National Security, CFIUS, Sanctions + Export Controls

Morrison & Foerster’s National Security Practice, led by John Carlin, John Smith, 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.

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, sanctions and other enforcement matters; he also served as Chief of Staff to the Director of the Federal Bureau of Investigation. John Smith is the former Director of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), where he was centrally involved in all aspects of developing, implementing, and enforcing U.S. government sanctions requirements, and oversaw every OFAC enforcement case against financial institutions and global operating companies. 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.

The National Security Practice includes members from the over 100-attorney investigations/enforcement practice, including former federal and state prosecutors.

• 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: Representing clients on investigations and enforcement actions, and counseling on 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 and global risk.
• Export Control Restrictions:  Representing clients on investigations and enforcement actions, and counseling on export control matters 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”).

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.