Strategic regulatory clearance and compliance frameworks for cross-border investments, high-value M&A transactions, and capital markets activity.
As the regulatory landscape becomes increasingly aggressive, executing a successful merger, acquisition, or major investment round requires more than just good deal economics. Transactions are now heavily scrutinized by the FTC and DOJ for antitrust concerns, by the SEC for securities law violations, and by the Committee on Foreign Investment in the United States (CFIUS) for national security risks. Failing to secure the necessary regulatory clearances can result in delayed closings, forced divestitures, or abandoned deals.
At Ishimbayev Law Firm, we guide funds, foreign investors, and domestic operating companies through this complex web of federal oversight. We proactively assess regulatory triggers before a deal is signed and help manage the review process with an eye toward timing, disclosure, and closing risk.
Assessing whether an investment triggers mandatory or voluntary CFIUS jurisdiction under FIRRMA, drafting Declarations or full Notices, and negotiating national security mitigation agreements.
Conducting “Size of Transaction” and “Size of Person” tests to determine Hart-Scott-Rodino (HSR) pre-merger notification requirements, and managing the filing process with the FTC and DOJ.
Managing SEC compliance for investors crossing critical ownership thresholds, including the preparation and filing of Schedule 13D and 13G, as well as Section 16 reporting (Forms 3, 4, and 5).
Developing and implementing robust insider trading policies, Rule 10b5-1 trading plans, and restricted list procedures to protect the company and its executives from SEC enforcement.
During the term sheet or early due diligence phase, we analyze the transaction structure, target company sector (e.g., Critical Tech, Data), and buyer identity to identify all regulatory hurdles.
We prepare carefully structured filings designed to present the facts clearly and efficiently, while being mindful of issues that can lead to follow-up questions or longer reviews.
Once clearance is obtained or the filing path is resolved, we help clients think through any ongoing compliance, governance, or post-closing conditions that may apply.
Foreign direct investment into the U.S. continues to receive close scrutiny. We help clients navigate CFIUS issues, foreign LP structuring questions, and cross-border M&A with attention to both regulatory process and deal economics.
Regulatory reviews shouldn’t dictate your deal timeline. We anticipate HSR and CFIUS bottlenecks early in the transaction lifecycle, structuring closing mechanics and drop-dead dates that account for statutory waiting periods without alarming your counterparties.
We do not view antitrust, securities, and national security laws in a vacuum. Because we understand the broader transaction and fund-formation context, we help clients think through those issues together so that addressing one set of requirements does not create avoidable issues elsewhere in the deal.
The thresholds for antitrust enforcement and national security reviews are constantly shifting. We stay ahead of regulatory policy changes, providing our clients with pragmatic, up-to-date counsel rather than relying on outdated legal precedents.
CFIUS has jurisdiction to review any transaction that could result in foreign control of a U.S. business. Furthermore, under recent rules (FIRRMA), CFIUS can review non-controlling foreign investments in U.S. businesses involved in critical Technology, Infrastructure, or Data (TID). Depending on the specifics, filing a notification may be strictly mandatory.
The Hart-Scott-Rodino (HSR) Act can require parties to certain acquisitions, mergers, or other transactions to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) and observe a waiting period before closing. Whether a filing is required depends on the size of the transaction, the size-of-person test where applicable, and available exemptions. The thresholds are adjusted annually; for 2026, the baseline size-of-transaction threshold is $133.9 million.
Under the Securities Exchange Act, any person or group that acquires beneficial ownership of more than 5% of a voting class of a public company’s equity securities must file a disclosure with the SEC. Schedule 13G is a shorter version available for passive investors, while 13D is required for those who may intend to influence or control the company.
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