Capabilities
National Security

CFIUS and Exon-Florio

Our attorneys have extensive experience assisting both US and foreign companies in transactions subject to review by the Committee on Foreign Investment in the United States (CFIUS) pursuant to the 1988 Exon-Florio statute, as amended by the Foreign Investment and National Security Act of 2007 (FINSA). A number of our lawyers have worked on CFIUS matters as senior officials in the US government, including the White House and the Departments of Defense, State, and Justice. They bring insight and experience to the review process. When a decision to seek a CFIUS review is made, we assist in preparing submissions to and working with CFIUS and its member departments and agencies. In addition, we work with clients in educating Members of Congress, and, when appropriate, the media, about the benefits of the transaction. We have taken numerous transactions through successful CFIUS reviews, both for foreign and domestic clients, in a variety of industries where Exon-Florio was potentially a major hurdle to a transaction. We also assist clients in coordinating Exon-Florio reviews with antitrust, export control, securities, and other regulatory processes.

In cases involving government contractors that deal with classified information, the CFIUS review process includes ensuring that the planned foreign investment will be in full accord with the industrial security regulations of the US Department of Defense (DOD). Those regulations impose special security obligations on government contractors working with classified information or technology if they become subject to foreign ownership, control, or influence (FOCI). On behalf of numerous clients, we have worked on a variety of arrangements to enable US companies that will become subject to FOCI, to retain or obtain work for the US government involving classified information. This typically involves negotiating specific agreements with the Defense Security Service (DSS), often in tandem with the CFIUS review process. When CFIUS has been under a deadline to make a decision within a short timeframe, we have often had to work very rapidly with our clients and DSS to ensure that the Exon-Florio review process would not be derailed by FOCI concerns. The successful negotiation of FOCI "mitigation" arrangements is often the linchpin to obtaining CFIUS approval without the need for an extensive Exon-Florio investigation.

Representative Matters

  • Sonaca Group, a global aerostructures company headquartered in Belgium, in its $191 million acquisition of LMI Aerospace, Inc., a leading supplier of structural assemblies, kits and components and provider of engineering services to the commercial, business and regional, and military aerospace markets.
  • SafeNet, Inc. in its sale to Gemalto, Inc., a US wholly-owned subsidiary of Gemalto N.V.
  • Acuity Technologies Holding Company in its acquisition of Owl Computing Technologies.
  • Phase One Consulting Group in its acquisition by Accenture Federal Systems.
  • Pan Am International Flight Academy in its acquisition by ANA Holdings.
  • Both American Capital and American Capital Equity III, LP (ACE III), a private equity limited partnership, in ACE III's purchase of American Capital's majority ownership interest in Mirion Technologies, Inc. (Mirion).
  • Mirion Technologies, Inc. in its sale to Charterhouse Capital Partners.
  • Nexter SA in its proposed acquisition of Paul Boye Technologies.
  • CMA CGM SA in a transaction with China Merchants.
  • Kongsberg in its acquisition of assets of Tactronics Holdings, LLC and Tactronics Group International, LLC.
  • BGP China National Petroleum Corporation in its acquisition of ION Geophysical Corporation.
  • TTM Technologies Inc. in its acquisition of Meadville Holdings Limited.
  • American Management Systems in its sale to CGI.
  • Finmeccanica, SpA in its purchase of DRS Technologies, Inc.
  • Inmarsat in its asset acquisition of Segovia, Inc.
  • BAE Systems in the acquisition of the US subsidiaries of ETI Holding and RVK Holding.
  • BAE Systems and ETI Engineering, Inc., a subsidiary of ETI Holding, in the negotiation with DSS of a Proxy Agreement for ETI Engineering.
  • BAE Systems in the acquisition of the US subsidiaries of Norkom Group Plc.
  • exp Global, Inc. (then named Trow Global, Inc.) in its acquisition of Teng & Associates.
  • Energia Logistics Ltd. (ELUS), whose ultimate parent is S.P. Korolev Rocket and Space Corporation, in implementing a mitigation agreement in connection with the government's audit of Sea Launch facilities.
  • CMA CGM SA in its acquisition of US assets to operate a container terminal in the Port of Miami.
  • DFI International and its subsidiary DFI Government Services in their sale to Detica Group plc.
  • Terminal Link USA LLC in its purchase of certain assets of Universal Maritime-Services-Corp.
  • TEC, Inc. and Cardno Limited in Cardno's acquisition of TEC.
  • Cardno USA, Inc. in its acquisition of ATC Group Holdings.
  • Cyveillance, Inc. in its sale to QinetiQ North America Operations LLC.
  • Apogen Technologies, Inc. in its sale to QinetiQ North America Inc.
  • American Capital Strategies, Inc. in its sale of Texstars, Inc. to Hampson Industries.
  • Komatsu America Corp. in its sale of Advanced Silicon Materials LLC to Renewable Energy Corporation AS.
  • US entity that manufactures highly specialized products used in computer chips with respect to its sale to a foreign company.
  • GKN Aerospace North America in its purchase of certain assets of McDonnell Douglas Corporation
  • NFR Security, Inc. in its sale to Checkpoint Software Technologies Ltd.
  • Thales (then Thomson-CSF) in its purchase of The Racal Corporation.
  • Manitowoc Marine Group, LLC in its sale to Fincantieri, Cantieri Navali-Italiani-S.p.A.
  • Owens Corning in the sale of Specialty Yarns, LLC to Glass Holdings Corp.
  • Multigen-Paradigm, Inc. in its sale to CAE (US) Inc.
  • Coffey International Development, Inc. in its purchase of Management Systems-International, Inc.
  • Convera Corporation in its sale to FAST Search & Transfer Inc.
  • Roxboro Holdings, Inc. in its purchase of Norwich Aero Products, Inc.
  • AEA Technology North America, Inc. in its purchase of Project Performance-Corporation.
  • PaR Systems, Inc. in its sale to Mezzanine Management LLC.

Perspectives

New Mandatory Submissions to CFIUS: Interim Regulations Under FIRRMA Take Effect November 10, 2018
Advisory
New Law Expands and Reforms CFIUS Jurisdiction and US Export Controls
Advisory
CFIUS Scrutiny of Foreign Investment Intensifies with Broadening Scope
Advisory
Will Ralls Decision Really Bring On CFIUS Transparency? (pdf)

Aerospace & Defense Law360. Also ran in Appellate Law360, Energy Law360, Environmental Law360, International Trade Law360, Mergers & Acquisitions Law360, and Project Finance Law360.

Due Process For Foreign Investors? D.C. Circuit Decision May Mean More Transparency In Proceedings Before CFIUS
Arnold & Porter Advisory
Overview

Email Disclaimer