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NATIONAL SECURITY PRACTICE
NATIONALSECURITYPRACTICE
NATIONAL SECURITY PRACTICE
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”).
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.
FINSA/CFIUS AND DSS
Morrison & Foerster has a very active and long established practice advising clients on the potential national
security implications of proposed transactions under FINSA amendments to the Defense Production Act of 1950
(which replaced the “Exon-Florio” amendments). FINSA permits the President of the United States to block or
unwind acquisitions of, or investments in, U.S. companies by foreign investors when, in the President’s view, such
transactions threaten the national security of the United States.
The FINSA notification and review process is administered by CFIUS, an interagency committee of the U.S.
Government. The initial CFIUS review period is 30 days. If CFIUS decides to investigate a particular transaction,
the extended investigation period may last for up to 45 days. If the national security concerns are not addressed
during the investigation, the matter is then referred to the President, who has 15 days to approve or reject the
transaction. Although CFIUS filings are voluntary, parties to a transaction that may implicate U.S. national
security typically make a FINSA filing to ensure that the transaction will not be subject to a post-closing national
security review.
FINSA has had the effect of increasing the risk of national security reviews of acquisitions of U.S. companies by
foreign entities. FINSA places a higher level of scrutiny on acquisitions involving “critical infrastructure” and
foreign investors with government ownership. The presumption is that such transactions will be subject to an
extended investigation.
Our CFIUS counseling begins by working with the client and the deal team to undertake a full evaluation of the
national security implications of a proposed transaction and ensure that the CFIUS review risks are properly
identified and allocated in the transaction documents. As counsel, we prepare the relevant notifications and work
with the CFIUS member agencies to address the national security concerns presented by the deal. We also work
with the client to address (and preempt) potential political and public relations issues that may arise.
We have represented both foreign acquiring entities and acquired U.S. entities before CFIUS since 1990. Our
CFIUS experience includes dozens of extended CFIUS investigations, and two transactions (out of five in the past
20 years) that were presented to the President for decision.
In connection with our CFIUS representation, we often deal with matters involving the National Industrial
Security Program Operating Manual administered by DSS. U.S. companies engaged in “classified activities” face
special regulatory requirements in M&A transactions involving non-U.S. parties to protect the classified activities
of the U.S. companies from foreign ownership, control, or influence (“FOCI”). We have been involved in
negotiating and implementing numerous arrangements to address FOCI concerns, such as Special Security
Agreements, Proxy Boards, and other FOCI mitigation measures.
REPRESENTATIVE CFIUS MATTERS:
For more than 25 years, Morrison & Foerster has represented both foreign acquiring entities and acquired U.S.
entities before CFIUS, including dozens of extended CFIUS investigations, and assisted clients to navigate some of
the most challenging and novel transactions to come before CFIUS. This has included representation of:
Global Logistic Properties Limited in its US$11.64 billion proposed privatization, reported to be the
largest-ever private equity buyout of an Asian company by enterprise value.
SoftBank Group Corp. on its £24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and
design company ARM Holdings plc.
SoftBank Group Corp. in its $2 billion acquisition of Brightstar Corp., the world’s largest specialized
wireless distributor.
SoftBank Group Corp. in its $21.6 billion acquisition of Sprint Corporation.
Global Logistic Properties Limited in its acquisition of a US$4.55 billion U.S. logistics portfolio from
Industrial Income Trust.
Osaka Gas Co., Ltd. and Chubu Electric Power Co., Inc. in the $4.3 billion financing for the first
liquefaction train of the Freeport LNG facility.
Toshiba in its $2.3 billion acquisition of Landis+Gyr AG, a leading provider of advanced electricity and
other utility meters and related solutions for the smart grid.
NTT DATA in its acquisition of Keane International, a global outsource provider of IT services.
A Japanese company in its proposed investment in U.S. nuclear facilities.
Various investors in U.S. energy infrastructure, including wind farms and other alternative energy
production.
A UAE entity in its acquisitions of engineering companies with extensive U.S. manufacturing operations
and contracts with the U.S. Department of Defense and intelligence agencies.
U.S. software companies with significant government contracts being acquired by European entities.
A U.S. telecommunications company acquired by a UK telecommunications company.
A Japanese company in its acquisition of an airport service provider.
UK based venture capital funded engineering company in its acquisition of a U.S. laser manufacturer with
significant military contracts.
A U.S. semiconductor company acquired by a Korean corporation.
A U.S. defense contractor with significant and sensitive military contracts acquired by a UK company.
A consortium of Chinese companies in its acquisition of a U.S. semiconductor company.
Japanese corporations investing in various U.S. entities active in nuclear energy-related activities.
