Committee on Foreign Investment in the United States (CFIUS)
Committee on Foreign Investment in the United States (CFIUS)
Our interdisciplinary team has significant experience representing U.S. and non–U.S. companies on all aspects of the U.S. national security review process before the Committee on Foreign Investment in the United States (CFIUS).
 
Kelley Drye’s CFIUS practice has extensive experience counseling companies dealing with the rules and practicalities of the CFIUS review process.  We have advised numerous clients regarding the new Foreign Investment Risk Review Modernization Act (FIRRMA) changes to CFIUS.  Our attorneys counsel U.S. and foreign companies from a range of industries, including companies active in defense and dual-use equipment production and use, software, and services, communications technology and networks, media, cloud computing and other internet services, real estate, aerospace materials, industrial equipment, lasers and sensors, electronics, and fluid handling and oilfield equipment and services, among many other sectors.  We also provide assistance with matters subject to the Defense Security Service (DSS) and “Team Telecom” processes that require the approval and often mitigation of foreign ownership, control, or influence (FOCI) over U.S. government contractors, classified and export controlled data, and communications service providers.

Our CFIUS practitioners work alongside the firm’s M&A lawyers and subject matter and industry professionals across the firm to develop the most effective approach for each transaction.  We assist clients in conducting pre-transaction due diligence to determine if a voluntary filing is recommended or not, pre-clearance of submissions with CFIUS, filing final CFIUS notifications and working with the designated lead agencies during initial reviews and follow-up investigations.  We have experience negotiating any required mitigation agreements to address perceived national security risks associated with foreign ownership, control, or influence. We also have recent experience establishing trust agreements when divestment by foreign owners is required.  In short, we have deep and broad experience with the entire CFIUS process involving both simple and highly complex matters in a variety of industries.

On occasion, members of Congress and staffers have requested information from domestic clients regarding CFIUS processes, or other government relations concerns that arise during the review process.  Our government relations team has extensive experience in dealing with such matters, and we have significant experience with handling Foreign Agents Registration Act (FARA) concerns.

Kelley Drye’s interdisciplinary team includes a former member of the National Security Council staff who served on CFIUS, a former member of the U.S.-China Economic and Security Review Commission, former employees of the Department of Commerce, State Department, the Office of the United States Trade Representative (USTR), the Federal Communications Commission (FCC), as well as several individuals who formerly served in Congress or as Congressional staffers. We also engage with U.S. government agencies on national security matters on behalf of our clients, including the Departments of Treasury, State, Defense, Commerce, Justice, Homeland Security and Energy, the FCC, among others.

Our team understands what companies need to do to gain CFIUS approval for their transactions.  To navigate the CFIUS process successfully, foreign companies wishing to invest in the U.S. market must be aware of a range of complex and sensitive legal, commercial, political, and public relations issues.  The CFIUS review and investigation process can be opaque, unpredictable, and result in delays or potential changes to key elements of proposed investments.  Nevertheless, CFIUS clearance is the only way to ensure that CFIUS will not force post-transaction unwinding or other mitigation steps, which, if required, are typically more disruptive than the review and investigation process.
 
 
 

Overview

Our interdisciplinary team has significant experience representing U.S. and non–U.S. companies on all aspects of the U.S. national security review process before the Committee on Foreign Investment in the United States (CFIUS).
 
Kelley Drye’s CFIUS practice has extensive experience counseling companies dealing with the rules and practicalities of the CFIUS review process.  We have advised numerous clients regarding the new Foreign Investment Risk Review Modernization Act (FIRRMA) changes to CFIUS.  Our attorneys counsel U.S. and foreign companies from a range of industries, including companies active in defense and dual-use equipment production and use, software, and services, communications technology and networks, media, cloud computing and other internet services, real estate, aerospace materials, industrial equipment, lasers and sensors, electronics, and fluid handling and oilfield equipment and services, among many other sectors.  We also provide assistance with matters subject to the Defense Security Service (DSS) and “Team Telecom” processes that require the approval and often mitigation of foreign ownership, control, or influence (FOCI) over U.S. government contractors, classified and export controlled data, and communications service providers.

Our CFIUS practitioners work alongside the firm’s M&A lawyers and subject matter and industry professionals across the firm to develop the most effective approach for each transaction.  We assist clients in conducting pre-transaction due diligence to determine if a voluntary filing is recommended or not, pre-clearance of submissions with CFIUS, filing final CFIUS notifications and working with the designated lead agencies during initial reviews and follow-up investigations.  We have experience negotiating any required mitigation agreements to address perceived national security risks associated with foreign ownership, control, or influence. We also have recent experience establishing trust agreements when divestment by foreign owners is required.  In short, we have deep and broad experience with the entire CFIUS process involving both simple and highly complex matters in a variety of industries.

On occasion, members of Congress and staffers have requested information from domestic clients regarding CFIUS processes, or other government relations concerns that arise during the review process.  Our government relations team has extensive experience in dealing with such matters, and we have significant experience with handling Foreign Agents Registration Act (FARA) concerns.

