CFIUS & US National Security

"The practice excels in CFIUS mandates and national security reviews."
The Legal 500 US 2021

"The team is extremely proactive, knowledgeable and helpful in advising and assisting in navigating the CFIUS and international merger control process."
Chambers USA 2021

Overview

Latham draws on broad national security and government experience to help foreign and domestic clients engaged in cross-border investments, mergers, and acquisitions involving US businesses.

We help clients navigate government regulatory regimes and secure clearance from national security regulators, including the Committee on Foreign Investment in the United States (CFIUS), the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Team Telecom), the Defense Counterintelligence and Security Agency (DCSA), and the Department of Energy.

Our team engages early with US and foreign parties involved in US business transactions to evaluate the need for and prepare for reviews by US national security regulators. Our work often involves advice relating to:

Planning and negotiating prospective transactions to manage risk
Developing mitigation plans to facilitate regulatory approval
Managing presentations to regulators and advocating for transactions in the regulatory clearance process
Implementing mitigation agreements and other compliance commitments, and post-transaction advice concerning compliance with ongoing regulatory responsibilities arising from transactions
Obtaining and maintaining facility security clearances
Assessing foreign ownership, control or influence (FOCI) over cleared US contractors and negotiating FOCI mitigation arrangements with DCSA, the Department of Energy and other agencies
Managing national security reviews and/or entry into security agreements with Team Telecom for telecommunications companies
Addressing export control requirements that may arise from foreign acquisitions

We work in tandem with our transactional colleagues, as well as subject matter and industry experts, to tailor efficient and effective approach for each transaction. We start by working to understand the unique characteristics of the transaction parties, and identify potential sensitivities that could stand in the way of achieving the needed regulatory clearances. The team also works closely with financial, public relations, and other advisors when appropriate to smooth the path to deal clearance.

Agency leaders and staff know us and we know them. Senior lawyers within our group have held positions in the agencies that constitute CFIUS and other US federal agencies. We regularly represent clients before CFIUS as well as its constituent member agencies, including the US Departments of Commerce, Defense, Energy, Homeland Security, Justice (including the FBI), and State.

Experience

The team has represented US businesses and foreign investors in CFIUS and related national security reviews in connection with foreign investments from dozens of countries. Our long track record of successfully guiding clients through the CFIUS process and related national security reviews includes a number of complex and high-profile transactions, such as:

Energy

Energy Capital Partners (ECP) – Representation of Energy Capital Partners (ECP), a leading power and renewables private equity investor, before CFIUS in connection with ECP’s sale of a 40% stake in Terra-Gen to First Sentier Investors.
EnergySolutions, Inc. – Representation of EnergySolutions, Inc., a US energy industry services provider, before CFIUS and the Department of Energy in connection with EnergySolutions’ sale of its Project, Products, and Technology division to WS Atkins plc.
Japanese Conglomerate – Representation of a Japanese conglomerate in its successful efforts to obtain CFIUS clearance in connection with its joint venture with a US energy firm to exploit opportunities for oil exploration and processing.
Japanese Multi-National – Representation of a large Japanese multi-national in its successful efforts to obtain CFIUS clearance of its acquisition of interest in a large power generation facility in the Northeast US.
Private Equity Firm – Representation of a US private equity firm in its successful efforts to obtain CFIUS clearance in connection with its sale of an owner and operator of 15 power generation plants to a French-owned energy company.
Renewable Energy Company – Representation of a renewable energy company in its successful efforts to obtain CFIUS clearance in connection with its sale of a 150-MW wind power project in Tehachapi, California.
Spanish Energy Company – Representation of a Spanish energy company in its successful efforts to obtain CFIUS clearance in connection with a merger transaction between its subsidiary and an energy delivery company.
Global Infrastructure Investment Firm – Representation of a global infrastructure investment firm before CFIUS in connection with the US$1.43 billion sale of a 50% stake in the 680-mile Ruby pipeline to Veresen Inc., a Canadian energy infrastructure company.
Global Oil and Gas Equipment Provider – Representation of a US-based provider of systems and solutions to the oil and gas industry in its successful efforts to obtain CFIUS clearance of its US$13 billion merger of equals with a leading project management, engineering, and construction company based in France.
Energy Company – Representation of an energy company in its successful efforts to obtain CFIUS clearance in connection with its acquisition by preference shareholders, including an electronic manufacturer based in Tokyo, Japan.
Energy Company – Representation of US-based energy distribution company in its efforts to obtain CFIUS clearance of multiple transactions involving the transfer of ownership interests in the company to various European investors.
Wheelabrator Technologies, Inc. – Representation of Wheelabrator Technologies, Inc., a waste-to-energy facilities operator, in its successful efforts to obtain CFIUS clearance of its acquisition by Macquarie Group Ltd., an Australian multinational independent investment bank and financial services company.
Macquarie Infrastructure and Real Assets – Representation of Macquarie Infrastructure and Real Assets, the world’s largest infrastructure asset manager with growing portfolios in real estate, agriculture, and energy, in its successful efforts to obtain CFIUS clearance in connection with the transfer of its minority interest in the parent company of Puget Sound Energy.
Enagás S.A. – Representation of Enagás S.A., a Spanish public energy company, in its successful efforts to obtain CFIUS clearance in connection with its indirect acquisition of a minority interest valued at US$836 million in Tallgrass Energy LP.
Sustainable Materials Company – Representation of a sustainable materials company in its efforts to obtain CFIUS clearance in connection with its acquisition by a Saudi Arabian oil company.
Siemens AG – Representation of Siemens AG, a German multinational company, in its strategic acquisition of Dresser-Rand Group, a supplier of custom-engineered rotating equipment solutions, for US$7.8 billion. The firm’s broad representation included successfully obtaining CFIUS clearance for the transaction.