Various investors in U.S. energy infrastructure, including wind farms and other alternative energy
production.
A Singapore company in the sale of certain real-estate assets of a U.S. business to a Chinese state-owned
entity.
Two Japanese companies in their equity investment in a U.S. natural gas project.
A Latin American company investing in a U.S. mining company with extensive U.S. Department of
Defense contracts.
SANCTIONS AND EMBARGOES; EXPORT COMPLIANCE; ENFORCEMENT
Morrison & Foerster’s sanctions and embargoes practice focuses on compliance and licensing for items and
transactions within the jurisdiction of the BIS, OFAC, and DDTC. Our attorneys counsel a broad range of
companies, from multinational corporations engaged in international transactions worldwide to start-up entities
exporting for the first time. Our clients represent a wide variety of industries and sectors, including information
technology, telecommunications, financial services, basic commodities, consumer goods, defense electronics,
nuclear energy, aerospace, biotechnology, medical devices, and semiconductors. The current focus on
international terrorism and non-proliferation has caused companies to become more focused on compliance with
U.S. sanctions and export control restrictions. Given this increased attention, we seek to assist clients in
structuring their international transactions and making their export sales while protecting against transactions
that would violate applicable sanctions and export control laws.
Sanctions and Embargoes The U.S. trade sanctions and embargoes administered by OFAC present a special challenge for U.S. companies,
particularly for foreign subsidiaries of U.S. companies that may be engaged in transactions with U.S. embargoed
countries. In addition, the broad extraterritorial reach of U.S. sanctions may affect the activities of non-U.S.
companies. We provide clients with compliance advice for both U.S. activities and non-U.S. operations. We have
also been successful in obtaining OFAC licenses to permit U.S. companies or their foreign subsidiaries to engage
in transactions with embargoed countries, including Iran. The firm’s attorneys have been advising clients with
respect to embargoes and sanctions since 1989, and have experience with OFAC’s varied regulatory regimes for
virtually every embargoed country. Given our longstanding practice in this area, over the years we have developed
an effective working relationship with the OFAC licensing, compliance, and general counsel staffs. We call upon
these contacts regularly to address, typically on a “no names” basis, the “gray” areas that arise in the
implementation of the various embargo regulations.
Export Controls Our approach to export control compliance is to tailor our representation and advice to the specific requirements
of the client based on their products, technology, operations, and export activities. Often, this involves assisting a
client in determining the export restrictions that may be applicable to their items. We routinely obtain BIS
classification rulings that will determine the specific export restrictions applicable to a product or technology. We
assist clients in developing appropriate export compliance programs to prevent inadvertent export control
violations. This may involve establishing controls to prevent sales to persons or entities on the BIS Table of Denial
Orders or Entities List and transactions with U.S. embargoed countries and persons and entities on OFAC’s
Specially Designated Nationals and Blocked Persons List.
For items requiring an export license, we assist clients in obtaining the required export approvals and establishing
appropriate safeguards to ensure compliance with the terms of the export license. We routinely obtain BIS export
licenses on behalf of our clients and, for clients with in-house export control expertise, advise on developing
appropriate arguments in support of the export license. We also obtain DDTC export licenses covering items on
the U.S. Munitions List, and have assisted clients in registering with DDTC as manufacturers or exporters of
defense articles or services.
Enforcement Often, it is necessary to assist a client in dealing with an inadvertent sanctions or export control violation, or with
defending against an investigation or enforcement action. With respect to a possible sanctions or export violation
uncovered by the client, we assist in undertaking a thorough review to evaluate whether, in fact, a violation has
occurred. As part of this exercise we often conduct an internal investigation to determine how the transaction was
effected and develop safeguards to prevent any further violations from occurring. Once the facts are established,
we develop, with the client, an appropriate disclosure of the violation to the relevant enforcement agency, if
warranted. We also advise clients in defending against enforcement actions in civil and criminal proceedings. For
example, a licensed product may be found in the possession of a non-licensed party, or a U.S. origin item may be
found in an embargoed country. Here again, we assist the client in uncovering the facts related to the potential
violation, recommend safeguards to protect against further violations, and recommend appropriate remedial
action to mitigate potential penalties.
SANCTIONS/EMBARGOES AND EXPORT CONTROL MATTERS INCLUDE REPRESENTATION OF:
General Compliance and Enforcement Sanctions compliance for U.S. and non U.S. financial institutions.
Sanctions compliance issues involving non-U.S. issuers of private placement notes to U.S. parties.
Sanctions compliance issues involving non-U.S. issuers of private debt in negotiating representations,
warranties, and covenants for investment offering documentation.
