Wiley Rein has an unparalleled ability to assist U.S. and foreign companies before the Committee on Foreign Investment in the United States (CFIUS) and the Defense Security Service (DSS) and with network security agreements (NSA). With more than two decades of CFIUS, NSA, and DSS experience, our Team of legal and policy experts, including former U.S. government officials responsible for CFIUS reviews and the drafting and implementation of CFIUS regulations, have managed numerous complex CFIUS, NSA, and DSS cases. This comprehensive experience positions us to provide guidance on all aspects of the CFIUS, NSA, and DSS processes.
Wiley Rein has extensive experience counseling clients in transactions that involve nearly every industry sector subject to CFIUS review, including energy, transportation infrastructure, telecommunications, defense, software, advanced technologies, finance, chemicals, and pharmaceuticals, among others. As a result, we have substantial expertise assisting parties with transactions that involve sophisticated technology and classified information. Our work includes the negotiation of national security, proxy, and special security agreements. We advise clients on strategies to mitigate national security risks and to address political and public relations issues on the national and local level.
Our attorneys and consultants have served in nearly every CFIUS department, including the U.S. Departments of Treasury, Homeland Security (DHS), Justice (DOJ), Defense (DOD), State, and Commerce, as well as on the National Security Council. The firm has long standing relationships with members of Congress and Executive branch officials, and we have worked directly with congressional committee staff and members of Congress to review and explain potentially sensitive transactions.
Wiley Rein’s CFIUS practice is complemented by the broad and diverse strength of professionals in the firm’s other areas of specialty, including Government Contracts, Export Controls, Cybersecurity, Economic Sanctions/Office of Foreign Assets Control, FCPA, and Corporate, and is further bolstered by a host of specialized practice experience in defense, telecommunications, aviation, satellite technology, and other sectors.
Wiley Rein has a preeminent practice assisting parties to foreign acquisitions of communications facilities subject to Federal Communications Commission (FCC) approval, which often require NSAs. As members of “Team Telecom,” DOJ, the Federal Bureau of Investigation (FBI), and DHS participate in the FCC licensing process to ensure that foreign investments do not impair U.S. law enforcement, national security, or infrastructure protection priorities. DHS’s focus on infrastructure protection has increased the scope of NSAs.
Wiley Rein has significant experience assisting parties to acquisitions subject to approval by DSS, an agency within the DOD. Any sale or substantial divestiture by a company holding facility security clearances (FCLs) involves DSS, but acquisitions by non-U.S. buyers are subject to additional scrutiny and stricter compliance requirements. Companies subject to Foreign Ownership, Control or Influence (FOCI) cannot receive or continue to hold FCLs unless FOCI has been effectively mitigated through an agreement or other mechanism approved by DSS. We have represented a wide range of companies subject to DSS jurisdiction, from the due diligence phase through drafting transactional documents and negotiating with DSS to agree on FOCI mitigation measures that both protect U.S. national security and permit the newly foreign-owned business to remain competitive. We consistently work with key U.S. government decision-makers and help craft successful FOCI mitigation programs that may include board resolutions, special security agreements, or more complex proxy agreements or voting trusts, as well as the secondary administrative and related agreements necessary for the successful implementation of a security protection plan. We ensure the best possible coordination between the review process at DSS and the parallel, but independent, review by CFIUS so that neither process impedes the other.
Wiley Rein experts who provide assistance, guidance, and support on CFIUS and DSS matters include the following professionals:
Consultant Nova J. Daly joined Wiley Rein after serving as the Deputy Assistant Secretary for Investment Security and Policy at Treasury from 2006 to 2009. In that capacity, he ran the CFIUS process, oversaw the reviews of more than 350 cases, negotiated the new CFIUS law, and was responsible for the development, coordination, and implementation of the new CFIUS regulations. He also worked closely with DSS officials in numerous CFIUS cases and other national security matters.
Founding partner Richard E. Wiley, former FCC Chairman, heads the firm’s preeminent Communications Practice and was named one of “Washington’s Top Lawyers” by Washingtonian magazine (2009). Partner Jim Slattery, a former six-term U.S. congressman, heads our Public Policy Group. Partner David A. Gross served as Ambassador and the U.S. Coordinator for International Communications and Information Policy at State from 2001 to 2009. Partner Rand L. Allen, recognized by Chambers USA as one of “America’s Leading Lawyers for Business,” represents clients, including the largest aerospace and defense contractors, in every aspect of government contracting. Partner Kay Tatum, chair of the Corporate Practice, assists clients in all phases of a transaction and has experience representing government contractor, technology, and financial services clients in mergers, acquisitions, joint ventures, and complex commercial contracts. Partner Daniel B. Pickard provides comprehensive guidance on multiple trade and investment issues, including compliance with the National Industrial Security Program (NISP) and on FOCI issues. Partner Amy E. Worlton, an expert on economic sanctions and privacy, advises on security and law enforcement issues. Partner Megan L. Brown, former counsel to the Attorney General, advises on litigation, appellate, and Team Telecom matters.
Wiley Rein’s CFIUS and NSA experience includes, among others:
- Assisting a Fortune-10 U.S. company through the CFIUS process in conjunction with its joint venture with a government-controlled Middle Eastern company in the oil and gas sector.
- Assisting a major New York private equity fund in its acquisition of one of America’s largest defense and energy contractors to the U.S. government.
- Advising in multiple sales of U.S. defense contractors to foreign buyers and securing CFIUS approval and security clearances from the DSS with respect to Top Secret programs.
- Counseling a major foreign government-controlled satellite company in its acquisition of substantial satellite communications assets serving the United States and the international community.
