CFIUS & US National Security

"Latham has an excellent, well-experienced CFIUS team."
Chambers USA 2023

"The practice excels in CFIUS mandates and national security reviews."
The Legal 500 US 2021

"The team is extremely proactive, knowledgeable and helpful in advising and assisting in navigating the CFIUS and international merger control process."
Chambers USA 2021

Overview

Latham draws on broad national security and government experience to help foreign and domestic clients engaged in cross-border investments, mergers, and acquisitions involving US businesses.

We help clients navigate government regulatory regimes and secure clearance from national security regulators, including the Committee on Foreign Investment in the United States (CFIUS), the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (Team Telecom), the Defense Counterintelligence and Security Agency (DCSA), and the Department of Energy.

Our team engages early with US and foreign parties involved in US business transactions to evaluate the need for and prepare for reviews by US national security regulators. Our work often involves advice relating to:

Planning and negotiating prospective transactions to manage risk
Developing mitigation plans to facilitate regulatory approval
Managing presentations to regulators and advocating for transactions in the regulatory clearance process
Implementing mitigation agreements and other compliance commitments, and post-transaction advice concerning compliance with ongoing regulatory responsibilities arising from transactions
Obtaining and maintaining facility security clearances
Assessing foreign ownership, control or influence (FOCI) over cleared US contractors and negotiating FOCI mitigation arrangements with DCSA, the Department of Energy and other agencies
Managing national security reviews and/or entry into security agreements with Team Telecom for telecommunications companies
Addressing export control requirements that may arise from foreign acquisitions

We work in tandem with our transactional colleagues, as well as subject matter and industry experts, to tailor efficient and effective approach for each transaction. We start by working to understand the unique characteristics of the transaction parties, and identify potential sensitivities that could stand in the way of achieving the needed regulatory clearances. The team also works closely with financial, public relations, and other advisors when appropriate to smooth the path to deal clearance.

Agency leaders and staff know us and we know them. Senior lawyers within our group have held positions in the agencies that constitute CFIUS and other US federal agencies. We regularly represent clients before CFIUS as well as its constituent member agencies, including the US Departments of Commerce, Defense, Energy, Homeland Security, Justice (including the FBI), and State.

Experience

The team has represented US businesses and foreign investors in CFIUS and related national security reviews in connection with foreign investments from dozens of countries. Our long track record of successfully guiding clients through the CFIUS process and related national security reviews includes a number of complex and high-profile transactions, such as:

Energy

Avangrid — Representation of Avangrid, a clean energy company, in securing CFIUS clearance in connection with the merger with PNM Resources.
Con Edison — Representation of Con Edison in securing CFIUS clearance in connection with the acquisition of Con Edison’s Clean Energy Businesses by RWE.
Enagás S.A. — Representation of Enagás S.A., a Spanish public energy company in securing CFIUS clearance in connection with its indirect acquisition of a minority interest valued at US$836 million in Tallgrass Energy LP.
Energy Capital Partners (ECP) — Representation of ECP, a leading power and renewables private equity investor, in securing CFIUS clearance in connection with ECP’s sale of a 40% stake in Terra-Gen to First Sentier Investors.
EnergySolutions, Inc. — Representation of EnergySolutions, Inc., a US energy industry services provider, in securing CFIUS clearance in connection with EnergySolutions’ sale of its Project, Products, and Technology division to WS Atkins plc.
Macquarie Infrastructure and Real Assets — Representation of Macquarie Infrastructure and Real Assets, the world’s largest infrastructure asset manager with growing portfolios in real estate, agriculture, and energy, in securing CFIUS clearance in connection with the transfer of its minority interest in the parent company of Puget Sound Energy.
Siemens AG — Representation of Siemens AG, a German multinational company, in securing CFIUS clearance for various matters, including its strategic acquisition of Dresser-Rand Group, a supplier of custom-engineered rotating equipment solutions, for US$7.8 billion.
Wheelabrator Technologies, Inc. — Representation of Wheelabrator Technologies, Inc., a waste-to-energy facilities operator, in securing CFIUS clearance in connection with its acquisition by Macquarie Group Ltd., an Australian multinational independent investment bank and financial services company.
Global Infrastructure Investment Firm — Representation of a global infrastructure investment firm in securing CFIUS clearance in connection with the US$1.43 billion sale of stake in a 680-mile pipeline.
Global Oil and Gas Equipment Provider — Representation of a US-based provider of systems and solutions to the oil and gas industry in securing CFIUS clearance in connection with its US$13 billion merger of equals with a leading project management, engineering, and construction company based in France.
Japanese Multi-National — Representation of a large Japanese multi-national company in securing CFIUS clearance in connection with its acquisition of interest in a large power generation facility in the Northeast US.

