National Security Regulatory Practice

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CFIUS

Clients specifically seek our advice on navigating national security reviews of proposed transactions or investments in the U.S. before the Committee on Foreign Investment in the United States (CFIUS) and related regulatory reviews by the Defense Counterintelligence and Security Agency (DCSA). With consideration of the evolving landscape and increasingly expansive view of national security, we provide clients an informed assessment of CFIUS risk, develop creative solutions to minimize that risk, and in the event a transaction comes under CFIUS review, work closely with CFIUS representatives to seek approval of the transaction with minimal or no conditions. It is our extensive experience advising clients on national security reviews before the CFIUS and unparalleled ability to draw upon leading legal experts in the cross-border M&A sector that sets us apart.

In addition, financial institutions, private equity firms, and domestic and foreign issuers of securities routinely seek our counsel on economic sanctions matters as well as guidance on export control issues, most frequently in connection with CFIUS reviews, under the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

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• Sprint in navigating three significant regulatory reviews related to foreign ownership in one of the largest and most complex transactions in the wireless industry.
• Versum Materials in connection with CFIUS review of its acquisition by Merck KGaA, Darmstadt, Germany for $6.5 billion.
• Macquarie Infrastructure and Real Assets, a division of Macquarie Asset Management, in obtaining CFIUS clearance of the $1.78 billion acquisition of Long Beach Container Terminal.
• Oaktree Capital Group, LLC in connection with CFIUS review of its agreement to sell 62% of its business to Brookfield Asset Management Inc.
• Genesee & Wyoming Inc. in connection with its sale to affiliates of Brookfield Infrastructure and GIC in a transaction valued at approximately $8.4 billion.
• Cypress Semiconductor Corporation in connection with CFIUS approval of its merger with Infineon Technologies for $10.1 billion.
• ChemChina in its $43 billion acquisition of Syngenta AG, which is the largest proposed outbound investment by a Chinese company.
• Smithfield Foods, the largest pork processor and producer in the United States, in obtaining CFIUS clearance of its $7.1 billion sale to a Chinese company, Shuanghui International Holdings, the largest acquisition ever of a U.S. business by a Chinese firm.
• Alibaba Group in securing CFIUS clearance for its $1.5 billion acquisition of AutoNavi, a leading provider of digital map content and navigation and location-based solutions in China.

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