Financial Services

Wordline SA – Representation of Wordline SA, a French payment and transactional services company, in its successful efforts to obtain CFIUS clearance in connection with its US$8.6 billion acquisition of Ingenico Group SA, a France-based provider of secure electronic payment technology. This transaction creates the world’s number four player in payment services with a physical presence in approximately 50 countries.

Healthcare & Life Sciences

Biotherapeutics Company – Representation of a biotherapeutics company before CFIUS in connection with the acquisition of a biopharmaceutical company.
Life Sciences Company – Representation of a life sciences company before CFIUS in connection with sale of a life sciences company to a private Chinese buyer.
Astorg Partners and Cinven – Representation of a private equity consortium jointly led by Astorg Partners and Cinven in its successful efforts to obtain CFIUS clearance in connection with its acquisition of LGC, a global leader in the life sciences tools sector.
Siemens Healthineers AG – Representation of Siemens Healthineers AG, a leading medical technology company headquartered in Erlangen, Germany, in its successful efforts to obtain CFIUS clearance in its planned merger with Varian Medical Systems, Inc.

Technology/Cyber

Coalfire Systems, Inc. – Representation of Coalfire Systems, Inc., a provider of cybersecurity advisory and assessment services that is majority owned by The Carlyle Group and The Chertoff Group, in its successful efforts to obtain CFIUS clearance in connection with its acquisition by funds advised by Apax Partners.
Atos SE – Representation of Atos SE, a global leader in digital transformation based in France, in its successful efforts to obtain CFIUS clearance of its US$3.4 billion acquisition of Syntel, a US-based multinational provider of integrated technology and business services.
BC Partners – Representation of BC Partners, the European private equity firm based in the UK, in its successful efforts to obtain five interlocking CFIUS clearances tied to its US$2.2 billion acquisition of CenturyLink’s data center business and the co-investor’s related contribution of separate US businesses to a newly formed holding company.
Newegg Inc. – Representation of Newegg Inc., an online computer hardware and consumer electronics retailer based in California, in its successful efforts to obtain CFIUS clearance of the sale of a 56% stake in Newegg to Hangzhou Liaison Interactive Information Technology Co, a leader in mobile technology based in Beijing.
Internet Security Software Developer – Representation of an Israeli internet security software developer in its successful efforts to obtain CFIUS clearance in connection with its acquisition of an internet security company. The representation included negotiating the first agreement with CFIUS member agencies involving software development.
Integrated Device Technology, Inc. – Representation of Integrated Device Technology, Inc., a leading supplier of analog mixed-signal products, including sensors, connectivity, and wireless power, in its successful efforts to obtain CFIUS clearance in connection with its proposed acquisition by Japan-based Renesas Electronics Corporation, a premier supplier of advanced semiconductor solutions.
Technology Company – Representation of a US manufacturer employing advanced technology in its successful efforts to obtain CFIUS clearance of its sale to an Israeli strategic purchaser.
Technology Company – Representation of a technology company in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a semiconductor and software company.
Israeli Technology Company – Representation of an Israeli technology company in its successful efforts to obtain CFIUS clearance of its acquisition of a semiconductor and software company.
Semiconductor Company – Representation of a US company in the semiconductor industry with currently ongoing CFIUS review involving a potential acquisition by a Chinese investor.
Mattson Technologies, Inc. – Representation of Mattson Technologies, Inc., a US manufacturer of semiconductor tools, in its successful efforts to obtain CFIUS clearance in connection with its acquisition by E-Town Dragon, a Chinese investment group.
Identity Management and Detection Technology Company – Representation of an identity management and detection technology company before CFIUS to obtain clearance for significant reinvestment in a US identity management biometric company by a private Arab country buyer.
Novelis Inc. – Representation of Novelis Inc., the world leader in aluminum rolling and recycling, in its successful efforts to obtain CFIUS clearance of its proposed US$2.6 billion acquisition of Aleris Corporation, a global supplier of rolled aluminum products.
French Private Equity Firm – Representation of a French private equity firm in its successful efforts to obtain CFIUS clearance of its acquisition of a France-based manufacturer of photomultiplier tubes, and successful efforts to preserve the target’s security clearances.

