Covington & Burling LLP operates as a limited liability partnership worldwide, with the practice in England and Wales conducted by an affiliated
limited liability multinational partnership, Covington & Burling LLP, which is formed under the laws of the State of Delaware in the United States
and authorized and regulated by the Solicitors Regulation Authority with registration number 77071..
David Fagan co-chairs the firm’s top ranked practices on cross-border investment and national security matters, including reviews conducted by the Committee on Foreign Investment in the United States (CFIUS), and data privacy and cybersecurity.
David has been recognized by Chambers USA and Chambers Global for his leading expertise on bet-the-company CFIUS matters and has received multiple accolades for his work in this area, including twice being named Dealmaker of the Yearby The American Lawyer. Clients laud him for “[seeing] far more matters than many other lawyers,” his “incredible insight,” and “know[ing] how to structure deals to facilitate regulatory reviews” (Chambers USA).
David’s practice covers representations of both foreign and domestic companies before CFIUS and related national security regulators. The representations encompass matters in which the principal assets are in the United States, as well as those in which there is a smaller U.S. nexus but where solving for the CFIUS issues—including through proactive mitigation and carve-outs—is a critical path for the transaction. David has handled transactions for clients across every sector subject to CFIUS review, including some of the most sensitive and complex matters that have set the template for CFIUS compliance and security agreements in their respective industries. He is also routinely called upon to rescue transactions that have run into challenges in CFIUS, and to negotiate solutions with the U.S. government that protect national security interests, while preserving shareholder and U.S. business interests.
Reflecting his work on U.S.-China investment issues and his experience on complex U.S. national security matters intersecting with China, David is regularly engaged by the world’s leading multi-national companies across a range of industries to advise on strategic legal projects, including supply chain matters, related to their positioning in the emerging competition between the U.S. and China, as well as on emerging legal issues such as outbound investment restrictions and regulations governing information and communications technologies and services (ICTS). David also has testified before a congressional commission regarding U.S. national security, trade, and investment matters with China.
In addition, in the foreign investment and national security area, David is known for his work on matters requiring the mitigation of foreign ownership, control or influence (FOCI) under applicable national industrial security regulations, including for many of the world’s leading aerospace and defense companies and private equity firms, as well as telecommunications transactions that undergo a public safety, law enforcement, and national security review by the group of agencies known as “Team Telecom.”
In his cybersecurity practice, David has counseled companies on responding to some of the most sophisticated documented cyber-based attacks on their networks and information, including the largest documented infrastructure attacks, as well as data security incidents involving millions of affected consumers. He has been engaged by boards of directors of Fortune 500 companies to counsel them on cyber risk and to lead investigations into cyber attacks, and he has responded to investigations and enforcement actions from the Federal Trade Commission (FTC) and state attorneys general. David has also helped clients respond to ransomware attacks, insider theft, vendor breaches, hacktivists, state-sponsored attacks affecting personal data and trade secrets, and criminal organization attacks directed at stealing personal data, among other matters.
Representative CFIUS, FOCI, and Team Telecom Matters:
AcBel Polytech, Inc. in its $505 million acquisition of the Power Conversion business of ABB.
Advent International in multiple matters, including in securing CFIUS and FOCI approval for the $2.6 billion acquisition by its portfolio company Oberthur Technologies of the Identity and Security solutions business of Safran; in securing CFIUS and FOCI approvals for the $6.4 billion take-private acquisition of Maxar Technologies; securing CFIUS approval for a consortium acquisition of McAfee, a deal worth over $14 billion; and securing FOCI approvals for its $1.65 billion acquisition of Laird plc, $5 billion acquisition of Cobham, and approximately $3 billion acquisition of Ultra Electronics.
Agility Public Warehousing and its affiliate National Aviation Services (NAS) in securing CFIUS approval for the merger of NAS with John Menzies PLC, a deal with a valuation of approximately $750 million.
Altice in securing CFIUS and Team Telecom approvals for its $9.1 billion acquisition of Suddenlink and its $17.7 billion acquisition of Cablevision.
Alphawave in securing CFIUS approval for its $210 million acquisition of OpenFive.
ASML in securing CFIUS approval of its $3.1 billion acquisition of Hermes Microvision.
Baring Private Equity in multiple matters, including securing CFIUS approval for its $1.2 billion acquisition of the Healthcare Services business of Hinduja Global Solutions Limited and its $6.7 billion merger with EQT.
BAE Systems in securing CFIUS and FOCI approval for multiple acquisitions, including its $300 million acquisition of the Intelligence Services Business of L-1 Identity Solutions and the $4.1 billion acquisition of Armor Holdings.