Financial Services

Worldline SA — Representation of Worldline SA, a French payment and transactional services company, in securing CFIUS clearance in connection with its US$8.6 billion acquisition of Ingenico Group SA, a France-based provider of secure electronic payment technology.

Healthcare & Life Sciences

Astorg and OPEN Health — Representation of Astorg and OPEN Health in securing CFIUS clearance in connection with its acquisition of Acsel Health.
Astorg Partners and Cinven — Representation of a private equity consortium jointly led by Astorg Partners and Cinven in securing CFIUS clearance in connection with its acquisition of LGC, a global leader in the life sciences tools sector.
LG Chem Ltd. — Representation of LG Chem Ltd., a Korean chemical company, in securing CFIUS clearance in connection with LG Chem’s acquisition of Aveo Pharmaceuticals.
Opiant Pharmaceuticals — Representation of Opiant Pharmaceuticals, Inc., a biopharmaceutical company developing treatments for addiction and drug overdose, in securing CFIUS clearance in connection with its acquisition by Indivior PLC, a global pharmaceutical company listed on the London Stock Exchange.
Siemens Healthineers AG — Representation of Siemens Healthineers AG, a leading medical technology company headquartered in Germany, in securing CFIUS clearance in connection with its merger with Varian Medical Systems, Inc.
Life Sciences Company — Representation of a life sciences company in securing CFIUS clearance in connection with the sale of a life sciences company to a private Chinese buyer.

Manufacturing, Defense & Aerospace

Joby Aviation, Inc. — Representation of Joby Aviation, Inc., a US aerospace company, in securing CFIUS clearance in connection with its direct minority investment by Toyota Motor Corporation.
Novelis Inc. — Representation of Novelis Inc., a leader in aluminum rolling and recycling, in securing CFIUS clearance of its proposed US$2.6 billion acquisition of Aleris Corporation.
Photonis International SAS — Representation of Photonis International SAS, a leading manufacturer of light intensifier tubes for night vision binoculars and scientific detection systems, in securing CFIUS clearance regarding acquisition by HLD Europe.
Perusa Partners Fund 2, L.P. — Representation of Perusa Partners Fund 2, L.P., a European investment firm, in securing CFIUS clearance in connection with the acquisition of majority equity interest of Schroth Safety Products, LLC, a manufacturer and seller of restraint systems and other safety solutions.
Survitec Acquisition Company Limited — Representation of Survitec, a global leader in survival and safety solutions to the marine, defense, aviation, and offshore markets, in securing CFIUS clearance in connection with its £450 million debt and equity restructuring and acquisition by private equity consortium.
Vision Technologies Aerospace Inc. and Singapore Technologies Engineering Ltd. — Representation of Vision Technologies Aerospace Inc., an aerospace maintenance and engineering group held by Singapore Technologies Engineering Ltd., in securing CFIUS clearance in connection with its acquisition of MRA Systems, LLC, a unit of General Electric Company.

Real Estate

Chinese Insurance Company — Representation of a People’s Republic of China-based insurance company in securing CFIUS clearance in connection with investment in and acquisition of a US$2 billion mixed-use real estate development in New York City.

