National Security

In the United States, CFIUS is authorized to review foreign investment in or acquisition of a U.S. business that may affect U.S. national security, and the current climate with respect to such reviews is rapidly evolving. It is essential to consider CFIUS implications of a transaction early to prevent the transaction’s delay or collapse. 

We advise foreign and domestic buyers including private equity firms and sovereign wealth funds as well as sellers, target companies, and third parties on the CFIUS review process and similar FDI national security review processes imposed by governments in Europe, Asia and around the world. We advise regarding deal structure and deal terms; we help determine whether to bring a transaction before regulatory authorities; we assemble the required information and materials for a filing; and, as appropriate and necessary, we negotiate mitigation terms and national security agreements and guide companies with respect to monitoring and enforcement of such agreements. Our attorneys also advise on strategies to address political and policy considerations.

Selected Experience:

• Represented GIC, a sovereign wealth fund for the Government of Singapore:  
  • as part of an investor consortium led by Blackstone, Carlyle and H&F in the consortium’s approx. US$34 billion acquisition of Medline Industries, a medical equipment manufacturer. 
  • as part of an investor consortium led by Stone Point Capital in the consortium’s approx. US$3 billion acquisition of Ascensus, a financial services company. 
  • as part of an investor consortium in the consortium’s US$3.6 billion acquisition of Direct ChassisLink, a transportation company. 
  • in connection with its approx. $1 billion investment in Biomat USA, a biopharmaceutical company. 
  • as part of an investor consortium led by Blackstone in the approx. US$20 billion acquisition of Refinitiv, a financial market data and infrastructure provider. 
  • as part of an investor consortium led by H&F and Bain Capital in the consortium’s approx. US$1.4 billion acquisition of Athenahealth, a healthcare technology company. 
• Representing multiple non-U.S. investors with respect to negotiations of National Security Agreements to achieve CFIUS clearance.
• Representing companies with respect to development of compliance programs in connection with National Security Agreements.
• Representing a former senior executive and board member of a U.S. publicly traded artificial intelligence company in connection with enforcement of a National Security Agreement.
• Represented a Chinese state-owned entity in connection with issuing convertible bonds in compliance with a National Security Agreement.
• Represented an investment consortium in connection with its acquisition of a U.S. data business from a Chinese seller subject to a divestment order.
• Represented a U.S. data business in connection with a SPAC transaction involving a SPAC sponsor ultimately owned by an Asian investment entity. 
• Represented a private equity firm with Asian limited partners in connection with its acquisition of a U.S. publicly traded company.
• Represented a private equity firm with Asian limited partners in connection with its acquisition of a U.S. gaming business.
• Represented a South Korean acquiror of a U.S. semiconductor business.  
• Helped an Asian investor to structure its investment in a U.S. semiconductor business so as to be “passive” for purposes of CFIUS regulations.
• Represented an Asian semiconductor business in connection with a potential sale to acquirors with Asian government state ownership.
• Represented a Chinese state-owned entity in connection with its investment in a U.S. technology business in the energy sector.
• Advised an Asian private equity firm in connection with its acquisition of a U.S. education group.
• Represented a Chinese state-owned entity in connection with a potential investment in a global energy business.
• Represented an Australian private equity firm in connection with its investments in the renewable energy sector in the United States.
• Represented an Asian seller of a U.S. mining business to a Turkish buyer.
• Represented a U.S. private equity firm selling a U.S. telecommunications business to a European buyer.
• Advised a company with significant operations at U.S. airports regarding acquisition by a Middle Eastern company. 

We know far more than the published regulations and guidance. Our attorneys advise on the practical scope, interpretation, application and jurisdictional nuances of the rules and the discretion exercised by sanctions enforcement authorities such as the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) and UK and EU regulatory agencies, including the UK Office of Financial Sanctions Implementation (OFSI). We have significant experience with sanctions applicable to Russia, Iran, Syria, Myanmar and Venezuela as well as the U.S. Global Magnitsky Sanctions and the UK Global Anti-Corruption Sanctions Regulations, among other programs.

Clients also benefit from our experience with transactions, investments and exports as well as relationships with subsidiaries, employees and third parties who may raise compliance concerns. We provide clear risk assessments of prohibited activities and commercially viable, legitimate business opportunities and help develop effective measures to mitigate potential risks.

We also advise on anti-money laundering enforcement matters and administrative proceedings brought by the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN), Financial Industry Regulatory Authority (FINRA) and U.S. federal financial regulators. Our team also represents clients before UK and European financial regulatory authorities and works with Dechert’s cross-border investigations white collar defense group when clients face investigations and criminal prosecution.

