Foreign Ownership of Real Estate: New Rules from CFIUS

Holland & Knight LLP

Holland & Knight LLP


  • The Committee on Foreign Investment in the United States (CFIUS) recently published proposed rules governing the foreign acquisition and ownership of real estate, with far-reaching consequences for both real estate purchasers and would-be landlords to the federal government.
  • Comments on the proposed regulations are due by Oct. 17, 2019, but it is expected that the proposed rule will likely be adopted as the final rule with minor alterations.
  • This Holland & Knight alert addresses the recent changes introduced by Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) and the proposed CFIUS rules with respect to foreign acquisition of real estate, which will affect a large number of real estate transactions.

The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) amended the rules governing the Committee on Foreign Investment in the United States (CFIUS) to provide the Committee with the authority to review minority foreign investments in certain U.S. businesses, as well as certain real estate transactions, departing from the traditional focus on foreign control over a U.S. business. FIRRMA also mandated that CFIUS issue new rules governing the scope of its review authority. On Sept. 17, 2019, CFIUS published proposed rules governing the foreign acquisition and ownership of real estate, with far-reaching consequences for both real estate purchasers and would-be landlords to the federal government. Comments on the proposed regulations are due by Oct. 17, 2019, and may be submitted on CFIUS is considering holding a public teleconference to discuss these regulations; information about this teleconference may be found on the Treasury Department website.

At a high level, the changes introduced by FIRRMA and the proposed rules are: 1) FIRRMA and the proposed rules expand CFIUS jurisdiction with respect to real estate, particularly undeveloped land, and allow CFIUS to make forecasts about future use of undeveloped land; 2) the proposed rules create a set of exceptions, including a new category of excepted real estate investors, favoring U.S. close allies with established investment risk reviews and compliance records; 3) a real estate covered transaction will not trigger a mandatory filing requirement; 4) parties may choose between a short-form declaration and a complete notice, each of which could result in CFIUS concluding all actions under Section 721 of the Defense Production Act; and 5) the CFIUS reform with respect to real estate transactions builds on a trend from the last few years of increased scrutiny in leasing office space from foreign owned or controlled lessors by CFIUS and the federal government.

This Holland & Knight alert addresses the recent changes to the laws governing foreign acquisition of real estate in several parts. Part I describes the current state of the law, with an analysis of the federal government's increased scrutiny of foreign acquisition of U.S. real estate in recent years; Part II analyzes the new rules governing CFIUS expanded jurisdiction over real estate transactions; and Part III discusses the new controls of foreign ownership of federally leased properties.

I. A Brief History of CFIUS Increased Scrutiny of Real Estate

Congress established CFIUS in 1975, with a mandate to review and – if necessary – block any "covered transactions" involving the acquisition of U.S. businesses that would result in foreign control and might pose a threat to U.S. national security. 50 U.S.C. §4565 et seq. Under the old standard, a "covered transaction" was any transaction that was proposed, pending or concluded by, or with, any foreign person, which could result in control of a U.S. business by a foreign person.

Before the passage of FIRRMA, CFIUS had only limited authority to review real estate transactions. Covered transactions could include the purchase of real estate, but only when such real estate constituted a "U.S. business." For example, the sale of leased property that generates revenue could be determined to be a covered transaction, and indeed that was how CFIUS approached its early real estate oversight responsibilities. Purchases of undeveloped and unleased property were outside the scope of CFIUS jurisdiction.

The first high-profile CFIUS investigation focusing on proximity to a sensitive government facility as opposed to the acquired business itself was the 2012 Ralls Corp. acquisition of a windfarm in Oregon located within a few miles of a U.S. Navy base where the Navy conducted drone tests. The parties did not file with CFIUS until after closing, and only at the direction of CFIUS. On Sept. 28, 2012, President Barack Obama issued an order requiring Ralls, a Chinese-owned entity, to divest itself of ownership of the windfarm within 90 days, and blocked the use of any wind turbines manufactured by Ralls at the sites in question. Furthermore, Ralls was instructed to hire an independent third party, approved by CFIUS, to remove any installations on the land under CFIUS supervision. The unstated concern was that the windfarm was too close to the Navy base and could be used for espionage on Navy operations.

In 2014, the Chinese-owned Anbag Insurance Group purchased the Waldorf Astoria hotel in New York. Learning from the Ralls decision, the parties submitted voluntarily to CFIUS review. Waldorf Astoria serves as the official residence of the U.S. ambassador to the United Nations, and also serves as an unofficial meeting place for diplomats from around the world in town for UN business. In February 2015, CFIUS approved the acquisition.

