Overview
The law firm of Vinson & Elkins has extensive experience representing U.S. and foreign clients in cross-border investment transactions involving confidential proceedings before the Committee on Foreign Investment in the United States (CFIUS). Our experience includes both U.S. sellers of assets and foreign purchasers of assets.

One critical consideration in any cross-border transaction in which a non-U.S. person will acquire control of a U.S. business is the potential national security impact. Under the Defense Production Act of 1950, the President was given authority to review cross-border transactions for their possible national security impact. The Act was amended in 2007 by the Foreign Investment and National Security Act (FINSA), which changed the playing field considerably.

FINSA encourages, but does not require, parties to certain cross-border transactions to subject their transaction to review by CFIUS, an inter-agency committee chaired by the Department of the Treasury. Now, almost any transaction involving a foreign acquirer, particularly involving sensitive technologies, defense industry suppliers, export-controlled products, energy businesses, and other critical infrastructure, should be analyzed to determine whether a filing should be made.

V&E’s CFIUS practice entails a broad range of exceptional talent and knowledge acquired through substantial experience with CFIUS. Over the years, V&E has established relationships with key government agencies, such as the departments of Defense, State, Commerce, and Treasury. Additionally, our extensive knowledge of traditional defense industries, technology, and critical infrastructure — energy, in particular — enables us to weigh the key risk factors and shepherd sensitive concerns through the CFIUS process.

The substantial experience of the CFIUS practice complements V&E’s Corporate, M&A, and Antitrust practices, which rank consistently among the leading practices in the nation. The CFIUS practice is also supported by V&E’s prominent export controls practice, which has the requisite experience in dealing with foreign ownership and ITAR-related issues. The Export practice, with its focus on companies subject to Special Security Agreements, brings added experience to understanding and structuring CFIUS mitigation agreements that are routinely used to resolve national security concerns.

• Represented a U.S. manufacturer of photomasks used to make microprocessors for military satellites in its $650 million sale to Toppan Printing Co., Ltd., a Tokyo-based corporation; successfully negotiated a special security agreement, mitigation, and trusted source agreements with the Department of Defense
• Represented a European private equity investor in connection with its bid to acquire Avio SpA, an Italian aerospace engine manufacturer which made engine components for U.S. fighter and cargo aircraft; the transaction amount was approximately €1.2 billion
• Successfully represented a client before CFIUS in connection with the sale of a U.S. research and development business involved in sensitive intelligence, battle-management, and signals processing technology and software
• Successfully represented the seller of a business involved in the manufacture of complex, precision-machined aluminum, aluminum lithium, and titanium structural aircraft components for the aerospace and defense industry in connection with its acquisition by a foreign entity
• Successfully represented an oilfield services company in the sale of a business involving export controlled technologies
• Advised a potential foreign purchaser of an integrated U.S. oil and gas company in connection with CFIUS issues in a transaction involving a Russian acquirer
• Persuaded CFIUS that it had no jurisdiction over an exploration and production transaction
• Persuaded CFIUS it had no jurisdiction over the acquisition of an interest in an electric generation joint venture
• Successfully represented a major Asian oil and gas company in the acquisition of a U.S. business
• Advised a large oil and gas company on CFIUS issues
• Advised state-owned companies on CFIUS issues