The National Security and Foreign Direct Investment Review
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Major companies, governments and state-owned companies, private equity firms, investment funds and financial institutions turn to Dechert for transactional, compliance, and investigations advice regarding rapidly evolving national security regulations.
Working in close coordination with our top-ranked corporate and securities and financial services and investment management practices, Dechert’s national security team has extensive experience advising clients before the White House, Committee on Foreign Investment in the United States (CFIUS), U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), U.S. Commerce Department’s Bureau of Industry and Security (BIS), U.S. State Department’s Directorate of Defense Trade Controls (DDTC), the UK Investment Security Unit (ISU), UK Office of Foreign Sanctions Implementation (OFSI), and other enforcement authorities.
Our diverse, multilingual team of lawyers located in the United States, Europe, and Asia also counsels on investigative, preventive, and remedial measures to help clients keep in compliance and successfully resolves breaches of national security laws and regulations. Our experienced perspective is informed by team members with backgrounds as former public officials, compliance officers, and enforcement agents.
In the United States, CFIUS is authorized to review foreign investment in or acquisition of a U.S. business that may affect U.S. national security, and the current climate with respect to such reviews is rapidly evolving. It is essential to consider CFIUS implications of a transaction early to prevent the transaction’s delay or collapse.
We advise foreign and domestic buyers including private equity firms and sovereign wealth funds as well as sellers, target companies, and third parties on the CFIUS review process and similar FDI national security review processes imposed by governments in Europe, Asia and around the world. We advise regarding deal structure and deal terms; we help determine whether to bring a transaction before regulatory authorities; we assemble the required information and materials for a filing; and, as appropriate and necessary, we negotiate mitigation terms and national security agreements and guide companies with respect to monitoring and enforcement of such agreements. Our attorneys also advise on strategies to address political and policy considerations.
We know far more than the published regulations and guidance. Our attorneys advise on the practical scope, interpretation, application and jurisdictional nuances of the rules and the discretion exercised by sanctions enforcement authorities such as the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) and UK and EU regulatory agencies, including the UK Office of Financial Sanctions Implementation (OFSI). We have significant experience with sanctions applicable to Russia, Iran, Syria, Myanmar and Venezuela as well as the U.S. Global Magnitsky Sanctions and the UK Global Anti-Corruption Sanctions Regulations, among other programs.
Clients also benefit from our experience with transactions, investments and exports as well as relationships with subsidiaries, employees and third parties who may raise compliance concerns. We provide clear risk assessments of prohibited activities and commercially viable, legitimate business opportunities and help develop effective measures to mitigate potential risks.
We also advise on anti-money laundering enforcement matters and administrative proceedings brought by the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN), Financial Industry Regulatory Authority (FINRA) and U.S. federal financial regulators. Our team also represents clients before UK and European financial regulatory authorities and works with Dechert’s cross-border investigations white collar defense group when clients face investigations and criminal prosecution.
We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to economic sanctions and anti-money laundering laws and regulations.
We advise on U.S., UK and EU export and trade controls, including the requirements of the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, the requirements that apply to “dual use” items under the EU Dual Use Regulation and the EU’s Common Military List, and requirements administered by the UK Department of Business, Innovation and Skills’ Export Control Organization (ECO) and other authorities in individual EU Member States.
The U.S. government prohibits cooperation with foreign boycotts of countries friendly to the United States. The complex rules apply not only to U.S. companies and individuals but also to foreign affiliates doing business in the Middle East and elsewhere. The team advises clients on substantive prohibitions and exceptions and related reporting obligations.
We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to export and trade controls laws.
Working with companies across borders, Dechert's team creates and implements risk-based anti-corruption compliance programs that detect and prevent violations of the Foreign Corrupt Practices Act (FCPA), UK Bribery Act (UKBA) and similar laws elsewhere in the world. We counsel chief compliance officers, senior management, audit committees and boards of directors on sensitive matters including voluntary disclosure, discipline of employees and remediation.
Clients turn to Dechert for advice relating to internal and government investigations involving corruption, commercial bribery, bribery of foreign government officials and violations of local laws around the world. We also have experience with multilateral development bank anti-corruption investigations, audits and sanctions proceedings, including multi-jurisdictional and parallel investigations.
We also regularly advise clients with respect to suspension and debarment proceedings before U.S. government agencies and international financial institutions (IFIs). We assist clients in improving compliance policies, demonstrating present responsibility, and negotiating settlement agreements with government suspension and debarment officials.
We also perform internal compliance reviews and investigations, help draft voluntary disclosures and responses to government subpoenas and other inquiries, and represent clients before government enforcement proceedings related to anti-bribery laws.
Dechert's global privacy & cybersecurity practice is second to none. It includes a deep, global bench with decades of experience, several of whom are pioneers in the space. Our team includes sought-after thought-leaders with unparalleled experience.
Our national security and privacy teams work together to provide solution-oriented, business-focused, forward-thinking advice and strategic counseling to the world’s most sophisticated global companies — from Silicon Valley to the European Economic Area and beyond — on the most complex, cutting-edge privacy and cybersecurity matters that require an integrated approach to complying with global privacy, cybersecurity and national security laws.
Our national security and privacy teams collaborate to:
For more information visit our Privacy & Cybersecurity page
We advise clients on the delicate issues that arise when a company receives a Foreign Intelligence Surveillance Act (FISA) order or national security letter and negotiate the best options for response.
Our team members hold security clearances, and our experience includes high-level service in the U.S. Department of Justice, advising the president, U.S. Attorney General and senior intelligence community officials on the most sensitive national security legal matters, including FISA requirements and limitations. This government experience includes playing a central role in the executive branch’s efforts to work with Congress to reform FISA, and in the public debates and hearings leading up to enactment of sweeping FISA amendments.