Affairs in the Office of 

Management and Budget (OMB), 

because it relates to a foreign affairs 

function of the United States, pursuant 

to section 3(d)(2) of that order. In 

addition, this rule is not subject to 

review under section 6(b) of Executive 

Order 12866 pursuant to section 1(d) of 

the June 9, 2023, Memorandum of 

Agreement between the Treasury 

Department and OMB, which states that 

CFIUS regulations are not subject to 

OMB’s standard centralized review 

process under Executive Order 12866. 

Paperwork Reduction Act 

The collection of information 

contained in this rule has been 

previously submitted to the OMB for 

review in accordance with the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3507(d)) and approved under 

OMB Control Number 1505–0121. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a valid OMB Control Number. 

Regulatory Flexibility Act 

The Regulatory Flexibility Act (RFA) 

(5 U.S.C. 601 et seq.) generally requires 

an agency to prepare a regulatory 

flexibility analysis, unless the agency 

certifies that the rule will not, once 

implemented, have a significant 

economic impact on a substantial 

number of small entities. The RFA 

applies whenever an agency is required 

to publish a general notice of proposed 

rulemaking under section 553(b) of the 


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93184 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Rules and Regulations 

Administrative Procedure Act (APA) (5 

U.S.C. 553), or any other law. As set 

forth below, because regulations issued 

pursuant to the DPA, such as these 

regulations, are not subject to the 

rulemaking requirements of the APA or 

other law requiring the publication of a 

general notice of proposed rulemaking, 

the RFA does not apply. 

The final rule makes amendments to 

the regulations implementing section 

721 of the DPA (85 FR 3112 and 85 FR 

3158), which the Treasury Department 

previously determined would not 

significantly impact a substantial 

number of small entities. The 

amendments in this final rule do not 

change that analysis or determination. 

The Treasury Department also invited 

public comment on how the proposed 

rule would affect small entities and did 

not receive any specific comments on 

this topic. 

Congressional Review Act 

This final rule has been submitted to 

the OMB’s Office of Information and 

Regulatory Affairs, which has 

determined that the rule is not a 

‘‘major’’ rule under the Congressional 

Review Act. 

List of Subjects 

31 CFR Part 800 

Foreign investments in the U.S., 

Investment companies, Investments, 

Penalties, Reporting and recordkeeping 

requirements. 

31 CFR Part 802 

Foreign investments in the U.S., 

Investment companies, Investments, 

Land sales, National defense, Penalties, 

Public lands, Real property acquisition, 

Reporting and recordkeeping 

requirements. 

For the reasons set forth in the 

preamble, the Treasury Department 

amends 31 CFR parts 800 and 802 as 

follows: 

PART 800—REGULATIONS 

PERTAINING TO CERTAIN 

INVESTMENTS IN THE UNITED 

STATES BY FOREIGN PERSONS 

■ 1. The authority citation for part 800 

continues to read as follows: 

Authority: 50 U.S.C. 4565; E.O. 11858, as 

amended, 73 FR 4677. 

■ 2. Amend § 800.104 by revising 

paragraph (a) and adding paragraph (f) 

to read as follows: 

§ 800.104 Applicability rule. 

(a) Except as provided in paragraphs 

(b) through (f) of this section and 

otherwise in this part, the regulations in 

this part apply from February 13, 2020. 

* * * * * 

(f) Notwithstanding paragraphs (b) 

through (d) of this section, the 

amendments to this part published in 

the Federal Register on November 26, 

2024 apply from December 26, 2024. 

■ 3. Amend § 800.501 by revising 

paragraph (b) to read as follows: 

§ 800.501 Procedures for notices. 

* * * * * 

(b)(1) If the Committee determines 

that a transaction for which no 

voluntary notice or declaration has been 

submitted under this part, and with 

respect to which the Committee has not 

informed the parties in writing that the 

Committee has concluded all action 

under section 721, may be a covered 

transaction and may raise national 

security considerations, the Staff 

Chairperson, acting on the 

recommendation of the Committee, may 

request the parties to the transaction or 

other persons to provide to the 

Committee information necessary to 

determine whether the transaction is a 

covered transaction, whether the 

transaction may raise national security 

considerations, or, as appropriate, 

whether the transaction is a transaction 

for which a submission is or was 

required under § 800.401. 

