National Security Reviews (CFIUS)
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
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
- InsightFebruary 13, 2020