CFIUS and Non-Notified Transactions: Managing the Non-Notified Process, Increased Risk for Transaction Parties
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide counsel to U.S. and non-U.S. businesses considering and that have completed cross-border transactions with a particular focus on the CFIUS process as it relates to non-notified transactions. The panel will examine what is happening and what has changed with respect to non-notified transactions and its impact on transaction risks, what the process looks like and how to effectively manage it, and what all of this ultimately means for transaction parties.
Outline
- CFIUS overview
- Pre-FIRRMA landscape
- Post-FIRRMA landscape
- CFIUS process for non-notified transactions
- CFIUS Outreach
- Addressing CFIUS Questions
- Requests for a Notice
- Recent CFIUS scrutiny of non-notified transactions
- Best practices
- Strategic considerations
- Managing the increased risk for transaction parties
- Anticipating and planning for potential outcomes
Benefits
The panel will review these and other relevant issues:
- How does the CFIUS process for identifying and reviewing non-notified transactions work?
- What are lessons for counsel from recent CFIUS developments?
- What steps should counsel and companies take to address CFIUS issues related to cross-border transactions?
- What types of non-notified transactions is CFIUS most likely to pursue?
- How does the increased focus on non-notified transactions affect overall CFIUS risk in negotiating new deals?
- What best practices should counsel employ to manage the non-notified process?
Faculty
Keith Schomig
Partner, Litigation Department
Paul Hastings
Mr. Schomig is a partner in the National Security Regulation and Investigations and Global Trade Controls... | Read More
Mr. Schomig is a partner in the National Security Regulation and Investigations and Global Trade Controls practices of Paul Hastings and is based in the firm’s Washington, D.C. office. He focuses his practice in the areas of national security reviews before the Committee on Foreign Investment in the United States (CFIUS), as well as foreign ownership, control, or influence (FOCI) mitigation matters before the U.S. Departments of Defense and Energy. Mr. Schomig's experience includes advising on major private equity investments and large-scale mergers and acquisitions across a broad range of industries. He has market-leading CFIUS and FOCI expertise from over 16 years of specialized experience advising clients in all aspects of the CFIUS and FOCI-mitigation processes, including strategic planning, risk assessment, due diligence, filing, and mitigation negotiation and implementation. Mr. Schomig has long been recognized as a leading CFIUS expert, with experience that includes negotiating numerous complex CFIUS mitigation agreements.
Close
Karalyn Mildorf
Partner
White & Case
Ms. Mildorf is a partner in the firm’s National Security and CFIUS practice, focusing her practice in the areas... | Read More
Ms. Mildorf is a partner in the firm’s National Security and CFIUS practice, focusing her practice in the areas of Exon-Florio reviews before the Committee on Foreign Investment in the United States, foreign ownership, control or influence (FOCI) mitigation, and export control compliance. She has represented clients in nearly 200 CFIUS reviews covering a wide variety of industries and investor countries, and has extensive experience with national security requirements in connection with complex transactions. She advises clients on all matters pertaining to CFIUS reviews, including conducting due diligence, developing and implementing CFIUS strategies, and negotiating CFIUS-related deal terms.
Close
Andy M. Walker
Partner
Accenture Strategy
Mr. Walker is a strategy consultant and advisor to clients who are working to understand the business and financial... | Read More
Mr. Walker is a strategy consultant and advisor to clients who are working to understand the business and financial model impacts of the CFIUS requirements, and works with companies post-mitigation program to develop the programs and operating models required by CFIUS and FOCI-mitigation agreements. He has worked with major Telecom, High Tech and A&D clients to set-up special business entities, as well as to make the changes required to pass National Security audits.
Close
Ryan Brady
Counsel
White & Case
Mr. Brady practices in the firm’s Global International Trade group and is a member of the firm’s Foreign... | Read More
Mr. Brady practices in the firm’s Global International Trade group and is a member of the firm’s Foreign Direct Investment Reviews & US National Security/CFIUS practice. A former government official, he most recently served as Deputy General Counsel at the Department of the Treasury, where his responsibilities included managing significant oversight and investigations matters and providing legal and strategic counsel on a wide variety of issues about international affairs (including CFIUS), enforcement and intelligence (including sanctions and AML), banking and finance, and tax. He also previously held other senior-level positions in the federal government, including Associate Counsel to the President in the White House Counsel’s Office and Executive Secretary at the Treasury Department. Earlier in his career, he was an associate at White & Case, where his practice focused on government and internal investigations, corporate compliance matters, and complex civil litigation. His experience includes representing domestic and foreign clients in cases involving corruption, money laundering, fraud, and collusion.
Close
Jack F. Donahue
Managing Director
Accenture Strategy
Mr. Donahue is an executive in Accenture’s strategy consulting practice where he works with the leaders of Tech... | Read More
Mr. Donahue is an executive in Accenture’s strategy consulting practice where he works with the leaders of Tech and Telecom companies to assess, plan for and mitigate the operational and financial implications of National Security regulatory requirements. He has experience advising clients through CFIUS negotiations, implementation of CFIUS and FOCI-mitigation agreements and business unit carve outs required to meet National Security requirements.
Close