Clients seeking to invest in foreign nations turn to Reed Smith’s CFIUS and foreign investment control attorneys to help close the deal.  With foreign investors facing unprecedented government scrutiny and sharply restrictive investment regulations, it is more important than ever for parties to partner with experienced foreign investment attorneys to ensure the success of international deals.  Our cross-office team of attorneys in Washington, D.C., London, Brussels, Shanghai and Beijing have unparalleled capabilities to help clients navigate foreign investment reviews in jurisdictions around the world, including review before the Committee on Foreign Investment in the United States (CFIUS) and under EU foreign investment screening mechanisms and China’s Foreign Investment Law. 

We have represented transaction parties in some of the most complex and intensely scrutinized foreign investment reviews before CFIUS.  We also have significant, unmatched experience representing parties in “non-notified” or post-transaction CFIUS inquiries and investigations.  These matters uniquely situate us to provide clients with practical guidance through all stages of a transaction. We help clients understand and consider CFIUS and other regulatory requirements as they contemplate potential deals and investments; we lead buyers (including state-owned enterprises), sellers, and other stakeholders through the process of providing formal notice to the government and obtaining “safe harbor” clearance; and we provide ongoing counseling after closing to ensure compliance with any mitigation measures required in national security agreements, letters of assurance, or other mechanisms imposed by the government – including the oversight of audits, monitorships, and divestiture of U.S. assets.

Our experience spans a variety of industries, including telecommunications, infrastructure, defense, homeland security, financial services, manufacturing, transportation, and natural resources, and is applied in a number of contexts related to foreign investment, including:

• Representing transaction parties before CFIUS, the Defense Counterintelligence and Security Agency, the Directorate of Defense Trade Controls and other U.S. government agencies
• Drafting and submitting voluntary, mandatory, and “requested” CFIUS notices
• Negotiating national security agreements, letters of assurance, and other mitigation measures to address national security concerns
• Advising on jurisdictional issues triggered by U.S. activities in critical technologies, critical infrastructure, sensitive personal data, and real estate
• Advising on transaction terms and provisions to address U.S. regulatory issues
• Interacting extensively with CFIUS representatives in connection with particular transactions
• Representing parties in response to post-closing inquiries from CFIUS in relation to non-notified transactions
• Overseeing risk mitigation activities, including selection and oversight of independent auditors and third-party compliance monitors
• Leading clients through required divestiture of U.S. assets
• Working with clients to determine whether it would be advisable to submit a voluntary notification to CFIUS
• Due diligence 
• Training and counseling on investment controls
• Risk assessments
• Revising acquisition terms to minimize potential national security concerns

The increased awareness and enforcement of the sanctions administered by the Office of Foreign Assets Control (OFAC), and the growing impact of European sanctions on multinational organizations, has dominated the past few years in the export controls field. Both U.S. and foreign companies face unique challenges with transactions in high-risk areas such as Iran, Russia, Syria, etc. Our team can represent you in enforcement matters, help you obtain licenses, advise you on regulatory interpretation, and design and implement compliance solutions tailored to your needs.

As sanction regimes continue to be adopted and expanded globally, it is important to proactively assess the regimes’ impact in order to avoid the potentially significant ramifications of non-compliance; a breach of sanctions can result in civil and/or criminal penalties, in addition to reputational damage to a sanctions breaker.

Our lawyers will support you in navigating the maze of sanction regimes – including UN, U.S., EU, Swiss, and UK sanctions in Iran, Russia/Ukraine, Cuba, Syria, and North Korea, among others – affecting the energy and trade, shipping, insurance, aviation, education, media, defense, technology and life sciences industries.

We can provide you with strategic guidance and practical advice on global sanctions issues:

• With respect to the scope of restrictions on trade and financial transactions, licensing requirements and enforcement activities
• In navigating internal investigations and voluntary disclosures
• With design and implementation of global compliance programs, utilizing business-friendly compliance tools
• During civil and criminal enforcement proceedings