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 practice on cross-border investment and national security matters, including reviews conducted by the Committee on Foreign Investment in the United States (CFIUS), and is a partner in the firm’s data privacy and cybersecurity practice.
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 being named The American Lawyer’s Dealmaker of the Year three times. His work includes successfully securing three of the four Presidential approvals in the history of CFIUS; securing the only Presidential order protecting a client against a proposed hostile takeover; and negotiating the only “golden share” the U.S. government has taken in a U.S. company. 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).
For more than two decades, 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 encounter challenges in CFIUS; provide strategic counsel to clients on navigating and addressing U.S. national security considerations in commercial transactions; and negotiate solutions with the U.S. government, including equity arrangements, that protect national security interests while preserving shareholder value and U.S. business interests.
In the enforcement area, David has represented clients in numerous enforcement actions pursued by CFIUS, including two of the three largest penalty cases resolved with CFIUS.
Reflecting his experience on complex U.S. national security matters intersecting with China, David is regularly engaged by the world’s leading multinational companies to advise on emerging legal issues, including outbound investment restrictions and regulations governing information and communications technologies and services (ICTS), as well as strategic legal projects related to the evolving U.S.-China competitive landscape.
In addition, in the foreign investment and national security area, David routinely advises clients on matters requiring mitigation of foreign ownership, control, or influence (FOCI) under applicable national industrial security regulations. His work includes advising many of the world’s leading aerospace and defense companies and private equity firms, as well as telecommunications transactions subject to public safety, law enforcement, and national security review by Team Telecom.
Representative CFIUS, FOCI, and Team Telecom Matters:
U. S. Steel in its $14.9 billion acquisition by Nippon Steel, including the “golden share” issued to the U.S. government.
TikTok in negotiating the national security terms of its framework agreement with the U.S. government that resulted in the formation of TikTok USDS Joint Venture and the related CFIUS resolution of ByteDance’s acquisition of Musical.ly.
Qualcomm in securing CFIUS and Presidential orders blocking Broadcom’s $117 billion hostile takeover attempt via a proxy fight for the board.
Deutsche Telekom in securing CFIUS, Team Telecom, and FOCI approvals for the approximately $26 billion merger of T-Mobile and Sprint.
GlobalFoundries in securing CFIUS and FOCI approval of its acquisition of the IBM Microelectronics Division, valued at more than $1 billion.
Semtech in securing CFIUS non-objection of its acquisition of HieFo, satisfying President Trump’s order requiring the divestiture of HieFo from its Chinese shareholders.
Rio Tinto in securing CFIUS approval for its $6.7 billion acquisition of Arcadium Lithium.
Kunlun and Grindr in securing CFIUS approval for the $608 million sale of Grindr to San Vicente.
Brookfield Renewables and Cameco in securing CFIUS approval for their $7.9 billion acquisition of Westinghouse.
SoftBank in securing CFIUS approval for its $3 billion sale of 90% of Fortress Investment Group to Mubadala.
AcBel Polytech, Inc., in its $505 million acquisition of the Power Conversion business of ABB.
Advent International in multiple matters, including:
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;
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.
Aptiv in securing CFIUS approval in multiple matters, including $3.5 billion acquisition of Wind River Systems.
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.
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.
Czechoslovak Group in securing CFIUS approval for its $2.15 billion acquisition of The Kinetic Group.
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.
Global Crossing in securing Presidential and CFIUS approval of its acquisition by Singapore Technologies Telemedia.
GlobalFoundries in multiple matters, including securing CFIUS and FOCI approval for the $650 million sale of its Avera business to Marvell Technology and securing CFIUS approval for its $168 million acquisition of MIPS.
IBM in securing CFIUS approval of the sale of its PC division to Lenovo.
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.
Mubadala Investment Company in securing CFIUS approval in multiple matters.
Nexen in securing CFIUS approval of its $15 billion acquisition by the China National Offshore Oil Corp.
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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