More recently, in 2017, COSCO Shipping Holdings Co., Ltd. (COSCO), a Chinese shipping company, filed with CFIUS, seeking approval for the acquisition of a controlling interest in Hong Kong-based ocean container shipping company Orient Overseas International Ltd. (OOIL). OOIL had a long-term concession for the operation of a container terminal in Long Beach, California. CFIUS ultimately approved the acquisition on the condition that ownership of the Long Beach terminal would be transferred to a trust whose principal trustee was a U.S. citizen for the purpose of selling to an approved third party.

In all three cases, CFIUS adopted the standard of close proximity to a sensitive facility, either directly occupied by the U.S. government, or being part of a major port. This has become the basis for the expanded CFIUS jurisdiction introduced by FIRRMA.

II. FIRRMA and the CFIUS Proposed Rules Affecting Real Estate Transactions

FIRRMA provided CFIUS with the authority to review real estate transactions – to include leases, sales, and concessions – assuming such transactions involve air or maritime ports or properties that are in "close proximity" to sensitive U.S. government facilities. The proposed rules implement the FIRRMA changes.1 While these are only "proposed" rules, and CFIUS invited the public to comment, it is very likely that the proposed rule with minor, clarifying alterations will become the final version of the rule. The final rule will take effect no later than Feb. 13, 2020.

The proposed rules on real estate transactions follow in structure the existing CFIUS regulations at 31 C.F.R. Part 800. This section summarizes some of the most important changes introduced by FIRRMA and developed in the proposed rules.

A. Covered Real Estate Transactions

Prior to FIRRMA, CFIUS had jurisdiction to review foreign investments in U.S. real estate only in situations of acquisitions resulting in foreign control over a U.S. business. Under FIRRMA, CFIUS jurisdiction is expanded to include transactions involving the purchase or lease by, or a concession to, a foreign person of certain real estate in the United States, even in transactions in which there is no accompanying investment in a U.S. business.

The proposed rule defines "Covered Real Estate Transactions" as any purchase or lease by, or concession to, a foreign person of covered real estate that 1) is, is located within, or will function as part of, an airport or maritime port; or 2) is located within certain proximity of specific military installations or other U.S. government sensitive facilities, and that affords the foreign person at least three of the following property rights, "whether or not shared concurrently" with another party:

a. to physically access the real estate

b. to exclude others from physical access to the real estate

c. to improve or develop the real estate, or
d. to attach fixed or immovable structures or objects on the real estate2, 3

1. Airport or Maritime Port. The proposed rule defines "airport"4 in two ways a) in reference to annual data reported by the Federal Aviation Administration, as any "large hub airport," as defined in 49 U.S.C. 401025, or any airport with annual aggregate all-cargo landed weight greater than 1.24 billion pounds; or b) any "joint use airport," as defined in 49 U.S.C. 471756 that has at least 1.0 percent of the passenger boardings.

The proposed rule defines "maritime ports"7 as a) a strategic seaport within the National Port Readiness Network, as identified by the U.S. Department of Transportation's Maritime Administration; or b) top 25 tonnage, container, or dry bulk port according to the most recent annual report submitted to Congress by the U.S. Department of Transportation, Bureau of Transportation Statistics pursuant to 49 U.S.C. 6314.

While acquisitions of an airport or a maritime port would have been considered an investment in critical infrastructure under existing CFIUS regulations, FIRRMA and the proposed regulations expand the scope of reviewed transactions significantly to cover the acquisition of real estate located within the port, or that could function as part of or as a port. These changes allow CFIUS to speculate about the future use of undeveloped real estate.

2. Within Close Proximity of Military Installations and Other Sensitive Facilities. To assist the public in identifying the specific sites that meet the definition of "military installation," the names and locations of the military installations are listed in Appendix A to the proposed regulations and cover real estate located within:

  1. close proximity (within 1 mile) of certain military installation or sensitive facility (App. A, parts 1 and 2)
  2. the extended range (1 to 100 miles) of certain military installations (App. A, part 2)
  3. any county or other geographic area identified in connection with certain military installations (App. A, part 3), or
  4. any part of certain military installations located within 12 nautical miles seaward of the coastline of the United States (App. A, part 4)

The terms "close proximity" and "extended range," which are introduced for the first time in the proposed regulation, apply to specific types of military installations as described in the regulations. Covered real estate transactions include those effected within "close proximity" of 1) naval surface, air and undersea warfare centers and research laboratories and major annexes thereof; as well as 2) Air Force bases administering active Air Force ballistic missile fields, will be deemed covered real estate transactions; and those effected within "extended range" of 1) Army combat training centers located in the continental United States; 2) major range and test facility base activities as defined in 10 U.S.C. 196; 3) military ranges as defined in 10 U.S.C. 101(e)(1) that are owned by the U.S. Navy or U.S. Air Force, or 4) joint forces training centers that are located in any of the following states: Oregon, Nevada, Idaho, Wisconsin, Mississippi, North Carolina or Florida.

