Morrison & Foerster’s national security practice, led by John Carlin and Nick Spiliotes, provides strategic advice and counseling to clients on a broad range of challenging regulatory and compliance matters in the national security space as outlined below. John Carlin is the former Assistant Attorney General in charge of the U.S. Department of Justice’s (DOJ) National Security Division (NSD) where he was the lead for DOJ on CFIUS and other enforcement matters; he also served as Chief of Staff to the Director of the Federal Bureau of Investigation. Nick Spiliotes has decades of experience advising U.S. and foreign clients on CFIUS matters; before joining the firm he served as a U.S. Foreign Service Officer and staff member on the National Security Council at the White House.

  • CFIUS Review: Evaluating the implications of proposed transactions involving non-U.S. companies or investors acquiring control of a U.S. business or assets under the Foreign Investment and National Security Act of 2007 (“FINSA”) and the possibility of reviews of proposed transactions by the Committee on Foreign Investment in the United States (“CFIUS”).
  • Sanctions and Embargoes: Ensuring compliance with U.S. sanctions and trade embargoes under the regulations of the Treasury Department’s Office of Foreign Assets Control (“OFAC”), the European Union, and other jurisdictions including questions regarding extraterritorial applicability.
  • Export Control Restrictions: Assessing export control considerations under the Export Administration Regulations administered by the U.S. Bureau of Industry and Security (“BIS”) and the International Traffic in Arms Regulations administered by the Department of State’s Directorate of Defense Trade Controls (“DDTC”), and comparable European Union export controls.
  • Companies Engaged in “Classified Activities”: Navigating issues that arise when companies are engaged in “classified activities” under the National Industrial Security Program Operating Manual administered by the Defense Security Service (“DSS”)./li>
  • Internal Investigations: Advising on internal investigations regarding sanctions and export violations as well as potential related civil and criminal proceedings.

Each of these regulatory regimes presents unique challenges to business planning and operations of U.S. and non-U.S. entities that need to be addressed in connection with diligence, obtaining required approvals, implementing appropriate compliance programs, and engaging with the U.S. government on potential enforcement matters. Our experience enables us to identify practical solutions tailored to the business needs of our clients.

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