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National Security Reviews (CFIUS)

National Security Reviews (CFIUS) Background Decorative Image

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
  • Semiconductors
  • Telecommunications
  • Automotive
  • Energy & Infrastructure
  • Life Sciences
  • Private Equity
  • Software

Experience Highlights

  • Represented a foreign domiciled company in its acquisition of another foreign domiciled company, both with substantial U.S. operations, resulting in a combined company with approximately $49 billion in annual revenue

  • Represented a Canadian-domiciled company in its $2.4 billion purchase of a U.S. earth imagery and geospatial solutions and analytics company, which involved novel issues before CFIUS pertaining to control of space-based assets

  • Represented a state-owned enterprise in a billion dollar plus investment in a U.S. exploration and production joint venture

  • Represented a state-owned enterprise from the People’s Republic of China in acquiring a U.S. logistics business

  • Represented a U.S. aerospace company selling its business, which included classified contracts, and negotiated a mitigation agreement with the Defense Security Service

  • Represented a U.S. engineering and construction company selling its business, which included classified contracts, and negotiated mitigation agreements with the Defense Security Service and the National Nuclear Security Administration

  • Represented a German company acquiring a U.S. software company, which held classified contracts, and negotiated a mitigation agreement with the Defense Security Service

  • Represented a Chinese publicly traded company regarding an investment in a U.S. manufacturer of high-resolution network security cameras

  • Represented a U.S. public utility regarding a foreign investment in a joint venture

  • Represented a U.S. company in connection with the $1 billion acquisition, together with several foreign investors, of a crude oil and condensate pipeline system

  • Represented a U.S. oil field services company selling a division to a European company

  • Represented a U.S. automobile parts manufacturer in the sale of a division to a state-owned-enterprise

  • Represented a Fortune 100 company in the sale of an office building to a foreign investor in a densely populated urban center, navigating national security concerns that resulted from the building’s proximity to sensitive U.S. Government operations

  • Represented a U.S. manufacturer of computer manufacturing technology to Japanese acquirer and 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 an aerospace company in a transaction valued at approximately €1.2 billion

  • Represented two Fortune 200 Asian corporations in their minority investment in the creation of a $10 billion U.S. liquefied natural gas (LNG) export facility

  • Secured CFIUS clearance in connection with the acquisition of a U.S. regulated natural gas utility by a Canadian energy infrastructure company

  • Assisted a client in obtaining what the press reported as the first CFIUS approval of a transaction involving the acquisition by a state-owned entity of a U.S. business that owned export-controlled machinery

  • Represented Francisco Partners and TPG in $6.5 billion take-private of New Relic

  • Represented COSCO Shipping in its $6.3 billion acquisition of Orient Overseas International Limited, including negotiation of a National Security Agreement with CFIUS

  • Represented Plains Midstream on $3.75 billion sale of Canadian natural gas liquids business to Keyera

  • Represented SD Biosensor and SJL Partners in $1.53 billion acquisition of Meridian Bioscience

  • Represented Symphony Technology Group in $1.5 billion acquisition of Momentive Global, maker of SurveyMonkey

  • Represented CDH in $1.4 billion acquisition of Sirtex

  • Represented STG in $1.4 billion take-private of Avid Technology

  • Represented Saba in $1.4 billion sale to Cornerstone

  • Represented Teleperformance in $1 billion acquisition of Intelenet

  • Represented Dynapower in $580 million sale to Sensata Technologies

  • Represented CWT US, LLC in agreement to be acquired by Global Business Travel Group in $570 million transaction

  • Represented Quotient Technology, Inc. in $430 million business combination with Neptune Retail Solutions

  • Represented Vector Capital in $355 million sale of MarkLogic

  • Represented Madison Industries in acquisition of CAE Healthcare for $226 million

  • Represented Atlas Energy Solutions on $220 million acquisition of Moser Energy Systems

  • Represented Hotel Shilla in connection with $121 million investment in 3Sixty Duty Free

  • Represented Foxconn in Partnership and Investment in Lordstown Motors

  • Represented Francisco Partners and Forcepoint in sale of its G2CI Business to TPG

  • Represented Vector Capital in Acquisition of Riverbed Technology

  • Represented Mitsubishi Corporation in investment and participation in ExxonMobil’s Low Carbon Hydrogen and Ammonia Project

  • Represented Riverside Company in investment in U.S. Cabinet Depot

  • Represented H.I.G. Capital in its acquisition of Segers Aero Corporation

  • Represented STG Partners in acquisition of Wrike

  • Represented Wynnchurch Capital in the sale of Midland Industries

  • Represented Industrial Growth Partners in the sale of Des-Case

  • Represented a public Israeli company before CFIUS in acquisition of critical technologies business, including negotiation of a National Security Agreement, during litigation between the parties

  • Represented private equity firm in the sale of its interests in a utility-scale and distributed generation renewables business

  • Represented a Chinese-owned asset manager in multiple acquisitions before CFIUS, including negotiating four mitigation agreements

  • Represented multiple Chinese companies in non-notified outreaches by CFIUS in software companies

  • Guidance across dozens of transactions to a PRC government-owned investor

  • Guidance across dozens of transactions to a state-owned Middle Eastern investor

  • Advised Middle Eastern energy company on CFIUS issues related to a contemplated acquisition of certain OCS Leases in the United States and prepared and filed the Joint Voluntary Notice to CFIUS related thereto

  • Assisted energy engineering and construction services company in the preparation and filing of a joint voluntary notice to CFIUS

  • Conducted CFIUS due diligence for a number of corporate and energy/infrastructure transactions

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