Treasury Proposes Outbound Investment Rules Under the COINS Act
Treasury's October 22, 2026 NPRM would extend notification and prohibition regimes to certain foreign investments in critical technologies, putting deal diligence and structuring on notice for U.S. investors.
On October 22, 2026, the U.S. Department of the Treasury issued a Notice of Proposed Rulemaking to implement the Comprehensive Outbound Investment National Security (COINS) Act, building out the first U.S. outbound investment screening program. As described in Orrick's client alert, the proposal would make certain covered transactions — identified by reference to critical technology areas and countries of concern — subject to either mandatory notification to Treasury or outright prohibition, with reach to private equity funds, corporate strategic investors and other covered U.S. persons. Because this is a proposal, the operative details that matter most in practice remain unsettled: which sectors and jurisdictions are on the covered list, filing and ownership thresholds, treatment of pending and grandfathered deals, the civil penalty structure, and the effective date. The summary reviewed here does not confirm the NPRM's specific sector or country designations, so those should be verified against the published text.
Why sophisticated counsel and clients should care: outbound investment rules sit upstream of deal formation, affecting diligence on beneficial ownership and control, deal conditionality, and allocation of regulatory risk in JV and fund structures. Watch for the final rule, comment deadlines, and any conforming CFIUS changes.