Kelley Drye’s interdisciplinary team includes a former member of the National Security Council staff who served on CFIUS, a former member of the U.S.-China Economic and Security Review Commission, former employees of the Department of Commerce, State Department, the Office of the United States Trade Representative (USTR), the Federal Communications Commission (FCC), as well as several individuals who formerly served in Congress or as Congressional staffers. We also engage with U.S. government agencies on national security matters on behalf of our clients, including the Departments of Treasury, State, Defense, Commerce, Justice, Homeland Security and Energy, the FCC, among others.

Our team understands what companies need to do to gain CFIUS approval for their transactions.  To navigate the CFIUS process successfully, foreign companies wishing to invest in the U.S. market must be aware of a range of complex and sensitive legal, commercial, political, and public relations issues.  The CFIUS review and investigation process can be opaque, unpredictable, and result in delays or potential changes to key elements of proposed investments.  Nevertheless, CFIUS clearance is the only way to ensure that CFIUS will not force post-transaction unwinding or other mitigation steps, which, if required, are typically more disruptive than the review and investigation process.
 
Partner
Email (202) 342-8841(202) 342-8841
As a partner in the firm’s nationally recognized International Trade practice group, Eric McClafferty guides clients and industry groups through a wide range of international trade challenges...
Partner
Email (202) 342-8544(202) 342-8544
John Heitmann, chair of the Communications practice, counsels wireless, wireline and cable broadband and telephony service providers, and other entities, large and small, international and domestic...
Partner
Email (202) 342-8612(202) 342-8612
Steve Augustino’s telecommunications practice is both broad and deep, ranging from regulatory, legislative and administrative law counsel to transactional advice, advocacy and litigation.&nbs...
Partner
Email (202) 342-8518(202) 342-8518
Thomas Cohen’s practice focuses on providing legal counsel to further the business interests of entities engaged in the provision of wireline and wireless telecommunications, cable (video) an...
Partner
Email (202) 342-8566(202) 342-8566
Josh Guyan advises providers of wireline, wireless, Voice over Internet Protocol (VoIP) and satellite services on domestic and international experimental compliance and licensing, as well as Univer...
Partner
Email (202) 342-8488(202) 342-8488
With a practice at the intersection of law, economics, domestic politics and international relations, John Herrmann represents clients before all U.S. trade agencies.  He counsels U.S. produce...
Partner
Email (212) 808-7660(212) 808-7660
Jane Jablons chairs the firm’s Mergers and Acquisitions and Venture Capital groups.  Her practice is focused on corporate finance, with concentrations in mergers and acquisitions, ventur...
Partner
Email (202) 342-8521(202) 342-8521
A member of the firm’s Government Contracts group, Will Jack represents clients at the Government Accountability Office, the U.S. Court of Federal Claims and before Boards of Contract Appeals...
Partner
Email (312) 857-2350(312) 857-2350
Hank Kelly is the managing partner of the firm’s Chicago office. Hank’s practice is focused exclusively on communications, energy and public utility law and regulation, where he pr...
Senior International Trade/Government Relations Advisor
Email (202) 342-8563(202) 342-8563
Bill Reinsch brings more than four decades of experience in designing and enforcing international trade policy as a senior-level Capitol Hill staffer, a senior Executive Branch official, and as a l...
Partner
Email (202) 342-8540(202) 342-8540
Chip Yorkgitis is a partner in the firm’s Washington, D.C. office.  He focuses his practice on telecommunications. Chip represents clients with interests and concerns related to spe...
Senior International Trade Advisor
Email (202) 342-8420(202) 342-8420
With nearly four decades in key positions at both the U.S. Department of Commerce and the Office of the U.S. Trade Representative, Ron Lorentzen brings an unparalleled body of knowledge and experie...
Special Counsel
Email (202) 342-8823(202) 342-8823
Melissa Byroade represents sophisticated domestic and international clients in high-stakes disputes.  She focuses her practice on international arbitration and complex business litigation.&nbs...
Special Counsel
Email (202) 342-8614(202) 342-8614
Denise Smith represents telecommunications companies, including international service providers, competitive local exchange carriers, interexchange carriers, conference calling service providers an...
Senior Associate
Email (202) 342-8465(202) 342-8465
Brad Currier is an associate in the firm’s Washington, D.C. office.  His practice focuses on communications matters, with an emphasis on investigations, audits, and enforcement actions.&...
Senior Associate
Email (202) 342-8528(202) 342-8528
Scott Wise is a senior associate in the firm’s Washington, D.C. office. His practice focuses on export controls and economic sanctions matters. Prior to joining the firm, Scott was an associa...
Associate
Email (202) 342-8845(202) 342-8845
Lee Baumgardner is an associate in the firm’s Washington, D.C. office. Prior to joining Kelley Drye, Lee was a law clerk at the Department of Justice in the Torts Branch, Aviation and Ad...
Associate
Email (202) 342-8459 (202) 342-8459
Jenny Wainwright is an associate in the firm’s Washington, D.C. office.  Her practice focuses on federal and state regulatory and transactional matters involving communications service p...

Publications

08/13/2018 | Client Advisories
Kelley Drye Client Advisory
04/13/2011 | Client Advisories
Kelley Drye Client Advisory
04/05/2011 | Client Advisories
Kelley Drye Client Advisory
01/12/2009 | Client Advisories
Kelley Drye Client Advisory