An advanced-technology transaction may begin as an investment decision, but the movement of capital is often only one part of the relationship being created. Governance rights, technical briefings, engineering collaboration, source-code access, cloud credentials, model access and technology licensing can place different aspects of the same transaction before two agencies applying different legal tests.

If your organization is:

• Acquiring, investing in or forming a joint venture with an AI, semiconductor or quantum-technology company
• Evaluating minority investments, fund interests, convertible debt or foreign expansion projects
• Providing investors with governance rights, technical information or post-closing collaboration opportunities

You need to know which questions belong to Treasury, which belong to Commerce and why one agency’s answer does not resolve the other’s analysis, and how to explain the risks to your senior leadership, business development, and engineering teams.

Participants will learn how practitioners separate the investment from the technology relationship, identify the facts that matter to each agency and convert a complex transaction into clear, defensible advice for Corporate Development, investment teams and business leadership.

The masterclass follows the full lifecycle of an advanced-technology transaction. It begins with Treasury’s review of the parties, ownership structure, covered activities and investment; moves through the technical diligence needed to understand what the company actually does; and then examines the technology access, information flows and collaboration rights that may trigger separate Commerce requirements. The program also addresses COINS and regulatory transition.

Created by trade compliance professionals and legal experts and presented through tightly organized prerecorded modules, the program packages a complicated intersection of investment and export-control requirements into a resource you can revisit as transactions, technologies and regulations change.

During the webcast, instructors will post survey questions and be available to attendees through chat. Once the webcast has concluded, they will go live to answer your questions. Please Note: this segment is not recorded and is organized under Chatham House Rule.

After the masterclass, you’ll receive:

• The prerecorded learning modules and chatlog from the webcast
• Expert-crafted instructional materials and analytical tools, including decision frameworks, intake questionnaires, access checklists and review matrices

Organized by subject, the materials make it easy to locate the relevant guidance when a new question arises!

Masterclass Curriculum

Module 1. Treasury’s Question—Should U.S. Capital Flow to This Company?: Work through the OISP framework for U.S. persons, covered foreign persons, covered countries and prohibited, notifiable or excepted transactions. Learn how ownership, control, parents, subsidiaries, affiliates and beneficial ownership affect acquisitions, minority investments, fund interests, convertible debt, joint ventures and foreign expansion projects.

Module 2. What Does the Company Actually Do?: Build the technical foundation required for both agencies’ analyses. Examine covered activities involving artificial intelligence, semiconductors, microelectronics and quantum technologies; evaluate incomplete or inconsistent disclosures; identify public-information red flags; and document reasonable diligence, knowledge and assumptions as technologies and business models change.

Module 3. Commerce’s Question—What Happens Because We Made the Investment?: Evaluate the technology relationship created by the transaction, including licensing, source-code access, technical information, engineering assistance, cloud and repository access, model access, observer rights and technical committee participation. Learn why an investment may be permitted while the resulting technology transfer, access or collaboration requires separate authorization or remains prohibited.

Module 4. COINS, Regulatory Change & the Future of Transaction Review: Separate current Part 850 requirements from enacted provisions that depend on future implementation. Address transactions under review, phased funding, follow-on investments, changing technical thresholds and evolving company activities while maintaining a clear distinction between what applies now and what may apply later.

Module 5. Building a Defensible Transaction-Review Process: Create a transaction-based model that addresses investment questions and technology questions before capital is committed. Determine when Trade should become involved, what ownership and technical information to collect, how to document diligence and agency-specific conclusions, and which post-closing changes should trigger reassessment.

The Masterclass Series also prepares attendees to get more value from the in-person Forum by establishing a common baseline for the deeper, operator-focused discussions that follow.

Join us the evening of March 16th for “Office Hours” at an intimate location near the conference venue. Meet and greet masterclass instructors and build connections with fellow attendees before the conference begins!