Troutman Sanders is increasingly called upon by both our domestic and international clients to provide advice on transactional, regulatory, legislative and policy matters related to foreign investment in the Unites States and its impact on U.S. national security. Our work in this area frequently concerns corporate mergers, acquisitions, divestments or other commercial investments requiring national security reviews.
Troutman Sanders has a dedicated group of attorneys and professionals who are experienced in assisting clients with national security reviews of foreign direct investment under the Exon-Florio amendment, as administered by the Committee on Foreign Investment in the United States (“CFIUS”). The Exon-Florio amendment to the Defense Production Act provides that all mergers, acquisitions and takeovers that could result in foreign control of U.S. corporations are subject to possible governmental investigation and Presidential action if they are deemed to present a threat to national security. Furthermore, even in instances where a foreign investor may only be purchasing a minority stake, such an investment could be deemed as a dominant minority ownership that could affect any CFIUS analysis. Careful planning of any transaction involving foreign investment in a U.S. company requires consideration of whether to seek CFIUS review.
Our lawyers assist clients in conducting pre-transaction due diligence, filing CFIUS notifications and working with the designated agencies during any review, and negotiating any required mitigation agreements to address any perceived security risks due to foreign ownership, control, and influence.
We also assist clients in post-CFIUS transaction measures including, drafting and implementing detailed compliance plans, briefing the Boards of Directors and key officers on compliance, and advising and drafting any further documentation or regulatory amendments to allow the U.S. company to continue in business under foreign ownership.
Troutman Sanders attorneys and professionals have been involved in many complex foreign acquisitions and have successfully navigated transactions through the CFIUS process. Our relationships with officials involved in the CFIUS process give us a unique understanding of this complex review.