Telecommunications

Asian Conglomerate – Representation of a large Asian conglomerate in its demonstration to Team Telecom of its compliance with the national security agreement that was a condition of the conglomerate’s acquisition of a significant telecommunications network.
Canadian Pension Plan / European Private Equity Group – Representation of a large Canadian pension plan and a European private equity group before CFIUS and Team Telecom in connection with their joint acquisition of the fifth-largest US cable operator.
Telecommunications Company – Representation of an internet protocol-based telecommunications provider in its successful efforts to obtain CFIUS clearance and before Team Telecom agencies in connection with its merger with a telecommunications company.
Telecommunications Company – Representation of a US-based telecoms equipment company in its efforts to obtain CFIUS clearance of its merger with a South Korean telecom equipment leader.
Telecommunications Investment Firm – Representation of a telecommunications investment firm in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a communications provider.
Singapore Government-Linked Company – Representation of a Singapore government-linked company in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a US satellite-based broadband communications company.
Ribbon Communications Inc. – Representation of Ribbon Communications Inc., a global software leader in secure and intelligent cloud communications, in its successful efforts to obtain CFIUS clearance in connection with its merger with ECI Telecom Group Ltd., an Israel-based manufacturer of telecommunications equipment.
Avago Technologies Limited – Representation of Avago Technologies Limited, a Singaporean semiconductor company, in its successful efforts to obtain CFIUS clearance in connection with its US$37 billion acquisition of Broadcom, a major manufacturer of telecommunications and networking equipment.
European Private Equity Firm – Representation of a European private equity firm in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a satellite operator.
Submarine Cable Operator – Representation of a submarine cable operator in its successful efforts to obtain CFIUS clearance in connection with its sale to a Japanese telecommunications company.
Hytera Communications Corporation Limited – Representation of Hytera Communications Corporation Limited, a Chinese manufacturer and supplier of land mobile radio and digital mobile radio products, systems, and applications, in its successful efforts to obtain CFIUS clearance of its acquisition of the US business of Sepura plc, a UK company. Latham also successfully assisted with similar national security reviews in the UK and Germany.

Transportation

Hyundai Motor Company and Kia Corporation – Representation of Hyundai Motor Company and Kia Corporation in obtaining CFIUS clearance in connection with their planned investments in IonQ, a quantum computing company.
Hyundai Motor Group – Representation of Hyundai Motor Group, a South Korean multinational automotive manufacturer, in its successful efforts to obtain CFIUS clearance in connection with its US$4 billion autonomous driving joint venture with Aptiv, an innovative vehicle technology provider.
Vision Technologies Aerospace Inc. and Singapore Technologies Engineering Ltd. – Representation of Vision Technologies Aerospace Inc., an aerospace maintenance and engineering group held by Singapore Technologies Engineering Ltd., in its successful efforts to obtain CFIUS clearance in connection with its acquisition of MRA Systems, LLC, a unit of General Electric Company.
Triton – Representation of Triton, an international investment firm, in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a majority interest in RENK AG, a manufacturer of special gear units and transmissions for tracked vehicles, industrial applications, and the shipbuilding industry, as well as components for propulsion technology and test systems, from Volkswagen.
Multinational Conglomerate – Representation of a multinational conglomerate in its successful efforts to obtain CFIUS clearance in connection with its acquisition of an Italian transportation company.
Inflatable Boat Manufacturer – Representation of an inflatable boat manufacturer in its successful efforts to obtain CFIUS clearance in connection with its sale to a European private equity fund.
Joby Aviation, Inc. – Representation of Joby Aviation, Inc., a US aerospace company, in its successful efforts to obtain CFIUS clearance in connection with its direct minority investment by Toyota Motor Corporation.
Perusa Partners Fund 2, L.P. – Representation of Perusa Partners Fund 2, L.P., a European investment firm, in its successful efforts to obtain CFIUS clearance of its acquisition of 87.5% of the equity interest of Schroth Safety Products, LLC, a manufacturer and seller of restraint systems and other safety solutions with applications in the aircraft, ground vehicle, and specialty vehicle market segments.

Other

Survitec Acquisition Company Limited (SACL) – Representation of SACL, a global leader in survival and safety solutions to the marine, defense, aviation, and offshore markets, in its successful efforts to obtain CFIUS clearance in connection with its £450 million debt and equity restructuring and the acquisition of SACL by a consortium.
Swiss Staffing Services Company – Representation of a Swiss provider of professional staffing services in its successful efforts to obtain CFIUS and Defense Security Service (DSS) clearance in connection with its acquisition of a provider of professional staffing services and the maintenance of security clearances at the various target companies.
Chinese Insurance Company – Representation of a People’s Republic of China-based insurance company in its successful efforts to obtain CFIUS clearance of its investment in and acquisition of a US$2 billion mixed-use real estate development in New York City.
Asian Defense and Engineering Group – Representation of an Asian government-owned defense and engineering group in its successful efforts to obtain CFIUS clearance in connection with its acquisition of a civilian and defense aircraft maintenance business.