Treasury Proposes Major Expansion of COINS Act Outbound Investment Rules
Treasury's October 22, 2026 notice of proposed rulemaking to implement the COINS Act would materially widen US national-security screening of outbound investment, reshaping diligence for cross-border deals in sensitive technology.
On October 22, 2026, the US Treasury issued a notice of proposed rulemaking to implement the Comprehensive Outbound Investment National Security Act of 2025 (COINS Act), enacted December 18, 2025. The proposal is Treasury's first rulemaking-level signal on the outbound investment program; the source report does not detail covered sectors or transaction types, so counsel should read the NPRM itself before relying on summaries.
Why it matters: outbound investment review adds a pre-closing regulatory gate to deals firms often diligence only for antitrust, foreign investment and export-control reasons. If the proposal widens covered sectors or transaction types, private equity funds, strategic acquirers and sovereign investors face longer timetables, notice obligations and penalty exposure for non-compliance, and counterparties and lenders will demand representations on US outbound investment coverage well before closing.
Next to watch: the comment period and any hearings; the final rule's treatment of covered technology definitions, covered investors including funds and affiliates, and any grandfathering or safe-harbor mechanics; and coordination with separate export-control and foreign-investment regimes. Dealmakers should add outbound investment screening to closing checklists now.