Covington has a preeminent practice advising US and foreign companies and business associations on transactional, regulatory, legislative, and policy matters related to foreign direct investment and cross-border investment. Our attorneys and advisors have held senior positions in the U.S. Departments of Treasury, State, Commerce, Homeland Security, Defense and Justice, the National Economic Council within the White House, and the Office of the U.S. Trade Representative. We have been called upon frequently to testify before Congress on policy matters related to foreign investment and have written extensively on the legal and policy aspects of cross-border investments.
A core strength of our practice is advising US and foreign companies on all aspects of the U.S. national security review process of foreign investments under the Exon-Florio amendment, as administered by the Committee on Foreign Investment in the United States (“CFIUS”). Chambers USA has recognized Covington’s CFIUS practice as “field leading,” and has noted our “lawyers combine technical skills with political judgments that are unparalleled.” Indeed, our lawyers were at the forefront of shaping the Foreign Investment and National Security Act of 2007, which reformed CFIUS, and the implementing regulations.
We have handled transactions and provided related advice to clients in virtually every sector subject to CFIUS review, including aerospace, defense, software, information and advanced technologies, telecommunications, energy, finance, ports, chemicals, and pharmaceuticals/bio-technology. Our representations have included, at various points, the largest Chinese, Saudi Arabian, and Russian acquisitions ever made in the United States, and we represent a number of leading European, Middle Eastern, and Asian companies who regularly seek CFIUS approval. We also have represented a number of foreign government-owned entities in matters before CFIUS.
Covington is often called upon for the most complex CFIUS reviews, involving high-stakes commercial investments that present myriad issues ranging from cutting-edge technology transfers to defense and homeland security contracting and novel compliance matters. We have handled among the very few transactions that have proceeded to a decision by the President of the United States and have negotiated mitigation agreements that have served as templates for particular industries. We also have drafted and implemented detailed compliance plans for clients following mitigation agreements with CFIUS, and have assisted in related inspections and examinations of client facilities by law enforcement and intelligence agencies.
Our practice also encompasses the critically-important Congressional dimension of cross-border transactions as well. We often work directly and discreetly with Congressional committee staff and Members of Congress to review and explain potentially sensitive transactions, regardless of whether the transaction is to be filed for review with CFIUS.
In the defense sector, our attorneys also frequently counsel clients on matters related to the mitigation of foreign ownership, control or influence (“FOCI”) under applicable US national industrial security regulations. We have drafted, negotiated, and assisted clients in implementing various corporate arrangements to mitigate FOCI with respect to U.S. government proscribed information.
For clients with broader cross-border investment interests, including transactions involving multiple jurisdictions, we are able to leverage our experience with, and knowledge of, international institutions and key decision makers in other countries to provide strategic advice on potential political and legal ramifications of investments. For example, we worked closely with several clients to understand and navigate the sovereign investment regulatory efforts within the IMF and OECD in 2008. We also have frequently advised clients regarding investments in emerging markets, including how such investments may impact existing or planned operations in the United States, Europe, and other more developed markets.
Representative Matters
- AOL - Sale of ICQ instant messaging business to Mail.ru Group Limited.
- Abu Dhabi National Energy Company (TAQA) - Acquisition of a tolling arrangement in the electric power industry.
- Advanced Technology Investment Company - Joint venture with Advanced Micro Devices to form GLOBALFOUNDRIES; acquisition of Chartered Semiconductor.
- BAE Systems, Inc. - Acquisitions of Armor Holdings, MTC Technologies, Advanced Ceramics Research, Atlantic Marine, OASYS Technology, and Intelligence Service Business of L-1 Identity Solutions.
- British Telecommunications plc - Acquisitions of Infonet Services Corp, Counterpane Internet Security, Comsat International, and Wire One Communications (among others).
- Carlyle Group - Sale of Landmark and Standard Aero to Dubai Aerospace International, and proposed sale of John Maneely Company to OSJC Novolipetsk Steel.
- Check Point Software Technologies - Acquisitions of NFR Security, Inc., security appliance business of Nokia, and Liquid Machines, Inc.
- China Investment Corporation - Investment in AES Corp.
- Datascope Corporation - Sale of business unit to Mindray Medical Instruments of China.
- e2v - Acquisition of QP Semiconductor.
Accolades
- Numerous print and broadcast media have recognized our lawyers as leading experts in the field of CFIUS practice.
- For Covington publications on CFIUS, please click here.
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