(2) If the Committee determines that 

a transaction referred to under 

paragraph (b)(1) of this section is a 

covered transaction and may raise 

national security considerations, the 

Staff Chairperson, acting on the 

recommendation of the Committee, may 

request the parties to file a notice of 

such covered transaction under 

paragraph (a) of this section. 

* * * * * 

■ 4. Amend § 800.504 by: 

■ a. In paragraph (a)(3), removing the 

period at the end of the paragraph and 

adding a semicolon in its place; 

■ b. In paragraph (a)(4), removing ‘‘or’’ 

at the end of the paragraph; 

■ c. In paragraph (a)(5), removing the 

period at the end of the paragraph and 

adding ‘‘; or’’ in its place; 

■ d. Adding paragraph (a)(6); 

■ e. Redesignating paragraph (d) as 

paragraph (e); and 

■ f. Adding new paragraph (d). 

The additions read as follows: 

§ 800.504 Deferral, rejection, or disposition 

of certain voluntary notices. 

(a) * * * 

(6) Reject any voluntary notice at any 

time after the notice has been accepted, 

and so inform the parties promptly in 

writing, if the Committee has proposed 

risk mitigation terms, including 

revisions to such terms, and if the Staff 

Chairperson has imposed a time frame 

for responding to such terms as set forth 

in paragraph (d) of this section, to the 

party or parties that submitted the 

notice, and the party or parties have 

failed to substantively respond to such 

terms within the time frame specified. 

* * * * * 

(d) The Staff Chairperson may impose 

a time frame of no fewer than three 

business days for the party or parties to 

provide a substantive response to 

proposed risk mitigation terms, 

including revisions to such terms. The 

time frame may be extended if the 

parties so request in writing and the 

Staff Chairperson grants that request in 

writing. In determining whether to 

impose such a time frame, the Staff 

Chairperson may consider: 

(1) The statutory deadline for 

completing an investigation under 

section 721(b)(2)(C)(i); 

(2) The risk to the national security of 

the United States arising from the 

transaction; 

(3) The party’s or parties’ 

responsiveness to the Committee; 

(4) The nature of the transaction; 

(5) The appropriateness of 

suspending, or imposing conditions on, 

the transaction under section 721(l); and 

(6) Other such factors the Staff 

Chairperson may determine to be 

appropriate in connection with a 

specific transaction. 

* * * * * 

■ 5. Amend § 800.801 by revising the 

section heading and paragraph (a) to 

read as follows: 

§ 800.801 Obligation of parties or other 

persons to provide information. 

(a) This paragraph (a) sets forth 

requirements for parties to a transaction 

or other persons to provide information 

to the Staff Chairperson or requesting 

lead agency in the circumstances 

specified in paragraphs (a)(1) through 

(6) of this section. 

(1) Parties to a transaction that is 

notified or declared under subpart D or 

E of this part shall provide information 

to the Staff Chairperson that will enable 

the Committee to conduct a full 

assessment, review, and/or investigation 

of the transaction. 

(2) For a transaction for which no 

voluntary notice or declaration has been 

submitted and for which the Staff 

Chairperson has requested information 

as provided for in § 800.501(b), parties 

to the transaction or other persons shall 

provide information to the Staff 

Chairperson that will enable the 

Committee to determine: 


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(i) Whether the transaction is a 

covered transaction; 

(ii) Whether the transaction may raise 

national security considerations; or 

(iii) As appropriate, whether the 

transaction is a transaction for which a 

submission is or was required under 

§ 800.401. 

