Investment Screening

We have a strong team of CFIUS practitioners with extensive experience on security matters. Our team includes, among many others: former general counsels to the Office of the U.S. Trade Representative and the Office of Management and Budget; a former key representative to the National Security Council; a former deputy director in the Office of Foreign Investment Review at the Department of Defense; former associate counsels to the President in three different administrations; a former acting attorney general, deputy attorney general, and assistant attorney general at the Department of Justice; a former member of Congress, and former Congressional staffers, including for the House Financial Services Committee; a vice chairman of the Privacy and Civil Liberties Oversight Board; and a former principal deputy general counsel at the Department of the Treasury.

Sidley helps clients successfully navigate the complex and sensitive legal, commercial, political, and public relations issues presented by the CFIUS process. Our team includes practitioners with decades of experience in this area, including former government officials who have served on CFIUS. We work with clients who deal in complex investment structures across a wide range of sectors, including aerospace/defense, biopharmaceutical, electric vehicles, energy, financial services, information technology, manufacturing, mining, real estate, satellite, semiconductor, software, telecommunications, and transportation, among others. The breadth of our experience and services allows us to solve even the most complex issues. We advise on deal structuring, risk analysis, and all aspects of CFIUS proceedings, from the pre-filing stage, through the formal process, negotiation of mitigation agreement, and monitoring.

Our seasoned government relations team is particularly well equipped to manage the political aspects of CFIUS proceedings. We represent institutions involved in some of the highest-profile foreign acquisitions. Working closely with members of Congress and their senior staffers — including at the Senate Banking Committee and House of Representatives Financial Services Committee — we help ease the political pressures placed upon agency decision-makers by focusing on the merits of each transaction. Multiple members of our team, while working at the U.S. Department of Defense and the U.S. Department of Justice, assisted with the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) implementation.

Our team includes, among many others: former general counsels to the Office of the U.S. Trade Representative, the National Security Council, and the Office of Management and Budget; a former deputy director in the Office of Foreign Investment Review at the Department of Defense; former associate counsels to the President in three different administrations; a former acting attorney general and assistant attorney general for the Civil Division of the Department of Justice; a vice chairman of the Privacy and Civil Liberties Oversight Board; and a former legal counselor to the European Union.

Outside the United States

Many jurisdictions around the world have adopted, or are considering adopting, regulations to screen foreign investment on national security and public order grounds. In today’s world, investors need to be cognizant of these regulations, as the consequences for failing to comply are potentially severe. Divestment orders, and civil and criminal penalties, are possible in many cases, and such actions can result in significant reputational consequences. Sidley is well positioned to advise clients on these matters worldwide.

• Export Controls: Our export controls lawyers focus on licensing and compliance under the Export Administration Regulations and the International Traffic in Arms Regulations administered by the Departments of Commerce and State, respectively. We regularly advise on export control rules as set out both at the EU and EU Member State levels and, following Brexit, as adopted by the United Kingdom.
• Sanctions: Members of Sidley’s economic sanctions team have a clear command of the economic sanctions administered by the Department of the Treasury’s Office of Foreign Assets Control, the Council of the European Union, and, following Brexit, those maintained by Her Majesty’s Treasury of the United Kingdom.
• FOCI Mitigation: We advise clients on all aspects of interactions and agreements with the Defense Counterintelligence and Security Agency (DCSA) needed to mitigate FOCI, including mitigation instruments such as Special Security Agreements, Proxy Agreements, and Board Resolutions required by the DCSA. This advice is normally provided in connection with mergers and acquisitions, principally when non-U.S. entities, including private equity funds with non-U.S. investors or offshore intermediary entities, are acquiring U.S. businesses that perform classified work and therefore require DCSA security clearances. Similar advice is also provided for transactions in which Sidley clients are selling entities performing classified work, to ensure that buyers’ counsel and sellers’ counsel can work effectively together to ensure continuity in this area. Recently, our FOCI team has advised clients in the United States, Europe, Asia, and Australia on purchase and sales transactions focused on companies with high-level security clearances.
• Team Telecom: Sidley has a dedicated team of lawyers who counsel clients regarding the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (formerly, Team Telecom). Our lawyers handle applications before the Federal Communications Commission that generate Committee/Team Telecom inquiries; respond to Committee/Team Telecom questionnaires; engage with the Executive Branch agencies that make up the Committee/Team Telecom to address questions and negotiate agreements; and generally assist clients in understanding and navigating through the telecommunications foreign ownership process.
• Defense Contracting and Procurement: Our firm represents many U.S. and foreign aerospace and other defense contractors in a range of advisory, investigative, and litigation roles related to contracts with departments of the U.S. government. Our advice extends to contract structuring, contract claims and disputes, the Federal Acquisition Regulation’s cost principles, False Claims Act suits, and investigations and compliance programs addressing various ethical and criminal law requirements, including those of the Foreign Corrupt Practices Act.
• Privacy and Information Governance: Sidley’s privacy and information governance team has extensive experience in information law. Our lawyers address U.S., EU, Chinese, and other data privacy issues; global data protection programs; information security; internet issues; and representation in connection with data breaches. These issues often intertwine with other national security issues, especially those that involve classified information or cross-border data transfers.

• PDSTI, a Chinese company, investing in ICON Aircraft, Inc.
• A Finnish company investing in a joint venture in the renewable energy sector
• A Japanese company investing in the oil & gas sector
• A U.S. insurance company selling part of its business to a Japanese controlled company
• A large multinational company acquiring a U.S. agriculture business
• A sovereign wealth fund investing in the telecom sector
• A sovereign wealth fund investing in energy storage assets
• A sovereign wealth fund investing in U.S. health care businesses
• A Chinese company investing in the media sector
• A U.S. investment fund in the sale of a regional railway to a Mexican investor
• A U.S. stock exchange being sold to Chinese investors
• A French company in the acquisition of two U.S. manufacturing companies, one of which was a defense contractor
• A Japanese company in the acquisition of a U.S. manufacturing company in the defense sector
• A Chinese company in an acquisition in the semiconductor sector
• A sovereign wealth fund in an investment in a U.S. company involved in processing, transporting, and storing natural gas, natural gas liquids condensate, and crude oil
• A sovereign wealth fund in an investment in a U.S. software company
• A sovereign wealth fund in an investment in a U.S. data management company
• A sovereign wealth fund in an investment in a U.S. company providing electricity transmission services
• A sovereign wealth fund in an investment in a U.S. company providing certain telecommunications and data services
• A sovereign wealth fund in investments in the U.S. power generation sector
• A foreign investor in an investment in the satellite sector
• A Japanese company in an investment in the pipeline sector
• An Israeli company in an investment in a defense contractor
• A Chinese company investing in a U.S. auto parts manufacturer
• A Chinese company investing in the energy sector
• A major U.S. multinational in the sale of a manufacturing division to a European company
• A Chinese company on investments in the technology and telecommunications sectors
• U.S. investors with respect to a joint investment with a Chinese entity in the mining sector
• A U.S. company in the semiconductor sector with respect to a potential investment by a Chinese company