Represent clients across a broad range of industries in OFAC enforcement actions.
Represent global financial services company in structuring worldwide payment systems to comply with
OFAC regulations.
Obtain OFAC licenses to permit U.S. companies to engage in otherwise prohibited transactions.
Develop OFAC compliance program for U.S. and foreign subsidiaries of numerous multinational
corporations, including establishment of procedures to determine U.S. origin and content, and prevention
of “facilitation”.
U.S.-Based Sanctions CISADA/Iran financial sanctions compliance for financial institutions and other companies.
Asian publicly-listed company in evaluating permissible Iranian trading activities.
Asian turbine equipment manufacturer in evaluating maintenance contracts with Iranian entities.
Asian automobile manufacturer in evaluating joint ventures in sanctioned countries.
Asian consumer products company in addressing U.S. Iran sanctions impact on “stranded rials” in Iranian
subsidiary.
Asian publicly-listed company in evaluating impact of Ukraine-related sanctions on potential investment
transactions with Russian sovereign wealth fund.
Asian equipment manufacturer on U.S. OFAC compliance and potential enforcement issues arising from
contracts for supply of equipment to Iran, including issues relating to non-U.S. persons’ liability under
U.S. law regarding transactions with Iran.
Asian insurance companies in OFAC compliance issues regarding co-investment with Iranian
government-owned companies.
Chinese trading company in dealing with OFAC freezing of funds in connection with shipments of goods
on Iranian-owned blocked vessels.
Non-U.S. government-owned international telecommunications company in conducting internal
investigation for Board of Directors regarding potential violations of OFAC statutes and regulations by
engaging in transactions with Cuba, Iran, Sudan, and Syria, including doing business with a company
listed by OFAC as an SDN. Advise client on risks, potential penalties, and available remedies. Detailed
review of internal documents, interviews with senior executives and directors.
Non-U.S. government-owned bank in OFAC negotiations regarding potential violations of U.S.
prohibitions on non-U.S. persons doing business with Iran.
U.S. shipping company in compliance matters and OFAC investigation regarding potential violations of
Iranian sanctions.
U.S. pharmaceutical manufacturing company in obtaining OFAC license to sell medical supplies to Iran.
Global pharmaceutical company on compliance with OFAC licensing requirements for shipment of
medical supplies to Iran.
Non-U.S.-Based Sanctions German, EU, and non-EU companies on import and export control issues under German foreign trade
laws.
Asian state-owned heavy equipment manufacturing company on compliance with U.S. and EU sanctions
in connection with initial public offering. Ongoing compliance training.
Non-EU companies on EU sanctions regimes related to Iran, Syria, and Ukraine/Russia.
U.S. media company in contract dispute with company controlled by Ukraine-based EU sanctioned
individual.
NATIONAL SECURITY GROUP CONTACTS
John P. Carlin Co-Chair Partner Washington, D.C. New York (202) 463-1000 (212) 336-8600 [email protected]
Nicholas J. Spiliotes Co-Chair Partner Washington, D.C. (202) 887-1579 [email protected]
Aki Bayz Of Counsel Washington, D.C. (202) 887-8796 [email protected]
Robert S. Litt Of Counsel Washington, D.C. (202) 887-1588 [email protected]
David A. Newman Of Counsel Washington, D.C. New York (202) 887-1577 (212) 336-4347 [email protected]
Charles L. Capito III Associate Washington, D.C. (202) 887-1683 [email protected]
Sophia M. Brill Associate Washington, D.C. (202) 887-8760 [email protected]
Hayley R. Curry Associate Washington, D.C. (202) 887-6934 [email protected]
EDUCATION
Williams College (B.A., magna
cum laude, 1995)
Harvard Law School (J.D., 1999)
JOHN P. CARLIN Partner, Washington, D.C., (202) 463-1000, [email protected]
John P. Carlin, former Assistant Attorney General for the U.S. Department of Justice’s (DOJ) National Security Division (NSD), chairs Morrison & Foerster’s global risk and crisis management team and advises industry-leading organizations in sensitive cyber and other national security matters, white collar investigations, and government enforcement actions.
