Practices  |  International Trade

CFIUS and National Security


Wiley Rein has an unparalleled ability to assist clients on a broad range of national security issues. We counsel U.S. and foreign companies in matters before the Committee on Foreign Investment in the United States (CFIUS) and the Defense Security Service (DSS), and provide assistance with CFIUS and DSS mitigation agreements and network security agreements (NSA). Wiley Rein’s CFIUS and National Security Practice also has more than two decades of experience handling matters related to export controls, including the International Traffic in Arms Regulations (ITAR), economic sanctions, and the Foreign Agent Registration Act (FARA). Our Team of legal and policy experts, including a former U.S. government official who led the drafting and implementation of CFIUS regulations and the conduct of CFIUS reviews, have managed numerous complex national security cases with successful outcomes for our clients.  

Wiley Rein has insider knowledge of the CFIUS process and people and we have 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, aviation among others. As a result, we have substantial expertise assisting parties with transactions that involve sophisticated technology, classified information, and critical technology and infrastructure. The Practice’s work includes the negotiation of national security agreements. We advise clients on strategies to mitigate national security risks and to address any political and public relations issues on the national and local level. The firm has longstanding 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 has significant experience assisting parties to acquisitions or transactions that require the approval of DSS, an agency within the U.S. Department of Defense (DOD). Any acquisitions by non-U.S. buyers of a company holding a facility security clearance (FCL) are subject to DSS approval.  Companies subject to Foreign Ownership, Control or Influence (FOCI) cannot receive or retain an FCL unless FOCI has been effectively mitigated through an agreement or other mechanism approved by DSS. We have represented a wide range of companies with transactions subject to DSS jurisdiction, from the due diligence phase to implementation to FOCI mitigation measures. Members of Wiley Rein’s CFIUS and National Security Practice consistently work with key U.S. government decision-makers to help craft successful FOCI mitigation instruments, which may include board resolutions, security control agreements, special security agreements, or more complex proxy agreements or voting trusts. We work to ensure efficient coordination between the review process at DSS and the often parallel, but independent, review by CFIUS, so that neither process impedes the other.

Our preeminent Practice assists parties to foreign acquisitions of communications facilities subject to Federal Communications Commission (FCC) approval, which often require NSAs. As members of Team Telecom, the Department of Justice (DOJ), the Federal Bureau of Investigation (FBI), and the Department of Homeland Security (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 focus on infrastructure protection has increased the scope of NSAs and Team Telecom involvement. Our National Security attorneys often pair with our renowned Telecom, Media & Technology Practice to provide comprehensive counsel and guidance in this area.

Our National Security professionals also partner with the firm’s Election Law & Government Ethics Group to provide full-service representation in FARA matters. FARA requires persons acting as agents of foreign principals in a political or quasi-political capacity to make periodic public disclosure of their relationship with the foreign principal, as well as activities, receipts, and disbursements in support of those activities. The FARA Registration Unit of the Counterespionage Section (CES) in the National Security Division (NSD) of DOJ is responsible for the administration and enforcement of the Act. 

Wiley Rein’s CFIUS, DSS and National Security Practice is further strengthened by the broad and diverse expertise of professionals in the firm’s other areas of specialty, including the Export Controls, Economic Sanctions/Office of Foreign Assets Control, Anti-Money Laundering, FCPA, Cybersecurity, Telecom, Media & Technology, Privacy, Government Contracts, International Trade, Public Policy, and Corporate practices.

Representative Experience

Wiley Rein’s national security experience includes, among others:

  • Counseling the largest global supplier of computer storage equipment through the CFIUS process, pertaining to investment by a Chinese company.
  • Assisting a major U.S. producer of semiconductor technology with its possible sale to a Chinese company.
  • 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 the 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 DSS with respect to companies involved in Top Secret government 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.
  • Assisting a Chinese company in the CFIUS process in conjunction with its ownership pursuit of a well-known U.S. aviation company.
  • Representing a multinational non-U.S. company before DSS, organizing its new U.S. subsidiary to perform classified contracts, and assisting in gaining all required clearances.
  • Advising a rising U.S. cybersecurity company as the seller to a UK company in the CFIUS process.
  • 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.
  • Counseling a significant Canadian telecommunications company through the CFIUS process in its acquisition of a U.S. cable services provider company.
  • Advising a major U.S. consultancy firm on the DSS process and FOCI considerations consistent with the National Industrial Security Program Operating Manual (NISPOM).
  • Representing a Canadian sovereign wealth fund in the CFIUS process as it sought to purchase U.S. energy interests.
  • Representing a Middle Eastern shipping company in its successful 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 an advanced technology and engineering company in the United States.
  • Advising multiple private equity and hedge fund organizations in their assessment of transactions that have national security implications, covering the full range of U.S. industries.
  • 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.
  • Representing clients in various FARA matters including registrations, guidance regarding compliance issues, and advisory opinion requests.

Contact Us

Daniel B. Pickard
202.719.7285 |

Tracye Winfrey Howard
202.719.7452 |

Nova J. Daly
202.719.3282  |

Richard C. Sofield *
202.719.4500 |

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