CFIUS Review Resumes Following DHS Funding

Key Takeaways

• The President’s signing of Department of Homeland Security (DHS) funding legislation on April 30, 2026, ended the 76-day partial government shutdown and begins CFIUS’s path back to normal operations. CFIUS clocks are no longer being tolled, and it will begin accepting new filings.
• CFIUS continued substantive analysis of already-accepted filings during the shutdown but did not accept any new filings, creating a significant backlog that will affect review timelines going forward.
• CFIUS has been confirming the new statutory deadlines applicable to matters that were already on the clock at the time of the shutdown.
• It will likely take several months for the post-shutdown backlog to clear and for CFIUS to return to pre-shutdown levels of predictability for initiating reviews.
• The backlog increases the likelihood that, until Fall, new filings will take longer to be accepted, notices will be pushed into the investigation phase, and declarations will be resolved with a no-action letter or a request for a long-form notice.

End of the partial shutdown. On April 30, 2026, the President signed legislation funding the Department of Homeland Security, bringing the 76-day partial government shutdown to an end. The partial shutdown had caused the tolling of all deadlines imposed on the Committee on Foreign Investment in the United States (CFIUS). During the shutdown, CFIUS continued to progress its analysis of filings that it had accepted before the partial shutdown began, though at a slower pace. It did not accept any new filings for the duration of the partial shutdown. 

Restarting the clocks. As a result of the funding deal, CFIUS has resumed operations. For matters that were already on the clock, CFIUS has started notifying parties of updated statutory deadlines. This date should reflect the date after April 30, 2026, that is equal to the number of days that were left in the statutory period as of February 14, when the shutdown began. In other words, if a review had 15 days left as of February 14, then the end of the review period would now be May 15.

Silver lining for cases already accepted. CFIUS continued its substantive analysis off-the-clock during the shutdown for already-accepted transactions, increasing the likelihood that such transactions receive approvals before their statutory deadlines. However, some parties may still have to wait until the statutory deadlines to receive approval due to the backlog caused by the prolonged shutdown. Regardless, parties will have greater certainty as to when CFIUS will complete its reviews. 

Additional delays for cases submitted but not yet accepted. For complete filings submitted during the shutdown, regulations dictate that CFIUS must initiate a review within 10 business days where the parties have stipulated to jurisdiction. Given the expected volume of pending matters and practical resource constraints, it remains uncertain how strictly that timing will be observed. If CFIUS does adhere to this requirement, that may compound the backlog challenge, as too many cases bunching together in the pipeline could prompt CFIUS to later push notices from the review phase into the investigation phase, or to resolve declarations with a no-action letter or a request for a notice.

New filings. The backlog for cases not already on-the-clock will take time to resolve. Given that deadlines were formally tolled, and CFIUS did not initiate the reviews for transactions for an unprecedented 76 days, it will likely take through the summer for CFIUS to clear the backlog of transactions filed during the shutdown, meaning that parties should expect (i) longer wait times for CFIUS to provide comments on drafts and initiate reviews for filings; (ii) an increased likelihood that long-form “notices” require the second-stage investigation and, if mitigation is required, potential refiling; and (iii) greater odds that short-form “declarations” receive no-action letters. We do not expect CFIUS’s operations to return to pre-shutdown levels of predictability until Fall.

National security considerations may support discretion in sequencing new case starts. CFIUS case updates have included a statement that it will process matters “in accordance with law, regulation, and the national security interest of the United States.” This may be to retain discretion to manage case starts based on more than submission order. Treasury may stagger complex matters to avoid overloading agencies and consider the urgency of cases. In practice, that may mean a combination of starting lower-risk, easier-to-process cases out of order; spacing out complex cases that share co-leads; and prioritizing cases that present particular national security urgency.

DHS-linked cases may face localized processing constraints. Although tolling has generally ended, CFIUS has noted that funding lapses continue to affect parts of DHS, which may slow a limited number of cases. This is most likely where DHS is co-lead and an affected component has unique subject-matter expertise or equities in the transaction. Accordingly, two cases submitted at the same time may see different start timelines, depending on the availability of the relevant DHS reviewers.

For more guidance on how the government shutdown may affect your transactions, please contact our CFIUS team with any questions or inquiries.