- Representing a multinational non-U.S. company before the DSS, set up its new U.S. subsidiary to perform classified contracts, and assisted in gaining all required compliances.
- Assisting buyers, sellers, institutional investors, private fund complexes, and foreign sovereign wealth funds with foreign investments in U.S. computer, defense, and natural resources companies.
- Advising a major U.S. consultancy firm on the DSS process and foreign ownership, control or influence considerations in the National Industrial Security Program Operating Manual (NISPOM) process.
- Representing a Middle Eastern shipping company in its acquisition of a U.S. logistics firm with extensive classified government contracts.
- Advising a U.K. engineering and infrastructure construction firm in its purchase of a U.S. advanced technology and engineering company.
- Advising in the sale and acquisition of numerous U.S. communications assets, including terrestrial and mobile companies.
- Counseling on the sale of U.S. cellular communications assets to a European telecommunications company.
Export Controls. Wiley Rein’s Export Controls Team is led by John R. Shane, who has more than two decades of experience in this area. The Group routinely represents U.S. businesses and foreign businesses with U.S. affiliates before the Department of State’s Directorate of Defense Trade Controls (DDTC) and the Department of Commerce’s Bureau of Industry and Security (BIS). Our Team assists companies in navigating the often complex requirements of the International Traffic in Arms Regulations (ITAR) administered by DDTC and the Export Administration Regulations (EAR) administered by BIS.
Economic Sanctions/Office of Foreign Assets Control (OFAC). Wiley Rein provides a full range of services in the economic sanctions area to clients from a diverse cross-section of industries, both in the United States and across the globe. Our practice encompasses the entirety of OFAC-related services, including transaction counseling; risk assessment; development of sanctions compliance programs; compliance audits; licensing; representation of clients before Executive branch officials in OFAC, the Treasury, and State Departments, as well as on Capitol Hill; and defense of enforcement actions.
Anti-Money Laundering. Wiley Rein’s Anti-Money Laundering Practice handles issues related to the Bank Secrecy Act as amended by the USA PATRIOT Act. We counsel U.S. financial institutions and foreign entities with U.S. business units concerning comprehensive risk assessments and corresponding risk-based compliance programs. Members of our Team include Amy E. Worlton, who has broad experience in counseling domestic and foreign financial institutions and developing anti-money-laundering programs.
Foreign Corrupt Practices Act (FCPA). Wiley Rein advises U.S. and foreign companies on developing, implementing, and rigorously reviewing their FCPA compliance programs, and on educating their overseas branches, subsidiaries, managers, and agents with corporate procedures for handling contracts with foreign government entities or involving government officials. Led by John R. Shane and Daniel B. Pickard and in conjunction with nationally known government ethics expert Jan Witold Baran and his team, our FCPA practice counsels a wide variety of national and international clients across multiple industries.
Cybersecurity & Network Security. Increasing and disruptive cyberattacks on government and private networks have heightened the need for businesses to protect their assets and reputations and to ensure that government policies are properly focused and balanced. New legislation from Congress and the Obama Administration’s Cyberspace Policy Review, which seeks to create public-private partnerships to protect the nation's digital infrastructure, likely will have significant national and international effects on corporate activities and business plans. Wiley Rein monitors current and developing domestic and international initiatives in this area and leverages our expertise and experience to shape policy and assist clients.
Public Policy. Wiley Rein has been engaged in public policy advocacy since the firm’s inception. Our proven record of success, combined with our solid experience and judgment, assists clients in achieving their legislative and policy goals in Washington and nationwide. Our Group is led by Jim Slattery, a former six-term Democratic congressman, who draws upon extensive insight and experience gained during his distinguished career in high-level government service to formulate successful strategies for clients before Congress and federal regulatory agencies.
Communications. Wiley Rein has the largest communications law practice in the country—what The New York Times has described as the “brand name” of communications law. The Group’s more than 80 attorneys and engineers handle matters involving virtually all aspects of the federal, state, and international laws governing the telecommunications, Internet, and media industries. Our International Telecommunications Practice, headed by Ambassador David A. Gross, is comprised of attorneys and engineers with broad experience in both senior government policymaking and private practice. Our professionals have extensive experience with the government institutions that shape and administer communications statutes and policies and include a former Chairman of the FCC, four former FCC Commissioners, a former FCC General Counsel, two former FCC Chiefs of Staff, as well as the former U.S. Coordinator for International Communications and Information Policy (Ambassador Gross), and a former Administrator of the National Telecommunications and Information Administration (NTIA) (Nancy J. Victory).
Government Contracts. Ranked in the top tier of government contracts practices nationwide by Chambers USA, Wiley Rein’s Government Contracts Practice, led by Rand L. Allen and William A. Roberts, III, is composed of more than 40 attorneys and consultants who handle every aspect of government contracting, including bid protests, claims and disputes, terminations, false claims litigation, mergers and acquisitions, suspension and debarment matters, compliance programs, audits and reviews, internal investigations and False Claims Act (FCA) litigation, data rights and intellectual property, cost accounting, and employment issues uniquely affecting government contractors. Wiley Rein was praised in the 2009 edition of Chambers USA as “a first-rate firm with real depth.”
Corporate. Wiley Rein’s Corporate Practice has a strong transactional focus with substantial experience in mergers and acquisitions, divestitures, exchanges, joint ventures, financing and capital formation, licensing, and restructuring transactions. Our attorneys have completed hundreds of deals involving billions of dollars and thousands of properties throughout the country. In recent years we have represented clients in a variety of industries, including broadcasting, cable, satellite, new media, wireless, telecommunications, real estate, construction, energy, transportation, banking, manufacturing, entertainment, government contracting, health care, and franchising.
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