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.