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..
Heather Finstuen has extensive experience advising clients on cross-border investment and related national security matters, as well as leading internal investigations and responding to U.S. government civil and criminal investigations.
In the national security area, Heather represents domestic and international companies in numerous industries in securing the approval of the Committee on Foreign Investment in the United States (CFIUS) and provides counseling on negotiating, implementing, and complying with CFIUS national security agreements. She frequently advises clients on national industrial security regulations and engages with the Defense Counterintelligence and Security Agency, the Department of Energy, and other cognizant security agencies on topics including the determination and mitigation of foreign ownership, control, or influence (FOCI). She also counsels defense contractors on National Industrial Security Program Operating Manual (NISPOM) requirements, obtaining and maintaining facility and personnel security clearances, safeguarding requirements, supply chain considerations, and investigating and responding to compliance concerns.
Heather has been involved in many complex CFIUS and FOCI matters, including Nexen Inc. in its $15 billion sale to China National Offshore Oil Corporation, GLOBALFOUNDRIES’ $1 billion acquisition of the IBM Microelectronics Division, Micro Focus on transactions including its $8.8 billion acquisition of HPE’s software business and $2.5 billion sale of its SUSE business, CenturyLink’s $2.2 billion sale of its Savvis data center business, Publicis Groupe’s $3.7 billion acquisition of Sapient, numerous matters for BAE Systems, and multiple transactions for The Carlyle Group.
Heather also represents and counsels government contractors in connection with internal investigations, mandatory disclosures, federal inquiries and investigations, and compliance policies and procedures. Heather has led numerous internal fraud and ethics investigations in various industries (defense, manufacturing, software, banking and finance, healthcare, food) into a range of issues including cyber security, labor charging, billing and claims, sourcing requirements, manufacturing and quality control processes, accounting, compensation structures, and mortgage foreclosure practices.
Before joining the firm, Heather served as a law clerk to the Honorable Carolyn Dineen King of the United States Court of Appeals for the Fifth Circuit.
Representative National Security, CFIUS, and FOCI matters:
Securing CFIUS and FOCI mitigation approvals for numerous companies, including Nexen (acquisition by China National Offshore Oil Corporation Ltd.); GLOBALFOUNDRIES (acquisition of IBM’s Microelectronics Division); Micro Focus (acquisition of HPE’s software business, sale of its SUSE business); Publicis Groupe and Sapient (Publicis’s acquisition of Sapient); BAE Systems, Inc. (multiple, including acquisitions of Marine Hydraulics International and IAP Research); The Carlyle Group (multiple); Alion Science and Technology (sale of its Naval Systems Unit); CenturyLink (sale of Savvis Data Center Business); Elbit Systems (multiple, including acquisition of M7 Aerospace); HAECO (acquisition of TIMCO Aviation); e2v technologies (acquisition of QP Semiconductor); and Energy Future Holdings (investment in Oncor Electric Delivery Company by the Government Investment Corporation of Singapore and the Ontario Municipal Employees Retirement System).
Advising defense and technology companies, private equity and investment funds, and education and research institutions on NISPOM and other national security regulations, conducting internal compliance investigations, advising on reporting requirements, and recommending remedial measures.
Advising international and domestic companies and private equity and investment funds on transaction structuring and diligence considerations in light of national security regulatory approvals and requirements.
Advising on U.S. government supply chain considerations and counterintelligence concerns.
Representative Government and Internal Investigations:
Representing a Fortune 500 defense contractor in a False Claims Act investigation involving labor charges at overseas military bases.
Representing a Fortune 100 defense contractor in a criminal export controls and False Claims Act sourcing action by the Department of Justice.
Representing a defense contractor in a criminal fraud and civil False Claims Act matter involving military armor.
Representing a government contractor in a False Claims Act investigation brought by the Department of Justice involving the pricing of goods supplied to the U.S. military.
Advising a defense contractor in an action by an Air Force Accident Investigation Board.
Serving as Board-appointed monitor for a national healthcare company under civil and criminal investigation for Medicare billing and quality control practices, including conducting numerous internal investigations and advising on development of compliance policies and procedures.
Representing financial institutions in FIRREA actions by the Department of Justice involving payment processers and FHA-insured mortgage loans.
Representing the independent consultant, Treliant Risk Advisors LLC, in conducting a required independent review of a financial firm’s mortgage foreclosure practices.
Representing a company in an SEC enforcement action regarding inventory accounting issues.
Hon. Carolyn Dineen King, U.S. Court of Appeals, Fifth Circuit, 2006 - 2007
Pro Bono
Representing a Honduran national in the US Court of Appeals for the Third Circuit in successfully challenging a Board of Immigration Appeals’ decision denying withholding of removal.
Advising a national civil rights organization on US constitutional issues relating to the state detention of material witnesses.
Accolades
Chambers USA, International Trade: CFIUS Experts (2023-2024)
Chambers Global, International Trade: CFIUS Experts "Up and Coming" (2024)
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