(3) Independent of any obligations 

under an agreement, condition, or order 

authorized under section 721(l), parties 

shall provide information to the Staff 

Chairperson or the requesting lead 

agency so as to enable the Committee to 

assess compliance with section 721 and 

the regulations in this part or to monitor 

compliance with, enforce or modify the 

terms of, or decide to terminate any 

agreement entered into, condition 

imposed, or order issued. 

(4) Any person that has submitted 

information to the Committee shall 

respond to requests from the Staff 

Chairperson for information to enable 

the Committee to determine whether the 

person made any material misstatement 

or omitted material information from 

any such submission. 

(5) Parties to a transaction that have 

filed information with the Committee 

shall promptly advise the Staff 

Chairperson of any material changes to 

such information. 

(6) If deemed appropriate by the 

Committee, the Staff Chairperson may 

obtain information from parties to a 

transaction or other persons through 

subpoena or otherwise, under the 

Defense Production Act, as amended (50 

U.S.C. 4555(a)). 

* * * * * 

■ 6. Amend § 800.901 by: 

■ a. Revising paragraph (a); 

■ b. In paragraph (b), removing 

‘‘$250,000’’ and adding in its place 

‘‘$5,000,000’’; and 

■ c. Revising paragraphs (c) and (f). 

The revisions read as follows: 

§ 800.901 Penalties and damages. 

(a)(1) Any person who submits a 

declaration or notice with a material 

misstatement or omission or makes a 

false certification under § 800.404, 

§ 800.405, or § 800.502 may be liable to 

the United States for a civil penalty not 

to exceed $5,000,000 per violation. 

(2) Any person who, in response to a 

request from the Staff Chairperson or a 

lead agency, submits to the Committee 

any information pursuant to 

§ 800.801(a)(2), (3), or (4) or (c) with a 

material misstatement or omission may 

be liable to the United States for a civil 

penalty not to exceed $5,000,000 per 

violation. This paragraph (a)(2) shall 

apply only with respect to responses to 

requests that were made in writing, 

specified a time frame for response, and 

indicated the applicability of this 

paragraph (a). 

(3) The amount of the penalty 

imposed for a violation as provided for 

in this paragraph (a) shall be based on 

the nature of the violation. 

* * * * * 

(c)(1) Any person who, after 

December 22, 2008, violates, 

intentionally or through gross 

negligence, a material provision of a 

mitigation agreement entered into before 

October 11, 2018, with, a material 

condition imposed before October 11, 

2018, by, or an order issued before 

October 11, 2018, by, the United States 

under section 721(l) may be liable to the 

United States for a civil penalty not to 

exceed $250,000 per violation or the 

value of the transaction, whichever is 

greater. For clarification, under the 

previous sentence, whichever penalty 

amount is greater may be imposed per 

violation, and the amount of the penalty 

imposed for a violation shall be based 

on the nature of the violation. 

(2) Any person who violates a 

material provision of a mitigation 

agreement entered into on or after 

October 11, 2018, and before December 

26, 2024, with, a material condition 

imposed on or after October 11, 2018, 

and before December 26, 2024, by, or an 

order issued on or after October 11, 

2018, and before December 26, 2024, by, 

the United States under section 721(l) 

may be liable to the United States for a 

civil penalty per violation not to exceed 

$250,000 or the value of the transaction, 

whichever is greater. For clarification, 

under the previous sentence, whichever 

penalty amount is greater may be 

imposed per violation, and the amount 

of the penalty imposed for a violation 

shall be based on the nature of the 

violation. 

(3)(i) Any person who violates a 

material provision of a mitigation 

agreement entered into on or after 

December 26, 2024, with, a material 

condition imposed on or after December 

26, 2024, by, or an order issued on or 

after December 26, 2024, by, the United 

States under section 721(l) may be liable 

to the United States for a civil penalty 

per violation not to exceed the greatest 

of: 

(A) $5,000,000; 

(B) The value of the person’s interest 

in the U.S. business (or, as applicable, 

the parent of the U.S. business) at the 

time of the transaction; 

(C) The value of the person’s interest 

in the U.S. business (or, as applicable, 

the parent of the U.S. business) at the 

time of the violation in question or the 

most proximate time to the violation for 

which assessing such value is 

practicable; or 

(D) The value of the transaction filed 

with the Committee. 

