Wiley has an unparalleled ability to assist clients on a broad range of national security issues, including counseling U.S. and foreign companies in matters before the Committee on Foreign Investment in the United States (CFIUS) and providing assistance with CFIUS mitigation agreements. Our team of legal and policy experts, including former U.S. government officials who led the drafting and implementation of CFIUS regulations and the conduct of CFIUS reviews, have managed numerous complex national security cases with successful outcomes for our clients.
Wiley has insider knowledge of the CFIUS process and individuals at the relevant agencies, and we have extensive experience counseling clients in transactions that involve nearly every industry sector subject to CFIUS review – including advanced technologies, telecommunications, defense, energy, transportation infrastructure, software, finance, chemicals, biotechnology, pharmaceuticals, and aerospace, among others. As a result, we have substantial expertise assisting parties with transactions that involve sophisticated technology, classified information, and critical technology and infrastructure. We advise clients on strategies to mitigate national security risks and to address any political and public relations issues on the national and local level. The firm has long-standing relationships with Executive branch officials and members of Congress, and we have worked directly with congressional committee staff and members of Congress to review and explain potentially sensitive transactions.
In addition, Wiley has significant experience assisting parties to acquisitions or transactions that require the approval of the Defense Counterintelligence and Security Agency (DCSA), an agency within the U.S. Department of Defense (DOD). Any acquisitions by non-U.S. buyers of a company holding a facility security clearance (FCL) are subject to DCSA approval. Companies subject to foreign ownership, control or influence (FOCI) cannot receive or retain an FCL unless FOCI has been effectively mitigated through an agreement or other mechanism approved by DCSA. We have represented a wide range of companies with transactions subject to DCSA jurisdiction, from the due diligence phase, to implementation, to FOCI mitigation measures. Members of Wiley’s CFIUS Practice consistently work with key U.S. government decision-makers to help craft successful FOCI mitigation instruments, which may include board resolutions, security control agreements, special security agreements, or more complex proxy agreements or voting trusts.
Our preeminent Practice also assists parties to foreign acquisitions of communications facilities subject to Federal Communications Commission (FCC) approval, which often require Network Security Agreements (NSAs). As members of Team Telecom, the U.S. Department of Justice (DOJ), the Federal Bureau of Investigation (FBI), and the U.S. Department of Homeland Security (DHS) participate in the FCC licensing process to ensure that foreign investments do not impair U.S. law enforcement, national security, or infrastructure protection priorities. DHS focus on infrastructure protection has increased the scope of NSAs and Team Telecom involvement. Our CFIUS and National Security attorneys often collaborate with our renowned Telecom, Media & Technology Practice to provide comprehensive counsel and guidance in this area.
Wiley’s CFIUS Practice is further strengthened by the broad and diverse expertise of professionals in the firm’s other areas of specialty, including the Export Controls; Economic Sanctions/Office of Foreign Assets Control; Anti-Money Laundering; FCPA; Cybersecurity; Telecom, Media & Technology; Privacy, Cyber & Data Governance; Government Contracts; International Trade; Public Policy; and Corporate practices.
Wiley’s national security experience includes, among other matters:
- Counseling one of the largest global providers of telecommunications services in the world for CFIUS and Team Telecom approval in its proposed merger with an Australian company.
- Representing a global cloud services provider related to the national security review of major infrastructure construction.
- Advising one of the largest U.S. broadcasters regarding FCC foreign ownership rules and navigating the Team Telecom process.
- Assisting a major U.S. producer of semiconductor technology in the CFIUS process.
- Representing an Irish multinational power-management company through the CFIUS process for certain mergers and acquisitions.
- Advising a number of Silicon Valley technology start-ups in the CFIUS process involving foreign investments and ownership.
- Assisting a Fortune-10 U.S. company through the CFIUS process in conjunction with its joint venture with a government-controlled Middle Eastern company in the oil and gas sector.
- Representing a significant Japanese international chemical-manufacturing company in the CFIUS process in its acquisition of a U.S. chemical company.
- Assisting a major New York private equity fund in its acquisition of one of the largest defense and energy contractors to the U.S. government.
- Advising in multiple sales of U.S. defense contractors to foreign buyers and securing CFIUS approval and security clearances from DCSA with respect to companies involved in Top Secret government programs.
- Counseling the largest global supplier of computer storage equipment through the CFIUS process, pertaining to investment by a foreign company.
- Counseling a major foreign government-controlled satellite company in its acquisition of substantial satellite communications assets serving the United States and the international community.
- Advising a rising U.S. cybersecurity company as the seller to a UK company in the CFIUS process.
- Assisting buyers, sellers, institutional investors, private fund complexes, and foreign sovereign wealth funds with foreign investments in U.S. computer, defense, biotechnology, and natural resources companies.
- Counseling a significant Canadian telecommunications company through the CFIUS process in its acquisition of a U.S. cable services provider company.
- Representing a Canadian sovereign wealth fund in the CFIUS process as it sought to purchase U.S. energy interests.
- Representing a Middle Eastern shipping company in its successful acquisition of a U.S. logistics firm with extensive classified government contracts.
- Advising a UK engineering and infrastructure construction firm in its purchase of an advanced technology and engineering company in the United States.
- Advising multiple private equity and hedge fund organizations in their assessment of transactions that have national security implications, covering the full range of U.S. industries.
- Advising in the sale and acquisition of numerous U.S. communications assets, including terrestrial and mobile companies.
- Counseling on the sale of U.S. cellular communications assets to a European telecommunications company.
- Antidumping and Countervailing Duties/Import Relief Proceedings
- CFIUS and Team Telecom
- Customs Law and Compliance
- Digital Trade
- Economic Sanctions/OFAC
- Export Controls
- Foreign Agents Registration Act
- Foreign Corrupt Practices Act and Anti‑Corruption
- International Arbitration/Dispute Resolution
- Negotiations and Agreement Compliance
- Trade Policy
- World Trade Organization
Related News & Insights
- AlertTreasury Proposes Revisions to CFIUS Rules for Mandatory FilingsMay 21, 2020Richard C. Sofield, Nova J. Daly
- Event6th National Conference on CFIUSAmerican Conference Institute (ACI)April 7 – 8, 2020Richard C. Sofield
- AlertPresident Creates Regime for Federal Review of Foreign Telecom TransactionsApril 6, 2020Megan L. Brown, Daniel P. Brooks, Nova J. Daly, Amb. David A. Gross, Wayne D. Johnsen, Eve Klindera Reed, Richard C. Sofield
- AlertTreasury Publishes Proposed Rule to Create a Filing Fee Schedule for CFIUS Voluntary NoticesMarch 12, 2020Nova J. Daly, Richard C. Sofield, Daniel P. Brooks