Brookfield Renewables and Cameco in securing CFIUS approval for their $7.9 billion acquisition of Westinghouse.
Brooks Automation in securing CFIUS approval for its $675 million divestiture of its Semiconductor Cryogenics Business to Atlas Copco.
CenturyLink in securing Team Telecom and FOCI approval of CenturyLink’s $34 billion merger with Level 3, and in securing CFIUS approval of the $2.2 billion sale of its Savvis Data Center business to BC Partners.
Creat Group in securing CFIUS approval for its $1.5 billion acquisition of Biotest AG, and the sale of Bio Products Laboratory to Permira.
Deutsche Telekom in securing CFIUS, Team Telecom, and FOCI approvals for the approximately $26 billion merger of T-Mobile with Sprint.
Elbit Systems of America in securing CFIUS and FOCI approval for multiple acquisitions, including its $350 million acquisition of Harris Corp. Night Vision Business and its $380 million acquisition of Sparton Corporation.
Elbit Systems Ltd. in multiple matters, including securing CFIUS approval for its acquisition of Universal Avionics.
GKN in securing CFIUS and FOCI approval for the $11 billion takeover by Melrose Industries.
GlobalFoundries, a subsidiary of Mubadala Development Company, in securing CFIUS and FOCI approval for the $650 million sale of its Avera business to Marvell Technology, and in securing CFIUS and FOCI approval of its acquisition of the IBM Microelectronics Division, valued at more than $1 billion.
Intersil in securing CFIUS approval for its $3.2 billion acquisition by Renesas.
Lenovo in securing CFIUS approval for its $2.1 billion acquisition of the x86 Server Business from IBM.
Merck KGaA in securing CFIUS approval for its $6.5 billion acquisition of Versum Materials.
Midea Group in securing CFIUS approval for its $5 billion acquisition of KUKA Systems.
Nexen in securing CFIUS approval of its $15 billion acquisition by the China National Offshore Oil Corp.
Qualcomm in securing CFIUS and Presidential orders blocking Broadcom’s $117 billion hostile takeover attempt via a proxy fight for the board.
Renesas in its $5.9 billion acquisition of Frankfurt-listed Dialog Semiconductor plc.
RADA Electronics Industries Ltd., a leading Israel-based provider of small-form tactical radars, in securing CFIUS and FOCI approvals for its all-stock merger with Leonardo DRS.
Robotic Research, a global leader in autonomous mobility and robotics solutions, on the CFIUS and FOCI approvals for a transformational restructuring and Series A fundraise.
Rolls Royce in multiple CFIUS matters.
Shell in multiple matters, including securing CFIUS approval for the separation of the Motiva Joint Venture with Saudi Aramco and securing CFIUS approval for the sale of its interest in Deer Park Refinery to PEMEX.
SoftBank Group in securing CFIUS approval in multiple matters, including the sale of interests in Boston Dynamics in a deal valued at $1.1 billion.
Takata Corp. in securing CFIUS approval for the $1.6 billion acquisition of its airbag business by Key Safety Systems/Ningbo Joyson.
Veritas Capital in securing CFIUS approval in the $225 million sale of Alion Science and Technology’s Systems Solutions Business Unit to Serco, Inc.
Wafra in securing CFIUS and Team Telecom approval in multiple matters.
WS Atkins in multiple matters, including securing CFIUS and FOCI approval for its $2.75 billion acquisition by SNC Lavalin.
Representative Privacy, Data Security, and Cybersecurity Matters:
Advised the board of directors for a Fortune 500 company in the investigation and response to one of the largest documented cyber infrastructure attacks.
Advised multiple companies in responding to ransomware attacks.
Advised a leading technology company on investigations and responses to advanced persistent threats, development of vulnerability disclosure policies, and development of information sharing programs.
Advised a service provider in the financial services industry on investigating and responding to one of the largest attacks on ATMs in U.S. history.
Advised multiple clients’ C-suites on developing supply chain practices to address government procurement requirements and competing laws and policies in the U.S. and China.
Advised a Fortune 500 industrial company in conducting table top exercises to test incident response procedures and in addressing vulnerability identification by U.S.-CERT.
Represented multiple Fortune 500 companies in connection with FTC and state attorney general investigations of data security practices, including various security breach incidents that have involved third-party hacker intrusions, data tape and laptop losses, inadvertent disclosures, and employee theft and data sales. These investigations have covered matters that range from the loss of more than 100,000 Social Security numbers to the disclosure of millions of bank account and credit card numbers.
Represented multiple clients in governmental audits of their information security practices.
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