(ii) For clarification, under paragraphs 

(c)(3)(i)(A) through (D) of this section, 

whichever penalty amount is greatest 

may be imposed per violation, and the 

amount of the penalty imposed for a 

violation shall be based on the nature of 

the violation. 

* * * * * 

(f) Upon receiving notice of a penalty 

to be imposed under any of paragraphs 

(a) through (c) of this section, the 

subject person may, within 20 business 

days of receipt of such notice, submit a 

petition for reconsideration to the Staff 

Chairperson, including a defense, 

justification, or explanation for the 

conduct to be penalized. The Committee 

will review the petition and issue any 

final penalty determination within 20 

business days of receipt of the petition. 

The Staff Chairperson and the subject 

person may extend either such period 

through written agreement or, where 

there is a compelling circumstance and 

it is deemed appropriate by the 

Committee, the Staff Chairperson may 

extend either period by notifying the 

subject person in writing of the 

extended time frame. The Committee 

and the subject person may reach an 

agreement on an appropriate remedy at 

any time before the Committee issues 

any final penalty determination. 

* * * * * 

PART 802—REGULATIONS 

PERTAINING TO CERTAIN 

TRANSACTIONS BY FOREIGN 

PERSONS INVOLVING REAL ESTATE 

IN THE UNITED STATES 

■ 7. The authority citation for part 802 

continues to read as follows: 

Authority: 50 U.S.C. 4565; E.O. 11858, as 

amended, 73 FR 4677. 

■ 8. Amend § 802.104 by revising 

paragraph (a) and adding paragraph (c) 

to read as follows: 

§ 802.104 Applicability rule. 

(a) Except as provided in paragraphs 

(b) and (c) of this section and otherwise 

in this part, the regulations in this part 

apply from February 13, 2020. 

* * * * * 

(c) Notwithstanding paragraph (b) of 

this section, the amendments to this 

part published in the Federal Register 

on November 26, 2024 apply from 

December 26, 2024. 

■ 9. Amend § 802.501 by revising 

paragraph (b) to read as follows: 

§ 802.501 Procedures for notices. 

* * * * * 


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(b)(1) If the Committee determines 

that a transaction for which no 

voluntary notice or declaration has been 

submitted under this part, and with 

respect to which the Committee has not 

informed the parties in writing that the 

Committee has concluded all action 

under section 721, may be a covered 

real estate transaction and may raise 

national security considerations, the 

Staff Chairperson, acting on the 

recommendation of the Committee, may 

request the parties to the transaction or 

other persons to provide to the 

Committee information necessary to 

determine whether the transaction is a 

covered real estate transaction or 

whether the transaction may raise 

national security considerations. 

(2) If the Committee determines that 

a transaction referred to under 

paragraph (b)(1) of this section is a 

covered real estate transaction and may 

raise national security considerations, 

the Staff Chairperson, acting on the 

recommendation of the Committee, may 

request the parties to file a notice of 

such covered real estate transaction 

under paragraph (a) of this section. 

* * * * * 

■ 10. Amend § 802.504 by: 

■ a. In paragraph (a)(3), removing the 

period at the end of the paragraph and 

adding a semicolon in its place; 

■ b. In paragraph (a)(4), removing ‘‘or’’ 

at the end of the paragraph; 

■ c. In paragraph (a)(5), removing the 

period and adding ‘‘; or’’ in its place; 

■ d. Adding paragraph (a)(6); 

■ e. Redesignating paragraph (d) as 

paragraph (e); and 

■ f. Adding new paragraph (d). 

The additions read as follows: 

§ 802.504 Deferral, rejection, or disposition 

of certain voluntary notices. 

