---
kind: "section"
citation: "31 C.F.R. § 800.245"
title: "31"
number: "800.245"
heading: "Substantive decisionmaking."
url: "https://uscodex.org/cfr/31/800.245"
---

# §800.245. Substantive decisionmaking.

- (a) The term substantive decisionmaking means the process through which decisions regarding significant matters affecting an entity are undertaken, including, as applicable:
  - (1) Pricing, sales, and specific contracts, including the license, sale, or transfer of sensitive personal data to any third party, including pursuant to a customer, vendor, or joint venture agreement;
  - (2) Supply arrangements;
  - (3) Corporate strategy and business development;
  - (4) Research and development, including location and budget allocation;
  - (5) Manufacturing locations;
  - (6) Access to critical technologies, covered investment critical infrastructure, material nonpublic technical information, or sensitive personal data, including pursuant to a customer, vendor, or joint venture agreement;
  - (7) Physical and cyber security protocols, including the storage and protection of critical technologies, covered investment critical infrastructure, or sensitive personal data;
  - (8) Practices, policies, and procedures governing the collection, use, or storage of sensitive personal data, including:
    - (i) The establishment or maintenance of, or changes to, the architecture of information technology systems and networks used in collecting or maintaining sensitive personal data; or
    - (ii) Privacy policies and agreements for individuals from whom sensitive personal data is collected setting forth parameters regarding whether and how sensitive personal data may be collected, maintained, accessed, or disseminated; or
  - (9) **Strategic partnerships.**
- (b) **The term <I>substantive decisionmaking</I> does not include strictly administrative decisions.**
- (c) **Examples—**
  - (1) **Example 1.** Corporation A, a foreign person that is not an excepted investor, proposes to acquire a four percent, non-controlling equity interest in Corporation B. Corporation B is an unaffiliated TID U.S. business that operates a container terminal at a strategic seaport within the National Port Readiness Network (Terminal B). Pursuant to the terms of the investment, Corporation A will have approval rights over which customers may utilize Terminal B. The proposed investment therefore affords Corporation A involvement in substantive decisionmaking of Corporation B regarding the management, operation, manufacture, or supply of covered investment critical infrastructure.
  - (2) **Example 2.** Same facts as the example in [paragraph (c)(1)](#c-1) of this section, except that instead of customer approval rights, Corporation A has the right to decide whether to claim certain tax credits with respect to Terminal B on its own income tax filing, which prevents Corporation B from claiming such credits. Assuming no other relevant facts, the proposed investment does not afford Corporation A involvement in substantive decisionmaking of Corporation B regarding the management, operation, manufacture, or supply of covered investment critical infrastructure.

## Notes

### Authority

Authority: 50 U.S.C. 4565; E.O. 11858, as amended, 73 FR 4677.

### Source

Source: 85 FR 3124, Jan. 17, 2020, unless otherwise noted.