Mr. Carlin has served as a top-level official in both Republican and Democratic
administrations, most recently as Assistant Attorney General for National
Security, the DOJ’s highest-ranking national security lawyer. In this capacity,
for which Mr. Carlin was nominated by the President and overwhelmingly
confirmed by the Senate on a bipartisan basis, he oversaw nearly 400
employees responsible for protecting the nation against terrorism, espionage,
and cyber and other national security threats. Under his leadership, the NSD:
Created a threat analysis team to study potential national security challenges posed by the Internet of Things;
Launched a nationwide outreach effort across industries to raise awareness of national security, cyber, and
espionage threats against American companies and encourage greater C-suite involvement in corporate cyber
security matters;
Oversaw DOJ’s Counterintelligence and Export Control Section, responsible for investigating and prosecuting
espionage cases, cases involving the illegal export of military and strategic commodities, and cases involving
certain cyber-related activity;
Brought an unprecedented indictment against five members of the Chinese military for economic espionage;
Led investigations into breaches of public and private sector e-mail systems and protocol;
Investigated the attack on Sony Entertainment’s computer systems;
Brought charges, in conjunction with the FBI, against seven Iranians working for Islamic Revolutionary
Guard Corps-affiliated entities for conducting a coordinated campaign of cyber attacks against the U.S.
financial sector;
Oversaw the efforts of the National Security Cyber Specialist Network and the National Security/Anti-
Terrorism Advisory Council program;
Secured the first federal jury conviction on charges brought under the Economic Espionage Act of 1996;
Led DOJ’s participation on the Committee on Foreign Investments in the United States;
Disrupted multiple terrorist plots and national security threats, bringing those involved to justice;
Prosecuted the Boston Marathon bombing cases; and
Provided legal oversight of the NSA’s surveillance activities and represented the government before the
Foreign Intelligence Surveillance Court.
Prior to assuming his role in the NSD, Mr. Carlin served as Chief of Staff and Senior Counsel to Robert S. Mueller,
III, former director of the FBI, where he helped lead the FBI’s evolution to meet growing and changing national
security threats, including cyber threats. Mr. Carlin also held positions as National Coordinator of the DOJ’s
Computer Hacking and Intellectual Property Program and Assistant United States Attorney for the District of
Columbia, where he prosecuted cyber, fraud, and public corruption matters, among others, trying more than 40
cases to verdict.
Mr. Carlin is an inaugural fellow of Harvard Kennedy School’s Belfer Center for Science and International Affairs’
Homeland Security Project, focused on the unique challenges and choices around protecting the American
homeland. He also chairs the Aspen Institute’s Cybersecurity and Technology policy program, which provides a
cross-disciplinary forum for industry, government, and media to address the rapidly developing landscape of
digital threats and craft appropriate policy solutions. Mr. Carlin was recently invited to address the governors of
every U.S. state and territory on cybersecurity issues at the National Governors Association’s Winter 2017
meeting, and has been featured or cited as a leading authority on cyber and economic espionage matters by
numerous major media outlets, including The New York Times, The Washington Post, The Wall Street Journal,
The Los Angeles Times, USA Today, CBS’s 60 Minutes, NBC’s Meet the Press, PBS’s Charlie Rose and Newshour,
ABC’s Nightline and Good Morning America, NPR, CNN, and Vanity Fair, among others.
Mr. Carlin, who joined DOJ through the Attorney General’s Honors Program, is a five-time recipient of the
Department of Justice Award for Special Achievement, was awarded the National Intelligence Superior Public
Service Medal by the Director of National Intelligence, and drew bipartisan praise, with U.S. Attorney General
Loretta Lynch calling him “a trusted and tireless leader” and former U.S. Attorney General Michael Mukasey
calling him “a superb civil servant.” He earned his Juris Doctorate from Harvard Law School, where he received
the Samuel J. Heyman Fellowship for Federal Government Service and served as Articles editor for the Harvard
Journal on Legislation, and earned his Bachelor of Arts degree, magna cum laude, from Williams College, where
he was elected to Phi Beta Kappa.
EDUCATION
Williams College (B.A., 1977)
Columbia University
(M.A., 1979)
Columbia Law School
(J.D., 1985)
RANKINGS
IFLR1000 2013, 2017
Best Lawyers in America 2006-2014, 2016, 2017
Euromoney’s Expert Guides
NICHOLAS J. SPILIOTES Partner, Washington, D.C., (202) 887-1579, [email protected]
Nicholas Spiliotes is Co-Chair of the firm's Global Finance Department and Co-Head of the firm’s National Security Practice. He has over 25 years of in-depth experience in advising clients on a wide range of U.S. national security matters in the context of cross-border investments, acquisitions and joint ventures.
Mr. Spiliotes advises clients on U.S. foreign investment approvals (CFIUS); Department of Defense foreign
ownership, control and influence mitigation under the National Industrial Security Program; and U.S. sanctions
and embargoes (OFAC), including certain enforcement matters, relating to a broad range of industries, products
and transactions.