(a) * * * 

(6) Reject any voluntary notice at any 

time after the notice has been accepted, 

and so inform the parties promptly in 

writing, if the Committee has proposed 

risk mitigation terms, including 

revisions to such terms, and if the Staff 

Chairperson has imposed a time frame 

for responding to such terms as set forth 

in paragraph (d) of this section, to the 

party or parties that submitted the 

notice and the party or parties have 

failed to substantively respond to such 

terms within the time frame specified. 

* * * * * 

(d) The Staff Chairperson may impose 

a time frame of no fewer than three 

business days for the party or parties to 

provide a substantive response to 

proposed risk mitigation terms, 

including revisions to such terms. The 

time frame may be extended if the 

parties so request in writing and the 

Staff Chairperson grants that request in 

writing. In determining whether to 

impose such a time frame, the Staff 

Chairperson may consider: 

(1) The statutory deadline for 

completing an investigation under 

section 721(b)(2)(C)(i); 

(2) The risk to the national security of 

the United States arising from the 

transaction; 

(3) The party’s or parties’ 

responsiveness to the Committee; 

(4) The nature of the transaction; 

(5) The appropriateness of 

suspending, or imposing conditions on, 

the transaction under section 721(l); and 

(6) Other such factors the Staff 

Chairperson may determine to be 

appropriate in connection with a 

specific transaction. 

* * * * * 

■ 11. Amend § 802.801 by revising the 

section heading and paragraph (a) to 

read as follows: 

§ 802.801 Obligation of parties or other 

persons to provide information. 

(a) This paragraph (a) sets forth 

requirements for parties to a transaction 

or other persons to provide information 

to the Staff Chairperson or requesting 

lead agency in the circumstances 

specified in paragraphs (a)(1) through 

(6) of this section. 

(1) Parties to a transaction that is 

notified or declared under subpart D or 

E of this part shall provide information 

to the Staff Chairperson that will enable 

the Committee to conduct a full 

assessment, review, and/or investigation 

of the transaction. 

(2) For a transaction for which no 

voluntary notice or declaration has been 

submitted and for which the Staff 

Chairperson has requested information 

as provided for in § 802.501(b), parties 

to the transaction or other persons shall 

provide information to the Staff 

Chairperson that will enable the 

Committee to determine whether the 

transaction is a covered real estate 

transaction or whether the transaction 

may raise national security 

considerations. 

(3) Independent of any obligations 

under an agreement, condition, or order 

authorized under section 721(l), parties 

shall provide information to the Staff 

Chairperson or the requesting lead 

agency so as to enable the Committee to 

assess compliance with section 721 and 

the regulations in this part or to monitor 

compliance with, enforce or modify the 

terms of, or decide to terminate any 

agreement entered into, condition 

imposed, or order issued. 

(4) Any person that has submitted 

information to the Committee shall 

respond to requests from the Staff 

Chairperson for information to enable 

the Committee to determine whether the 

party made any material misstatement 

or omitted material information from 

any such submission. 

(5) Parties to a transaction that have 

filed information with the Committee 

shall promptly advise the Staff 

Chairperson of any material changes to 

such information. 

(6) If deemed appropriate by the 

Committee, the Staff Chairperson may 

obtain information from parties to a 

transaction or other persons through 

subpoena or otherwise, under the 

Defense Production Act, as amended (50 

U.S.C. 4555(a)). 

* * * * * 

■ 12. Amend § 802.901 by revising 

paragraphs (a), (b), and (e) to read as 

follows: 

§ 802.901 Penalties and damages. 

(a)(1) Any person who submits a 

declaration or notice with a material 

misstatement or omission or makes a 

false certification under § 802.402, 

§ 802.403, or § 802.502 may be liable to 

the United States for a civil penalty not 

to exceed $5,000,000 per violation. 

(2) Any person who, in response to a 

request from the Staff Chairperson or a 

lead agency, submits to the Committee 

any information pursuant to 

§ 802.801(a)(2), (3), or (4) or (c), with a 

material misstatement or omission may 

be liable to the United States for a civil 

penalty not to exceed $5,000,000 per 

violation. This paragraph (a)(2) shall 

apply only with respect to responses to 

requests that were made in writing, 

specified a time frame for response, and 

indicated the applicability of this 

paragraph (a). 