We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to economic sanctions and anti-money laundering laws and regulations.

Selected Experience:

• Advising multiple U.S. and European companies on divestiture of assets and wind-down of operations in compliance with recent U.S./UK/EU sanctions against Russia, including submission of license requests and requests for guidance to OFAC/OFSI.
• Representing multiple high net worth clients in the Middle East, Eastern Europe, Africa and Asia regarding OFAC’s imposition of Global Magnitsky Sanctions on them and multiple companies under their ownership and/or control. Conducting internal investigations and engaging with OFAC and other U.S. government authorities regarding de-listing. 
• Representing a high net worth individual and his companies in Latin America and Western Europe regarding imposition of sanctions by OFAC pertaining to activities in Venezuela. Conducting an internal investigation and engaging with OFAC and other U.S. government authorities regarding de-listing. 
• Advising ultra-high-net-worth individuals regarding corporate reorganizations and related financial dealings involving sanctioned companies under their control in central European countries and Russia.
• Advised multiple financial institutions and financial services providers, including banks, asset managers, funds, cryptocurrency service providers, and insurance companies, regarding review of sanctions and AML systems and procedures.
• Assisted a publicly traded U.S. high-tech company with operations in more than 100 countries to audit its approach to compliance with international economic sanctions laws: identifying gaps, recommending corrective actions and establishing a tailored global compliance program.
• Advised clients across multiple industries and geographies regarding the impact of changes to sanctions regulations, including with respect to Iran, Cuba and Russia, among other jurisdictions, to their ongoing operations as well as in connection with potential corporate transactions.
• Represented a European travel company in connection with an internal investigation and disclosure to OFAC involving violations of the Cuba sanctions, leading negotiations with OFAC that resulted in significant reduction of the company’s financial penalty. 
• Represented the largest private airline in a Central Asian country and a UAE air freight company in connection with an internal investigation and disclosures to OFAC and BIS involving violations of the Iran sanctions and export controls, leading negotiations with both agencies that resulted in a settlement with no financial penalty.
• Obtained a significantly reduced penalty for a multi-strategy alternative investment firm in connection with an OFAC disclosure regarding violations of the Sudan sanctions regulations. 
• Conducted an internal investigation and negotiated a penalty settlement with OFAC on behalf of a U.S. high-tech manufacturing company in connection with disclosure of violations of Iran sanctions.
• Defended a Turkish airline in connection with a  U.S. government (OFAC and BIS) investigation of potential violations of U.S. economic sanctions against Iran and related export controls.  Working together with the Turkish government, we successfully negotiated a resolution of the investigation without the imposition of any financial penalties.
• Defended an asset management firm in a complex multi-jurisdictional sanctions investigation and corresponding criminal investigation against a sensitive political backdrop.
• Worked with in-house counsel to conduct an internal investigation of a multinational company’s Middle East operations in response to allegations of unauthorized distribution of goods to sanctioned countries, resulting in close-out letters with no further enforcement action from U.S. criminal and civil authorities.
• Defended multiple senior officials of a major European bank in connection with a U.S. government investigation of potential violations of U.S. economic sanctions.
• Advising a wide range of businesses (e.g. e-commerce, travel services, aerospace, energy and engineering services) regarding compliance with sanctions and AML requirements.
• Represented a Latvian bank in connection with a FinCEN enforcement action. Conducted internal review and advised regarding reform of AML practices and internal controls to the satisfaction of FinCEN, such that proposed imposition of “special measures” under the USA PATRIOT Act was withdrawn.

We advise on U.S., UK and EU export and trade controls, including the requirements of the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, the requirements that apply to “dual use” items under the EU Dual Use Regulation and the EU’s Common Military List, and requirements administered by the UK Department of Business, Innovation and Skills’ Export Control Organization (ECO) and other authorities in individual EU Member States.

The U.S. government prohibits cooperation with foreign boycotts of countries friendly to the United States. The complex rules apply not only to U.S. companies and individuals but also to foreign affiliates doing business in the Middle East and elsewhere. The team advises clients on substantive prohibitions and exceptions and related reporting obligations.

We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to export and trade controls laws.

Selected Experience:

• Represented a U.S. publicly traded company in an enforcement matter that resulted in a settlement between the company and DDTC.
  