The identification of these categories of real estate is noteworthy, reflecting the increased attention paid by various U.S. government agencies, including the Government Accountability Office (GAO) and the General Services Administration (GSA). While the Trump Administration has been firm in its messaging that FIRRMA is meant to "close gaps" between the transactions that CFIUS is currently able to review and transactions it currently cannot review, those "gaps" largely reflect a perceived risk from unique Chinese investment trends, including real estate acquisitions in sensitive areas.

B. Exceptions

1. Excepted Real Estate Transactions. Both FIRRMA and the proposed regulations8 provide that certain real estate transactions will be exempt from CFIUS jurisdiction. CFIUS has provided more clarity and detail with respect to exempt transactions, which include:

a. transactions of an excepted real estate investor

b. transactions that are otherwise covered by CFIUS jurisdiction to review a transaction under Part 800

c. with certain limitations, transactions that relate to real estate within urbanized areas or urban centers

d. transactions that relate to a single housing unit, including fixtures and adjacent land as long as the land is incidental to the use of the real estate as a single housing unit

e. the lease or concession of real estate, which according to the terms of the lease or concession, may be used only as a retail trade, accommodation, or food service sector establishment, as described in the North American Industry Classification System Manual Sector 44-45 and 72

f. transactions that relate to commercial office space within a multiunit commercial office building, if such space would not exceed 10 percent of the total square footage of the total commercial space, and the foreign person does not represent more than 10 percent of the total number of tenants in the building, and

g. transactions that relate to land owned by American Indian or Alaska Native groups

Note that just because a real estate transaction might be exempt because the real estate is located within an "urbanized area" or in an "urban cluster," it does not necessarily mean that the transaction would not be covered under CFIUS general jurisdiction to review acquisitions that would result in foreign control over a U.S. business. FIRRMA expanded CFIUS jurisdiction so that the exceptions only apply to qualifying transactions that were captured as a result of the expansion.

In addition to the exceptions identified above, lending or other financing by a foreign person to another person for the purpose of the purchase, lease, or concession of covered real estate will not by itself constitute a covered real estate transaction.9 Similarly, convertible instruments would be subject to CFIUS review only upon the time of imminent conversion of such interest.10

2. Excepted Real Estate Investor. Of particular note is the carve-out with respect to "excepted real estate investors".11 Under the proposed rules, an excepted real estate investor is

  • a foreign national who is a national of an excepted real estate foreign state and is not also a national of any foreign state that is not an excepted real estate foreign state,
  • a foreign government of an excepted real estate foreign state, or
  • a foreign entity12 organized under the laws of, and with its principal place of business in, an excepted real estate foreign state or the U.S., and each member or observer of its board of directors is a U.S. national, or a national of an excepted real estate foreign state and is not also a national of any other foreign state.

Special aggregation rules apply if there are more than one foreign entity party to the transaction. The exception would not apply if the foreign investor has provided false information to CFIUS, violated any mitigation agreement with CFIUS, violated U.S. export control laws, or committed a felony crime in the U.S.

CFIUS will maintain a list of excepted real estate foreign states, which may be updated from time to time, beginning two years after the effective date of the final rule, and to be published in Federal Register.13 An important factor in determining if a foreign state qualifies to be added to the list will be whether the foreign state has established and is currently using a robust national security review process itself.

C. Filing of a Declaration or Notice

Parties to a covered real estate transaction may submit a voluntary declaration under the proposed rules. Unlike Part 800, which contains the proposed rules with regard to other types of "covered transactions," there will be no mandatory reporting requirement. Outside that requirement, the filing process for the two parts is largely the same. Parties may file a full notice, which is the most thorough application for CFIUS review and will provide the parties with a safe harbor following completion of CFIUS review. Alternatively, parties may file a declaration, which is a short filing generally not to exceed five pages.

