After months of negotiations, Congress revealed the compromise version of the National Defense Authorization Act for Fiscal Year 2023 (NDAA) on December 6, 2022. The bill, viewed as a “must-pass” piece of legislation because...more
12/15/2022
/ Burma ,
China ,
Department of Defense (DOD) ,
Drug Trafficking ,
Economic Sanctions ,
Export Controls ,
Financial Institutions ,
Foreign Investment ,
Human Rights ,
Iran ,
NDAA ,
Popular ,
Russia ,
Semiconductors ,
Supply Chain
In what likely portends enforcement actions in the near future, the U.S. Department of the Treasury published its first ever CFIUS Enforcement and Penalty Guidelines (the “Guidelines”)....more
Last month, the Committee on Foreign Investment in the United States (CFIUS) released its Annual Report to Congress covering 2021. The key takeaway is that CFIUS is more active than ever, subjecting a record number of...more
9/15/2022
/ CFIUS ,
China ,
Corporate Counsel ,
FIRRMA ,
Foreign Agents Registration Act (FARA) ,
Foreign Direct Investment ,
Foreign Investment ,
Jurisdiction ,
Mitigation ,
National Security ,
Written Notice
Those who have been waiting to see how exactly the United States Department of Commerce will distinguish and ultimately control “emerging” and “foundational” technologies may not get an answer after all....more
Revised draft legislation circulated June 13th is the most recent salvo in a long-running effort that is increasingly likely to create an unprecedented outbound investment review mechanism in the United States. ...more
6/17/2022
/ CFIUS ,
China ,
Critical Infrastructure Sectors ,
Department of Agriculture ,
Department of Health and Human Services (HHS) ,
Department of Homeland Security (DHS) ,
Foreign Entities ,
Foreign Investment ,
National Security ,
Russia ,
Trade Representatives ,
Written Notice
2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end...more
1/21/2022
/ Acquisition Agreements ,
Acquisitions ,
Antitrust Division ,
Artificial Intelligence ,
CFIUS ,
Coronavirus/COVID-19 ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Digital Services ,
EU ,
Excise Tax ,
Federal Trade Commission (FTC) ,
Global Market ,
Horizontal Mergers ,
Initial Public Offering (IPO) ,
Mergers ,
National Security ,
NYSE ,
PIPEs ,
Popular ,
Private Equity ,
REIT ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
UK ,
Universal Proxy Cards ,
Vertical Mergers
AI and machine learning technologies remain a focus of the U.S. government’s national security apparatus. AI is a key sector in the Unites States’ race against China to remain at the forefront in the development and...more
After several years of foreign and domestic negotiations surrounding controls on intrusion software, the U.S. Department of Commerce’s Bureau of Industry & Security (BIS) published an interim final rule on October 21, 2021,...more
11/5/2021
/ Bureau of Industry and Security (BIS) ,
Commerce Control List ,
Corporate Counsel ,
Cybersecurity ,
ECCNs ,
Export Administration Regulations (EAR) ,
Export Controls ,
Exports ,
Popular ,
Software ,
The Wassenaar Arrangement
As close observers of the Committee on Foreign Investment in the United States (“CFIUS” or “Committee”) are aware, the Committee has the authority to recommend that the President of the United States block a transaction on...more
This alert considers the recent updates and guidance published by the UK’s Department for Business, Energy and Industrial Strategy (BEIS) regarding the UK’s National Security and Investment Act 2021 (the “Act”).