Mr. Spiliotes served as Chair of Morrison & Foerster's 520 lawyer Business
Department from 2004 to 2007, firm-wide Managing Partner for Operations
from 1997 to 2000, and Managing Partner of the Washington, D.C. office from
1995 to 1997. From 2008 to 2017, Mr. Spiliotes served as a member of the
firm’s partner compensation committee.
Prior to joining the firm, Mr. Spiliotes served in the U.S. government as a junior
staff member of the National Security Council at the White House, and in the
U.S. Foreign Service as a Special Assistant in the Office of the U.S.
Representative to the United Nations.
REPRESENTATIVE CFIUS MATTERS:
Mr. Spiliotes’ representative projects include acting as counsel on national
security matters for:
Global Logistic Properties Limited in its US$11.64 billion proposed
privatization, reported to be the largest-ever private equity buyout of an
Asian company by enterprise value.
SoftBank Group Corp. on its £24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and design
company ARM Holdings plc.
SoftBank Group Corp. in its $2 billion acquisition of Brightstar Corp., the world’s largest specialized wireless
distributor.
SoftBank Group Corp. in its $21.6 billion acquisition of Sprint Corporation.
Global Logistic Properties in the acquisition of a US$4.55 billion U.S. logistics portfolio from Industrial
Income Trust.
Osaka Gas Co., Ltd. and Chubu Electric Power Co., Inc. in the $4.3 billion financing for the first liquefaction
train of the Freeport LNG facility.
Toshiba in its $2.3 billion acquisition of Landis+Gyr AG, a leading provider of advanced electricity and other
utility meters and related solutions for the smart grid.
NTT DATA in its acquisition of Keane International, a global outsource provider of IT services.
A Japanese company in its proposed investment in U.S. nuclear facilities.
Various investors in U.S. energy infrastructure, including wind farms and other alternative energy production.
A UAE entity in its acquisitions of engineering companies with extensive U.S. manufacturing operations and
contracts with the U.S. Department of Defense and intelligence agencies.
U.S. software companies with significant government contracts being acquired by European entities.
A U.S. telecommunications company acquired by a UK telecommunications company.
A Japanese company in its acquisition of an airport service provider.
UK based venture capital funded engineering company in its acquisition of a U.S. laser manufacturer with
significant military contracts.
A Japanese company in its acquisition of a global “smart grid” manufacturing and services company.
A Japanese outsourcing services company in its acquisition of a U.S. database development company
providing services under classified contracts with U.S. government entities.
A U.S. semiconductor company acquired by a Korean corporation.
A U.S. defense contractor with significant and sensitive military contracts acquired by a UK company.
PUBLICATIONS
“New North Korean Sanctions: Ratcheting Up the Pressure on Kim Jong-un,” Government Contracts Insights
Blog, 04/21/2016
“Getting the Deal Done: China, Semiconductors, and CFIUS,” M&A Journal, Vol. 16, No. 5, 4/18/2016
“Navigating Iran Sanctions after JCPOA’s Implementation Day,” Morrison & Foerster Client Alert, 1/19/2016.
“Iran Sanctions: Change is Coming, But Risks and Uncertainties Remain,” Morrison & Foerster Client Alert,
8/15/2015.
“Shifting Course: Expanding the Scope of Permissible Cuba Transactions,” Morrison & Foerster Client Alert,
1/29/2015.
“Ratcheting up the Pressure: Reinforced Ukraine-related Sanctions on Russia,” Morrison & Foerster Client
Alert, 9/16/2014.
“China’s New National Security Review Process for Foreign Acquisitions: Crossing the River by Feeling the
Stones,” Morrison & Foerster Client Alert, 2/23/2011.
“Enactment of New Comprehensive Iran Sanctions with Broad Extraterritorial Reach,” 7/2/2010.
“CFIUS Issues Final Regulations Governing National Security Reviews of Foreign Investment in the United
States,” 11/17/2008.
“OFAC Strengthens Iranian Embargo by Revoking Authorization of ‘U-turn’ Transactions,” 11/11/2008.
“CFIUS Issues Proposed Regulations,” 4/22/2008.
EDUCATION
Georgetown University
(B.S., 1984)
London School of Economics
(M.Sc., 1985)
The American University
Washington College of Law
(J.D., 1991)
PANAGIOTIS (“AKI”) BAYZ Of Counsel, Washington , D.C., (202) 887-8796, [email protected]
Aki Bayz has a multidisciplinary practice covering national security regulatory compliance and transactional matters.
