Vinson & Elkins has an extensive and longstanding practice before the Committee on Foreign Investment in the United States (CFIUS). CFIUS is an inter-agency body charged with identifying risks to U.S. national security potentially presented by mergers, acquisitions, joint ventures, and other transactions in which a foreign entity acquires control over, or certain rights in, a U.S. business. V&E has advised a broad range of U.S. and non-U.S. clients in proceedings before CFIUS and other national security agencies. Our experience includes clients from Asia, Europe, the Middle East, and North America, conducting business in a wide range of industries—from pension fund managers, investment banks, and private equity funds, to operating companies considering a wide range of transactions.
Our practitioners have established relationships with CFIUS member agencies, including the Departments of the Treasury, Defense, Homeland Security, Energy, and others. Our extensive knowledge of defense industries, technology, and the energy and critical infrastructure sectors enables us to evaluate the key risk factors, advise clients considering transactions, and ultimately to manage sensitive matters through the CFIUS process. V&E has enjoyed a number of CFIUS “firsts,” including the first CFIUS filing by a Chinese state-owned enterprise under the then-new 2008 regulations, the first Chinese acquisition of a U.S. auto parts manufacturer, and the first state-owned enterprise investment in U.S. exploration and production assets.
Our team is composed of experienced practitioners in a variety of fields closely related to our CFIUS work. We have extensive experience negotiating CFIUS mitigation agreements as well as agreements to mitigate foreign ownership, control or influence (FOCI), such as security control agreement (SCAs), special security agreements (SSAs) and proxy agreements with the Defense Security Service (DSS) and the Department of Energy, which allow companies with foreign ownership to perform on contracts requiring access to U.S. government classified information. Our CFIUS practice complements V&E’s Corporate, M&A, Export Controls, Government Contracts and Antitrust practices, which rank consistently among the leading practices in the nation.
Industry Sector Experience
- Aerospace & Defense
- Diversified Manufacturers
- Engineering & Construction
- Oil & Gas - Upstream, Midstream, Downstream
- Energy & Infrastructure
- Life Sciences
- Private Equity