These...more
On July 26, 2021, the Committee on Foreign Investment in the United States (CFIUS) released its unclassified Annual Report to Congress for the 2020 calendar year. The Annual Report provides statistics and insights into the...more
On April 29, 2021, the U.S. Department of Justice’s National Security Division and the U.S. Attorney’s Office for the District of Massachusetts (collectively, “DOJ”) announced that DOJ entered into a precedent-setting...more
On April 8, 2021, the Senate Foreign Relations Committee Chairman, Senator Robert Menendez (D-New Jersey), and the Committee’s ranking member, Jim Risch (R-Idaho), introduced the Strategic Competition Act of 2021 (the “Act”...more
On March 22, 2021, the Department of Commerce (“Commerce”) interim final rule to implement provisions of Executive Order 13873 on Securing the Information and Communications Technology and Services (ICTS) Supply Chain became...more
4/2/2021
/ Biden Administration ,
CFIUS ,
China ,
Critical Infrastructure Sectors ,
Electronic Communications ,
Executive Orders ,
Federal Acquisition Regulations (FAR) ,
Foreign Investment ,
Imports ,
Interim Final Rules (IFR) ,
Internet ,
Market-Sharing ,
NDAA ,
Networks ,
Notice of Proposed Rulemaking (NOPR) ,
Software ,
Supply Chain ,
Technology Sector ,
Trump Administration ,
U.S. Commerce Department
On March 12, 2021, a U.S. district court granted a temporary injunction requested by the Hong Kong-listed, Chinese electronics giant, Xiaomi Corporation (“Xiaomi”). The injunction blocks the U.S. Department of Defense (“DoD”)...more
3/22/2021
/ Biden Administration ,
Department of Defense (DOD) ,
Executive Orders ,
Hong Kong ,
Injunctions ,
NDAA ,
Office of Foreign Assets Control (OFAC) ,
Preliminary Injunctions ,
Prohibited Transactions ,
Regulatory Authority ,
Sanctions ,
SDN List ,
Technology Sector ,
Trump Administration ,
U.S. Treasury
2020 brought the COVID-19 pandemic and other headline-grabbing challenges, along with “the usual” quadrennial questions around the U.S. election. Early in the year, businesses and dealmakers focused on the pandemic and...more
1/15/2021
/ Antitrust Division ,
CFIUS ,
Coronavirus/COVID-19 ,
Due Diligence ,
Economic Stimulus ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU Horizontal Safeguard Regulation (HSR) ,
Federal Trade Commission (FTC) ,
Human Rights ,
Initial Public Offering (IPO) ,
Loan Forgiveness ,
Loans ,
Material Adverse Events ,
Poison Pill ,
Popular ,
Private Equity ,
Remote Working ,
Representations and Warranties ,
Special Purpose Acquisition Companies (SPACs)
On December 28, 2020, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued five new frequently asked questions (“FAQs”) that clarify the scope of Executive Order (“E.O.”) 13959, the basis for OFAC’s...more
Over the past summer, prompted by a bipartisan Congressional letter identifying a two‑decade‑old statute as an unused tool in confronting China’s strategy of “Military-Civilian Fusion,” the U.S. Department of Defense (“DOD”)...more
Parties to investment transactions involving U.S. businesses engaged in “critical technologies” activities will soon be subject to modified requirements for mandatory filings to the Committee on Foreign Investment in the...more
9/18/2020
/ CFIUS ,
Corporate Counsel ,
Critical Infrastructure Sectors ,
Export Administration Regulations (EAR) ,
Export Controls ,
Final Rules ,
FIRRMA ,
Foreign Investment ,
ITAR ,
NAICS ,
National Security ,
U.S. Commerce Department ,
U.S. Treasury
On July 14, 2020, the Federal Acquisition Regulation (“FAR”) Council published a long-awaited interim rule (the “Interim Rule”) implementing the second prong of Section 889 of the 2019 National Defense Authorization Act...more
7/15/2020
/ Breach of Contract ,
China ,
Federal Acquisition Regulations (FAR) ,
Federal Contractors ,
Interim Rule ,
NDAA ,
Offerors ,
Subcontractors ,
Surveillance ,
Telecommunications ,
Waivers
As widely reported, the Standing Committee of the National People’s Congress (the “NPC”) completed its deliberation of and formally promulgated the Law of the People’s Republic of China on Safeguarding National Security in...more
The United States has for decades utilized its economic clout to pursue sanctions against rogue governments and regimes, terrorists, narcotics traffickers, and human rights abusers. Now, with roughly half a year left in his...more
When the Committee on Foreign Investment in the United States (CFIUS) introduced the critical technologies “pilot program” in 2018, many foreign investors and U.S. companies gained an appreciation for the pivotal role U.S....more
On May 15, 2020, the Department of Commerce Bureau of Industry and Security (BIS) issued an interim rule (“Interim Rule”) significantly expanding its control of certain foreign-produced items when there is “knowledge” that...more
Earlier this month, the May 1, 2020 Executive Order (EO) on Securing the U.S. Bulk-Power System (BPS) was issued, and we wanted to pass along the following comments/insights about such EO. We find that it is helpful first to...more