(3) The amount of the penalty 

imposed for a violation as provided for 

in this paragraph (a) shall be based on 

the nature of the violation. 

(b)(1) Any person who violates a 

material provision of a mitigation 

agreement entered into on or after 

February 13, 2020, and before December 

26, 2024, with, a material condition 

imposed on or after February 13, 2020, 

and before December 26, 2024, by, or an 

order issued on or after February 13, 

2020, and before December 26, 2024, by, 

the United States under section 721(l) 

may be liable to the United States for a 

civil penalty per violation not to exceed 

$250,000 or the value of the transaction, 

whichever is greater. For clarification, 

under the previous sentence, whichever 

penalty amount is greater may be 

imposed per violation, and the amount 

of the penalty imposed for a violation 

shall be based on the nature of the 

violation. 


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Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Rules and Regulations 93187 

(2)(i) Any person who violates a 

material provision of a mitigation 

agreement entered into on or after 

December 26, 2024, with, a material 

condition imposed on or after December 

26, 2024, by, or an order issued on or 

after December 26, 2024, by, the United 

States under section 721(l) may be liable 

to the United States for a civil penalty 

per violation not to exceed the greatest 

of: 

(A) $5,000,000; 

(B) The value of the person’s interest 

in the covered real estate (or, as 

applicable, the owner of the covered 

real estate) at the time of the transaction; 

(C) The value of the person’s interest 

in the covered real estate (or, as 

applicable, the owner of the covered 

real estate) at the time of the violation 

in question or the most proximate time 

to the violation for which assessing such 

value is practicable; or 

(D) The value of the transaction filed 

with the Committee. 

(ii) For clarification, under paragraphs 

(b)(2)(i)(A) through (D) of this section, 

whichever penalty amount is greatest 

may be imposed per violation, and the 

amount of the penalty imposed for a 

violation shall be based on the nature of 

the violation. 

* * * * * 

(e) Upon receiving notice of a penalty 

to be imposed under any of paragraphs 

(a) through (c) of this section, the 

subject person may, within 20 business 

days of receipt of such notice, submit a 

petition for reconsideration to the Staff 

Chairperson, including a defense, 

justification, or explanation for the 

conduct to be penalized. The Committee 

will review the petition and issue any 

final penalty determination within 20 

business days of receipt of the petition. 

The Staff Chairperson and the subject 

person may extend either such period 

through written agreement or, where 

there is a compelling circumstance and 

if it is deemed appropriate by the 

Committee, the Staff Chairperson may 

extend either period by notifying the 

subject person in writing of the 

extended time frame. The Committee 

and the subject person may reach an 

agreement on an appropriate remedy at 

any time before the Committee issues 

any final penalty determination. 

* * * * * 

Paul M. Rosen, 

Assistant Secretary for Investment Security. 

[FR Doc. 2024–27310 Filed 11–25–24; 8:45 am] 

BILLING CODE 4810–AK–P 

ENVIRONMENTAL PROTECTION 

AGENCY 

40 CFR PART 52 

[EPA–HQ–OAR–2021–0863; EPA–R03– 

OAR–2023–0179; FRL–12161–02–OAR] 

Excess Emissions During Periods of 

Startup, Shutdown, and Malfunction; 

Partial Withdrawals of Findings of 

Failure To Submit State 

Implementation Plan (SIP) 

AGENCY: Environmental Protection 

Agency (EPA). 

ACTION: Direct final action. 