National Security. Mr. Bayz advises clients on compliance with the
applicable trade sanctions and economic embargoes administered by the
Treasury Department Office of Foreign Assets Control (OFAC), the export
control and anti-boycott requirements of the Commerce Department Bureau of
Industry and Security (BIS), and military items subject to the jurisdiction of the
State Department Directorate of Defense Trade Controls (DDTC). Mr. Bayz’s
clients cover a broad range of companies, from multinational corporations
engaged in international transactions worldwide to start-up entities exporting
for the first time, and across an array of industries and sectors, including
information technology, telecommunications, financial services, basic
commodities, consumer goods, defense electronics, aerospace, biotechnology,
medical devices, and semiconductors.
A significant focus of the national security practice is advising clients on the proposed acquisition of a U.S
business by a non-U.S. entity that may implicate the Foreign Investment and National Security Act of 2007
(FINSA) and notifications to the Committee on Foreign Investment in the United States (CFIUS). This involves
evaluating the national security implications of a proposed transaction, navigating the CFIUS process, and
ongoing compliance with any CFIUS imposed mitigation requirements. To the extent a transaction involves
classified activities subject to the National Industrial Security Program Operating Manual (NISPOM), Mr. Bayz
works with clients to negotiate and implement appropriate arrangements to mitigate potential “foreign
ownership, control or influence” as required under NISPOM.
Transactional. Mr. Bayz also has an active transactional practice focused on financial services related
transactions, including the purchase and sale of consumer loan and credit portfolios and the establishment of
credit programs. Transactional matters also include international and domestic project and commercial finance,
acquisitions, joint ventures, and private equity financing.
Antitrust. Another regulatory area of expertise involves antitrust notifications under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 (“HSR Act”) and similar international merger control and competition
notification requirements. Mr. Bayz has over 20 years of experience analyzing transactions to determine the HSR
Act thresholds are satisfied and whether any exemption applies, advising clients on HSR Act filing requirements,
and working with counsel around the world to analyze local notification thresholds and required antitrust
notifications.
PUBLICATIONS
“Financial Services Report,” Spring 2017, 3/15/2017
“New HSR Riling Thresholds for 2017,” Morrison & Foerster Client Alert, 1/20/2017
“New North Korean Sanctions: Ratcheting Up the Pressure on Kim Jong-un,” Government Contracts
Insights, 4/21/2016
“Getting the Deal Done: China, Semiconductors, and CFIUS,” M&A Journal, Vol. 16, No. 5, 4/18/2016
“Navigating Iran Sanctions after JCPOA’s Implementation Day,” Morrison & Foerster Client Alert, 1/19/2016
“Shifting Course: Expanding the Scope of Permissible Cuba Transactions,” 1/29/2015
“Ratcheting up the Pressure: Reinforced Ukraine-related Sanctions on Russia,” 9/16/2014
“U.S. Export Control Laws, Technology Transfers and Patents,” 1/18/2013, Chizai Kanri, Vol. 63, No. 5 (in
Japanese)
“The Butterfly Effect: Outsourcing, the USA PATRIOT Act and OFAC,” 12/16/2010
“Is Your Compliance Program Adequate for Doing Business with Foreign Governments: Key Issues and
Strategies, Understanding Legal Issues for Foreign Government Contracts,” Inside the Minds Series,
6/1/2009
“CFIUS Issues Proposed Regulations,” 4/22/2008
SPEAKING ENGAGEMENTS
U.S. Cuba Sanctions and Renewable Energy Investment, 10/7/2016, New York, New York
Roundtable IRAN: “Ease of Sanctions – Easy Business?” Morrison Foerster, 3/17/2016, Berlin, Germany
U.S. Trade Sanctions, Export Controls and International Trade Regulations, China General Chamber of
Commerce, 11/28/2012, New York, New York
Effective Export Compliance—The Hidden Minefields of Trade Sanctions, Import-Export and Anti-Boycott
Investigation, Association of Corporate Counsel Annual Meeting, 10/26/2011, San Antonio, Texas
EDUCATION
Harvard College,
(B.A., 1971)
Yale University
(M.A., 1973)
Yale University
(J.D., 1976)
ROBERT S. LITT Of Counsel, Washington, D.C., (202) 887-1588, [email protected]
Bob Litt, former General Counsel for the Director of National Intelligence, is Of Counsel in Morrison & Foerster’s national security and global risk & crisis management practices. He advises industry-leading organizations on sensitive national security and privacy matters, white collar investigations, and government enforcement actions.
Mr. Litt has extensive experience advising clients on national security matters,
including those in relation to the Committee on Foreign Investment in the United
States (CFIUS). In addition, he also has significant experience in civil and criminal
litigation as well as investigations.
Prior to joining Morrison & Foerster, Mr. Litt was General Counsel for the Office
of the Director of National Intelligence (ODNI), giving him a strong understanding
of the intelligence community and its equities. Mr. Litt was unanimously
confirmed by the Senate for this role, in which he oversaw a team of attorneys
providing legal advice to the agency and led interagency national security
meetings.