• Represented U.S. and EU manufacturers of telecommunications equipment and related software in making and resolving voluntary disclosures to the Commerce and Treasury Departments in the U.S. and EU.
• Assisted a subsidiary of a major U.S. defense company with an export compliance audit.
• Advised one of the largest multinational chemical companies on compliance with global export controls.
• Helped a global provider of business and financial news services to carry out an internal investigation into unlicensed transfers of controlled products from its European distribution center.
• Advised a Japanese manufacturing company on EU and UK export control compliance.
• Assisted a leading testing and calibration company on EU export controls.
• Represented U.S. publicly traded companies in connection with multiple internal investigations pertaining to violations of export controls and economic sanctions laws.
• Helped a U.S. technology and manufacturing company develop an export controls and anti-corruption compliance program.

Working with companies across borders, Dechert's team creates and implements risk-based anti-corruption compliance programs that detect and prevent violations of the Foreign Corrupt Practices Act (FCPA), UK Bribery Act (UKBA) and similar laws elsewhere in the world. We counsel chief compliance officers, senior management, audit committees and boards of directors on sensitive matters including voluntary disclosure, discipline of employees and remediation.

Clients turn to Dechert for advice relating to internal and government investigations involving corruption, commercial bribery, bribery of foreign government officials and violations of local laws around the world. We also have experience with multilateral development bank anti-corruption investigations, audits and sanctions proceedings, including multi-jurisdictional and parallel investigations.

We also regularly advise clients with respect to suspension and debarment proceedings before U.S. government agencies and international financial institutions (IFIs). We assist clients in improving compliance policies, demonstrating present responsibility, and negotiating settlement agreements with government suspension and debarment officials.

We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to anti-bribery laws.

Selected Experience:

• Represented a publicly traded multinational manufacturing company in an FCPA investigation of alleged bribery of government officials in Southeast Asia.
• Represented a major manufacturing company in an FCPA investigation of alleged bribery of Middle Eastern officials.
• Assisted a leading European telecommunications company with anti-corruption due diligence regarding a multi-billion-dollar acquisition in sub-Saharan Africa.
• Represented a European pharmaceutical company in an FCPA internal investigation regarding alleged bribery of Russian government officials.
• Assisted a leading medical device manufacturer in an anti-corruption internal investigation in France.
• Represented a European distributor of a U.S. high-tech company in an FCPA internal investigation regarding alleged bribery of Russian government officials.
• Represented the board of a global technology company regarding shareholder derivative claims related to FCPA violations.
• Represented a senior official of a major non-U.S. defense manufacturer in connection with proposed debarment by the U.S. Department of Defense, stemming from an FCPA investigation.
• Represented a South Korean construction company in connection with proposed debarment by the U.S. Department of Defense, stemming from an FCPA investigation.
• Defended a European provider of humanitarian aid products and services in connection with proposed debarment by USAID, stemming from an investigation into bid-rigging and fraud.
• Represented an Australian publicly traded, high-tech military communications company in connection with an internal investigation of FCPA/anti-bribery violations associated with sales to government customers in Southeast Asia, the Middle East and Africa. Conducted extensive data review and personnel interviews, provided final report of findings to the Board along with a comprehensive compliance remediation plan.

Dechert's global privacy & cybersecurity practice is second to none. It includes a deep, global bench with decades of experience, several of whom are pioneers in the space. Our team includes sought-after thought-leaders with unparalleled experience.

Our national security and privacy teams work together to provide solution-oriented, business-focused, forward-thinking advice and strategic counseling to the world’s most sophisticated global companies — from Silicon Valley to the European Economic Area and beyond — on the most complex, cutting-edge privacy and cybersecurity matters that require an integrated approach to complying with global privacy, cybersecurity and national security laws.

Our national security and privacy teams collaborate to:

• Advise clients regarding restrictions on access to data by foreign investors imposed by CFIUS in the context of national security agreements.
• Assist clients with developing data security compliance programs to safeguard sensitive personal data.
• Advise regarding sanctions compliance issues that arise in the context of responding to data breaches, ransomware and national state espionage. 

For more information visit our Privacy & Cybersecurity page

We advise clients on the delicate issues that arise when a company receives a Foreign Intelligence Surveillance Act (FISA) order or national security letter and negotiate the best options for response. 

Our team members hold security clearances, and our experience includes high-level service in the U.S. Department of Justice, advising the president, U.S. Attorney General and senior intelligence community officials on the most sensitive national security legal matters, including FISA requirements and limitations. This government experience includes playing a central role in the executive branch’s efforts to work with Congress to reform FISA, and in the public debates and hearings leading up to enactment of sweeping FISA amendments.