SUMMARY: The Environmental Protection 

Agency (EPA) is taking direct final 

action to partially withdraw two final 

actions finding that 13 States and/or 

local air pollution control agencies 

failed to submit State Implementation 

Plan (SIP) revisions required by the 

Clean Air Act (CAA) in a timely manner 

to address the EPA’s 2015 findings of 

substantial inadequacy and ‘‘SIP calls’’ 

for provisions applying to excess 

emissions during periods of startup, 

shutdown, and malfunction (SSM). This 

final action would render no longer 

applicable certain CAA deadlines for 

the EPA to impose sanctions if a State 

does not submit a complete SIP revision 

addressing the outstanding 

requirements and to promulgate a 

Federal Implementation Plan (FIP). 

Concurrently, the EPA is also issuing a 

parallel proposal of this withdrawal 

action. See the proposed action 

published in the Proposed Rules section 

of this issue of the Federal Register. 

DATES: This action is effective on 

January 10, 2025, without further notice, 

unless the EPA receives significant 

adverse comment by December 26, 

2024. If significant adverse comments 

are received on the accompanying 

proposed action, the EPA will publish a 

timely withdrawal of this direct final 

action in the Federal Register. If the 

direct final action is withdrawn, all 

comments will be addressed in a 

subsequent final action based on the 

accompanying proposed action. The 

EPA will not institute a second 

comment period pertaining to the 

revisions on the subsequent final action. 

Any parties interested in commenting 

should do so at this time. 

ADDRESSES: You may send comments, 

identified by Docket ID Nos. EPA–HQ– 

OAR–2021–0863 and EPA–R03–OAR– 

2023–0179, by any of the following 

methods: 

• Federal eRulemaking Portal: 

https://www.regulations.gov/ (our 

preferred method). Follow the online 

instructions for submitting comments. 

• Email: a-and-r-Docket@epa.gov. 

Include Docket ID Nos. EPA–HQ–OAR– 

2021–0863 and EPA–R03–OAR–2023– 

0179. 

• Fax: (202) 566–9744 

• Mail: U.S. Environmental 

Protection Agency, EPA Docket Center, 

Mail Code 28221T, 1200 Pennsylvania 

Avenue NW, Washington, DC 20460. 

• Hand Delivery or Courier: EPA 

Docket Center, WJC West Building, 

Room 3334, 1301 Constitution Avenue 

NW, Washington, DC 20004. The Docket 

Center’s hours of operations are 8:30 

a.m. to 4:30 p.m., Monday–Friday 

(except Federal Holidays). 

Instructions: All submissions received 

must include the Docket ID No. for this 

rulemaking. Comments received may be 

posted without change to https://

www.regulations.gov, including 

personal information provided. For 

detailed instructions on sending 

comments and additional information 

on the rulemaking process, see the 

‘‘Public Participation’’ heading of the 

SUPPLEMENTARY INFORMATION section of 

this document. 

FOR FURTHER INFORMATION CONTACT: 

General questions concerning this 

notice should be addressed to, Sydney 

Lawrence, Office of Air Quality 

Planning and Standards, Air Quality 

Policy Division, 109 T.W. Alexander 

Drive, Research Triangle Park, NC 

27711; by telephone (919) 541–4768; or 

by email at lawrence.sydney@epa.gov. 

SUPPLEMENTARY INFORMATION: 

I. General Information 

A. How is the preamble organized? 

The information presented in this 

preamble is organized as follows: 

Table of Contents 

I. General Information 

A. How is the preamble organized? 

B. Why is the EPA issuing a direct final 

action and parallel proposed action? 

C. Written Comments 

D. How can I get copies of this document 

and other related information? 

E. Where do I go if I have specific air 

agency questions? 

II. Background 

III. Partial Withdrawals of Findings of Failure 

To Submit for Air Agencies That Failed 

To Make a SIP Submittal To Address 

EPA’s 2015 SSM SIP Action 

IV. Consequences of Partial Withdrawals of 

Findings of Failure To Submit and 

Remaining Air Agency Obligations 

V. Statutory and Executive Order Reviews 

A. Executive Order 12866: Regulatory 

Planning and Executive Order 13563: 

Improving Regulation and Regulatory 

Review 

B. Executive Order 13771: Reducing 

Regulations and Controlling Regulatory 

Costs 


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