As spokesman for the intelligence community both domestically and overseas on issues relating to surveillance
and privacy, Mr. Litt was a key member of the U.S. team that negotiated the EU-U.S. Privacy Shield with the
European Commission. This experience uniquely positions him to advise U.S. companies on the intricacies of
European privacy rules and foreign companies on U.S. privacy rules.
Prior to joining ODNI, Mr. Litt worked at the Department of Justice, serving as Deputy Assistant Attorney General
in the Criminal Division and as the Principal Associate Deputy Attorney General. He also served as special advisor
to the Assistant Secretary of State for European and Canadian Affairs. Bob was also an Assistant U.S. Attorney for
the Southern District of New York.
In addition to his prolific government service, Mr. Litt has also had an extensive career in private practice as a
partner at two global law firms, including leading a white collar practice. He began his legal career as a law clerk
for Judge Edward Weinfeld in the Southern District of New York and for Justice Potter Stewart of the U.S.
Supreme Court. He holds a B.A. from Harvard College and an M.A. and J.D. from Yale University.
EDUCATION
Columbia University,
(B.A., 2002)
Yale Law School
(J.D., 2006)
DAVID A. NEWMAN Of Counsel, Washington, D.C., (202) 887-1577, [email protected]
David Newman is of counsel in the National Security and Global Risk & Crisis Management practices where he has extensive experience representing clients with national security law, crisis management and government regulation issues.
Prior to joining Morrison & Foerster, Mr. Newman held several key posts at the
White House, serving as Special Assistant and Associate Counsel to President
Barack Obama and on the staff of the National Security Council. Throughout
his tenure at the White House, Mr. Newman played a central role in
coordinating the Administration’s responses to domestic and international
crises. He regularly advised the President and other senior administration
officials on a range of complex matters affecting the federal government,
overseeing a broad portfolio that spanned national security priorities, crisis
response and preparedness planning, new data and technology initiatives,
criminal justice reform, and civil rights litigation.
Previously, Mr. Newman was counsel to the Assistant Attorney General for National Security at the Department of
Justice (DOJ) where he helped manage the DOJ National Security Division and counseled senior officials at DOJ
and across the government on a wide array of matters – from high profile terrorism investigations and litigation
involving government surveillance programs to reviews of data privacy policies and matters before the Committee
on Foreign Investment in the United States. Mr. Newman also regularly coordinated White House briefings and
responses to congressional inquiries involving sensitive national security programs and worked closely with the
Intelligence Community and the U.S. military to support counterterrorism operations.
Prior to his Executive Branch service, Mr. Newman clerked for Justice Ruth Bader Ginsburg of the U.S. Supreme
Court, Judge Robert A. Katzmann of the U.S. Court of Appeals for the Second Circuit, and Judge Jed S. Rakoff of
the U.S. District Court for the Southern District of New York and was a litigator in private practice at a national
law firm.
Mr. Newman received his J.D. from Yale Law School where he served on the editorial board of the Yale Journal
on Regulation. He received his B.A. summa cum laude from Columbia University.
PUBLICATIONS
Practicing under the U.S. Anti-Corruption Laws, Aspen Publishers (2010) (chapter contributor)
MoFocus: Our Insights into the Risk & Crisis Landscape, Volume 1, Issue 1, Morrison Foerster, June 22, 2017
EDUCATION
Duke University (A.B., 2003)
Washington and Lee University
School of Law (J.D., 2007)
CHARLES L. CAPITO III Associate, Washington, D.C., (202) 887-1683, [email protected]
Charles Capito assists Government Contractors with a variety of litigation issues, with a focus on pre- and post-award bid protests, and contract claims and disputes. He has extensive experience at the Government Accountability Office, the Court of Federal Claims, the boards of contract appeals, and other judicial and administrative tribunals. Charles counsels clients on a variety of Government Contract issues, including prime- and subcontractor disputes, organizational conflicts of interest, small business issues, and compliance with federal procurement regulations.
Charles assists the national security and transactional practices with issues
concerning various compliance regimes, including the Export Administration
Regulations (EAR), the International Traffic in Arms Regulations (ITAR), the
Committee on Foreign Investment in the United States (CFIUS), sanctions
administered by the Office of Foreign Assets Control (OFAC), and issues
concerning Foreign Ownership, Control, or Influence (FOCI). He has
experience in many facets of government contracts mergers and acquisitions.
Charles graduated cum laude from Washington & Lee University School of
Law, where he served as senior articles editor of the Washington & Lee Law
Review and received an award for Outstanding Student Note for his piece on
the ITAR’s registration requirements. He received his Bachelor of Arts degree
from Duke University.
