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Chambers USA 2020

CFIUS & US National Security

Latham’s CFIUS & US National Security lawyers draw on broad national security experience and senior government backgrounds to help clients navigate the sensitive and sometimes politically controversial CFIUS process.

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The Committee on Foreign Investment in the United States (CFIUS) evaluates the US national security impact of acquisitions of ‟control” by foreign persons of US businesses. Latham has a long track record of successfully navigating this process through early engagement by experienced practitioners with deep experience in all phases of the CFIUS process and related agency reviews, both as a general matter and on an industry sector basis. See a list of representative CFIUS Matters.

This experience is applied to all phases of the transaction lifecycle, including:

  • Structuring prospective sales to manage transactional risk
  • Evaluating strategies for buyers and sellers to maximize deal execution certainty
  • Developing mitigation plans if and as necessary to facilitate regulatory approval
  • Managing the presentation to regulators and advocacy for the transaction in the regulatory clearance process
  • Implementing mitigation agreements and other compliance commitments, and post-transactional advice concerning compliance with ongoing regulatory responsibilities arising from the transaction

No two situations are exactly alike, and the best course for the parties will vary from case to case. Latham's CFIUS advisors work alongside the firm’s M&A lawyers and subject matter and industry experts, producing efficiencies and strategic synergies in developing the most effective approaches for each transaction. Latham's CFIUS experts engage at the earliest stages of transaction planning to understand the characteristics of the parties, the industry and the transaction, as well as any potential sensitivities, to achieve the needed regulatory notices, clearances, or approvals. When useful in a particular transaction, the team also works closely with the parties’ financial, public relations, and other advisors (and/or help to form a deal-specific team) to create a holistic approach to clearance of the transaction.

Members of the firm’s CFIUS & US National Security Practice team have held senior positions in the agencies that make up CFIUS and other US federal agencies, and several have had positions of responsibility directly related to CFIUS and/or security clearances.

The CFIUS & US National Security Practice represents clients not only before CFIUS, but also before its constituent member agencies, especially the US Departments of Defense, Energy, Homeland Security, Commerce, State, and Justice (including the FBI). Latham’s lawyers are leaders in this field and have successful experience in areas often critically related to CFIUS clearance, including:

  • Maintaining the security clearances of a defense contractor acquired by a foreign person
  • Managing successful national security review and/or entry into a security agreement with Team Telecom for telecommunications companies
  • Addressing all aspects of export control regulation and approval and registrations that may arise from foreign acquisitions

Latham’s Export Controls, Economic Sanctions & Customs practitioners provide critical support to Latham’s CFIUS & US National Security Practice.

The team has represented US businesses and foreign investors in connection with CFIUS reviews relating to foreign investments from a broad range of countries, as shown on the map below.

Clients Industries Countries  
  • Foreign government-owned buyers (including sovereign wealth funds)
  • Other institutional investors
  • Public companies
  • Private companies
  • Private equity investors
  • Strategic investors

 

The range of transactions on which we have successfully advised clients concerning CFIUS and related issues demonstrates the depth of our firm’s experience and expertise involving foreign investors from all over the world, and the full range of US businesses and industries. Click here to read more about Latham's CFIUS & US National Security practice.

Representative matters include the following:

Energy

  • 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 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.

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