Semiconductors

Avago Technologies Limited — Representation of Avago Technologies Limited, a Singaporean semiconductor company, in securing CFIUS clearance in connection with its US$37 billion acquisition of Broadcom, a major manufacturer of telecommunications and networking equipment.
Bosch Group — Representation of Bosch Group in securing CFIUS approval in connection with its acquisition of certain assets of TSI Semiconductors Corporation, a U.S. chipmaker with a foundry in Roseville, California.
Integrated Device Technology, Inc. — Representation of Integrated Device Technology, Inc., a leading supplier of analog mixed-signal products, including sensors, connectivity, and wireless power, in securing CFIUS clearance in connection with its proposed acquisition by Japan-based Renesas Electronics Corporation, a premier supplier of advanced semiconductor solutions.
Mattson Technologies, Inc. — Representation of Mattson Technologies, Inc., a US manufacturer of semiconductor tools, in securing CFIUS clearance in connection with its acquisition by E-Town Dragon, a Chinese investment group.
Automated Solutions Company — Representation of a US company that designs precision automation solutions for the semiconductor and electronics manufacturing industry in securing CFIUS clearance in connection with its acquisition by Asia-based electronics company.
Israeli Technology Company — Representation of an Israeli technology company in securing CFIUS clearance in connection with its acquisition of a semiconductor and software company.
Semiconductor Company — Representation of a multinational company that designs NoC interconnect semiconductor intellectual property (IP) and system-on-chip IP deployment technology, in securing CFIUS clearance in connection with a joint venture, with a China-based semiconductor manufacturer.
Semiconductor Company — Representation of a US company in the semiconductor industry in securing CFIUS clearance in connection with an acquisition by a Chinese investor.

Technology/Cyber

Atos SE — Representation of Atos SE, a global leader in digital transformation based in France, in securing CFIUS clearance in connection with its US$3.4 billion acquisition of Syntel, a US-based multinational provider of integrated technology and business services.
BC Partners — Representation of BC Partners, the European private equity firm based in the UK, in securing five interlocking CFIUS clearances in connection with its US$2.2 billion acquisition of CenturyLink’s data center business.
Coalfire Systems, Inc. — Representation of Coalfire Systems, Inc., a provider of cybersecurity advisory and assessment services, in securing CFIUS clearance in connection with its acquisition by funds advised by Apax Partners
Newegg Inc. — Representation of Newegg Inc., an online computer hardware and consumer electronics retailer based in California, in securing CFIUS clearance in connection with the sale of a 56% stake in Newegg to Hangzhou Liaison Interactive Information Technology Co, a leader in mobile technology based in China.
Ribbon Communications Inc. — Representation of Ribbon Communications Inc., a global software leader in secure and intelligent cloud communications, in securing CFIUS clearance in connection with its merger with ECI Telecom Group Ltd., an Israel-based manufacturer of telecommunications equipment.
Data Center Operator — Representation of a market-leading data center operator, in securing CFIUS approval in connection with the acquisition of all outstanding common shares by a global infrastructure investor and an affiliate in a transaction valued at US$11 billion.

Telecommunications

Hytera Communications Corporation Limited — Representation of Hytera Communications Corporation Limited, a Chinese manufacturer and supplier of land mobile radio and digital mobile radio products, systems, and applications, in securing CFIUS clearance in connection with its acquisition of the US business of Sepura plc, a UK company.
Submarine Cable Operator — Representation of a submarine cable operator in securing CFIUS clearance in connection with its sale to a Japanese telecommunications company.
Telecommunications Company — Representation of a US-based telecoms equipment company in securing CFIUS clearance in connection with its merger with a South Korean telecom equipment leader.

Transportation

Hyundai Motor Company — Representation of Hyundai Motor Company in securing CFIUS clearance in connection with a minority investment in SES, a company developing next-generation lithium batteries.
Hyundai Motor Company and Kia Corporation — Representation of Hyundai Motor Company and Kia Corporation in securing CFIUS clearance in connection with investments in IonQ, a quantum computing company.
Hyundai Motor Group — Representation of Hyundai Motor Group, a South Korean multinational automotive manufacturer, in securing CFIUS clearance in connection with its US$4 billion autonomous driving joint venture with Aptiv.
Triton — Representation of Triton, an international investment firm, in securing CFIUS clearance in connection with its acquisition of a majority interest in RENK AG, a manufacturer of special gear units and transmissions for tracked vehicles, industrial applications, and the shipbuilding industry, as well as components for propulsion technology and test systems, from Volkswagen.
Wren House Infrastructure Management Limited — Representation of Wren House Infrastructure Management Limited in securing CFIUS clearance in connection with its acquisition of an equity stake in SeaCube Container Leasing Ltd., a leading global purchaser and lessor of refrigerated containers.

Miscellaneous Industries

Mining Company — Representation of a portfolio owner of mineral mines in securing CFIUS clearance in connection with the sale of a business under chapter 11 proceedings.
Genealogy Company — Representation of a genealogy company in securing CFIUS clearance in connection with an investment by foreign investor.