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Heather L. Finstuen

Partner

Washington +1 202 662 5823

  • About
  • Representative Matters
  • Credentials
  • About

    Heather Finstuen has extensive experience advising clients on cross-border investment and U.S. national security matters, negotiating and implementing mitigation agreements, and leading internal investigations and responding to government inquiries related to U.S. national security risks. Clients regard Heather as “very thoughtful” and “superb at translating legal requirements to business realities” (Chambers USA).

    Heather represents domestic and international companies in numerous industries in securing the approval of the Committee on Foreign Investment in the United States (CFIUS). She frequently advises clients on national industrial security program regulations and engages with the Defense Counterintelligence and Security Agency, the Department of Energy, and other cognizant security agencies on the determination and mitigation of foreign ownership, control, or influence (FOCI).

    Heather has expertise in identifying CFIUS and FOCI mitigation solutions that support commercial strategic objectives and translating complex mitigation requirements into pragmatic business practices. She has been involved in many complex CFIUS and FOCI matters across all industry sectors, including Brookfield Asset Management and Cameco’s $7.9 billion acquisition of Westinghouse; Advent International’s $14 billion consortium investment in McAfee and $6.4 majority investment in Maxar Technologies; BAE Systems’ $5.5 billion acquisition of Ball Aerospace and $2 billion combined acquisition of Collins Aerospace’s military GPS business and Raytheon’s military radios business; Peugeot’s $58 billion merger with Fiat Chrysler Automobiles to create Stellantis N.V.; Nexen Inc.’s $15 billion sale to China National Offshore Oil Corporation; and GlobalFoundries’ $1 billion acquisition of the IBM Microelectronics Division.

    Heather counsels U.S. government contractors on National Industrial Security Program Operating Manual (NISPOM) requirements, obtaining and maintaining facility and personnel security clearances, safeguarding requirements, and supply chain considerations. Heather has led numerous internal investigations relating to U.S. national security issues and compliance concerns and has counseled U.S. government contractors in connection with internal investigations, mandatory disclosures, federal inquiries and investigations, and compliance policies and procedures.

    Heather was recognized as a Law360 International Trade MVP for 2021 and 2024.

    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.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters

    Representative National Security, CFIUS, and FOCI Matters

    • Securing CFIUS and FOCI mitigation approvals for numerous companies, including:
      • Brookfield Asset Management and Cameco Corporation – $7.9 billion acquisition of Westinghouse
      • Advent International – multiple transactions, including its $6.4 billion take-private acquisition of Maxar Technologies; $14 billion consortium acquisition of McAfee; $5 billion acquisition of Cobham; and approximately $3 billion acquisition of Ultra Electronics
      • BAE Systems, Inc. – multiple transactions, including its $5.5 billion acquisition of Ball Aerospace and $2 billion combined acquisition of Collins Aerospace’s military GPS business and Raytheon’s military radios business
      • RADA Electronics – all-stock merger with Leonardo DRS
      • Rolls-Royce – multiple transactions
      • Peugeot – $58 billion merger with Fiat Chrysler Automobiles to create Stellantis N.V.
      • Nexen Inc. – $15 billion acquisition by China National Offshore Oil Corporation Ltd.
      • GlobalFoundries – $1 billion acquisition of IBM’s Microelectronics Division and $650 million sale of Avera business to Marvell Technology
      • Micro Focus – $8.8 billion acquisition of HPE’s software business and $2.5 billion sale of its SUSE business
      • Presidio – $2.2 billion sale to BC Partners
      • Publicis Groupe – $3.7 billion acquisition of Sapient
      • Tyco International – $16.5 billion merger with Johnson Controls
      • The Carlyle Group – multiple transactions
      • Veritas Capital – $225 million sale of Alion Science and Technology’s Systems Solutions Business Unit to Serco, Inc.
      • Temasek Holdings (Singapore) – multiple transactions
      • CenturyLink – $2.2 billion sale of Savvis Data Center Business
      • Elbit Systems – multiple transactions
      • HAECO – $388 million acquisition of TIMCO Aviation
      • e2v technologies – acquisition of QP Semiconductor
      • 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 on internal reorganizations, including to enhance corporate efficiencies in compliance with FOCI mitigation agreements and unwind or decrease FOCI mitigation requirements.
    • 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

    • Investigating allegations of non-compliance with FOCI mitigation requirements and making related disclosures for multiple companies.
    • 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.

    Areas of Expertise

  • Credentials
    Education
    • University of Oklahoma College of Law, J.D., 2006
        • with highest honors
        • Order of the Coif 
        • Oklahoma Law Review, Editor-in-Chief 
    • University of Illinois, M.A., 1995
        • Fulbright Fellowship
    • Occidental College, B.A., 1990
    Bar Admissions
    • District of Columbia
    • Texas
    Judicial Clerkship
    • 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)
    • Law360, International Trade MVP (2024, 2021)

    Areas of Expertise

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