One potential benefit is that declarations do not require detailed personal information about the directors, officers and owners of the foreign investor, the gathering of which can often delay the filing process. CFIUS has 30 days to review a declaration and decide how it wants to proceed, which allows for the possibility of a shorter review. On the other hand, by filing a declaration as opposed to a complete notice, the parties take the risk that at the end of the 30-day review period, CFIUS might direct the parties to submit a full notice, which will start a new 45-day period of review, which might be followed by a 45-day investigation period. Additionally, CFIUS might decide that the transaction is covered under Part 800 of the CFIUS regulations, and require from the parties information other than that required for real estate covered transactions. According to the proposed rules, a transaction that may be subject to CFIUS review will not be subject under both Parts 800 and 802. A covered transaction under Part 800 that includes the purchase, lease, or concession of covered real estate is not a covered real estate transaction under Part 802. Therefore, if a transaction is subject to Part 800, the parties must determine whether it is appropriate to notify CFIUS of a transaction under those regulations and not under Part 802, even if it includes real estate.

III. Increased Scrutiny of Foreign Ownership of Federally Leased Properties

In addition to increased CFIUS scrutiny of real estate transactions, the government has focused more attention on the risks associated with the foreign ownership of property leased to the federal government. The federal government currently leases much more commercial office space than it owns, and the GSA serves as the primary lessee for the government's various agencies, which are tenants in GSA leases.

GAO issued a report in January 2017 that highlighted the risks associated with foreign ownership of real property. In "FEDERAL REAL PROPERTY: GSA Should Inform Tenant Agencies When Leasing High Security Space from Foreign Owners," GAO profiled the risks associated with foreign ownership of federally leased property. GAO concluded with a recommendation "that the Administrator of the [GSA] determine whether the beneficial owner of high-security space that GSA leases is a foreign entity and, if so, share that information with the tenant agencies so they can adequately assess and mitigate any security risks." GSA concurred with this recommendation.

The GSA, as the government's largest lessee of commercial real estate, has since taken at least one concrete step in identifying foreign ownership. As part of GSA's procurement package for federal leases, it now includes a form entitled "Foreign Ownership and Financing Representation (Acquisitions of Leasehold Interests in Real Property)." This form requires would-be lessors to the government to disclose whether there are any foreign persons, foreign-owned entities or foreign governments in the ownership structure of the offeror or its lenders / financers. Other federal government contractors who are required to register in the System for Award Management (SAM) are required to disclose foreign ownership in a less contract-specific manner. Registration requires disclosure of a company's immediate owner and ultimate owner, thus providing the government with some visibility into the existence of foreign ownership. 48 C.F.R. §4.18.

IV. Conclusion and Takeaways

The proposed regulations are likely to have profound impacts on transactions involving U.S. real estate, and are likely to be finalized in a form that is largely similar to the proposed language. The changes to the scope of "covered transactions" has resulted in increased CFIUS jurisdiction. , The "close proximity" definition issued by CFIUS will undoubtedly affect GSA-leased properties and other properties with national security-sensitive U.S. government agencies as tenants. As an addition to the already existing FAR and GSA policy requirements for communicating ownership to the government, expanded CFIUS jurisdiction over real estate transactions will generate additional risk analysis for foreign-affiliated purchasers of federally leased property.



1 Proposed new part 31 C.F.R. Part 802

2 Proposed 31 C.F.R. §802.212 and §802.233. Change in a foreign person's ownership rights that would affect any three of the above, or transactions structured to evade CFIUS jurisdiction are also covered transactions.

3 Proposed 31 C.F.R. §802.211

4 Proposed 31 C.F.R. §802.201

5 Any "large hub airport" is defined in 49 U.S.C. 40102 as "a commercial service airport (as defined in section 47102) that has at least 1.0 percent of the passenger boardings."

6 The term "joint use airport" as defined in Section 49 U.S.C. 47175 means an airport owned by the U.S. Department of Defense, at which both military and civilian aircraft make shared use of the airfield.

7 Proposed 31 C.F.R. §802.227

8 Proposed 31 C.F.R. §802.217

9 Proposed 31 C.F.R. §802.303

10 Proposed 31 C.F.R. §802.304

11 Proposed 31 C.F.R. §802.216

12 This rule covers all of the parent companies or individual shareholders that hold 5 percent or more voting power or other control over the foreign entity.

13 Proposed 31 C.F.R. §802.215

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Holland & Knight LLP | Attorney Advertising

Written by:

Holland & Knight LLP

Holland & Knight LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.