Prior to joining the firm, Charles served as a law clerk to the Honorable Mary
Ellen Coster Williams at the United States Court of Federal Claims and worked
as an associate at Jenner & Block LLP.
PUBLICATIONS
Co-Author, “April 2017 Bid Protest Roundup,” Government Contracts Insights, May 8, 2017
“Amid Wave of Final Executive Actions, President Obama Eases Sanctions Against Sudan,” Government
Contracts Insights, January 24, 2017
“Foreign Investment in Critical Technologies Faces Enhanced Scrutiny,” MoFo D.C. Download, January 17,
2017
Co-Author, “September 2016 Protest Roundup,” Government Contracts Insights, October 11, 2016
“GAO’s Jurisdiction Over Protests of Civilian Agency Task Orders Set to Expire September 30, 2016,”
Government Contracts Insights, August 26, 2016
“10 Competitive Best Practices for Winning Government Contracts,” Contract Management Magazine, June
2016
Co-Author, “Five Questions Investors and Government Contractors Mus Answer Regarding Foreign
Investments in the United States,” Pratt’s Government Contracting Law Report, December 2015
“COFC Provides Excluded Contractors with NAICS Code Protest Right,” The Government Contractor, August
6, 2014
Co-Author, “Debunking Key Misunderstandings In Government Contractor Investments,” The Deal Pipeline,
March 18, 2014
“Inadequate Checks and Balances: Critiquing the Imbalance of Power in Arms Export Regulation,” 64 Wash.
& Lee L. Rev. 297, 2007, 2007
SPEAKING ENGAGEMENTS
Panelist, “Important VOSB/SDVOSB Cases,” ABA PCLS Small Business Committee, September 29, 2015
EDUCATION
Yale University (B.A., Ethics,
Politics and Economics 2007)
Yale Law School (J.D., 2011)
SOPHIA M. BRILL Associate, Washington, D.C., (202) 887-8760, [email protected]
Sophia Brill is an associate in the litigation department in the Washington, D.C. office of Morrison & Foerster, where she represents clients in a wide variety of appellate, national security, data privacy, and crisis management issues.
Ms. Brill has extensive appellate experience, including representing clients in
numerous federal courts of appeals and in the U.S. Supreme Court, and
providing legal and strategic guidance on complex matters in a broad range of
subject areas. In addition, Ms. Brill has a broad range of national security
experience and has counseled major U.S. and multi-national corporations on
data privacy, cybersecurity, and resiliency planning and in connection with
reviews before the Committee on Foreign Investment in the United States
(CFIUS).
Before joining the firm, Ms. Brill served as an attorney advisor at the National Security Division in the
Department of Justice (DOJ), where she advised the Division’s and DOJ’s leadership on a wide range of national
security policy and appellate matters. She regularly counseled senior officials at DOJ on complex constitutional
issues relating to privacy and freedom of speech, domestic and international counterterrorism policy, and
litigation regarding trans-border data privacy issues. She also coordinated DOJ’s involvement in policy
deliberations convened by the National Security Council and interacted regularly with senior officials from the
White House, the Intelligence Community, the State Department, and the Department of Defense on a range of
national security and cybersecurity matters.
Before serving at DOJ, Ms. Brill clerked at the Supreme Court for Justice Elena Kagan from 2013-2014 and for
Chief Judge Merrick Garland at the U.S. Court of Appeals for the D.C. Circuit Court from 2011-2012.
Ms. Brill graduated from Yale Law School, where she was an editor on the Yale Law Journal and a member of the
Supreme Court Advocacy Clinic. She received her undergraduate degree from Yale College magna cum laude,
with a Bachelor of Arts in Ethics, Politics, and Economics.
1 Morrison & Foerster LLP * Not admitted in the District of Columbia. Practice supervised by principals of the firm admitted to the District of Columbia Bar.
EDUCATION
Vanderbilt University
(B.A., 2009)
University of Pennsylvania Law
School
(J.D., 2012)
HAYLEY R. CURRY Associate, Washington, D.C.*, (202) 887-6934, [email protected]
Hayley R. Curry is a member of Morrison & Foerster’s market-leading Privacy + Data Security team, helping clients across industries craft global privacy compliance strategies and data security solutions.
Prior to joining Morrison & Foerster, Ms. Curry was a Captain in the U.S. Army
and served as an Associate Deputy General Counsel in the U.S. Department of
Defense (DoD), where she focused on privacy, data security, regulatory
compliance and litigation. While at DoD, Ms. Curry was significantly involved
in the development of numerous programs designed to prevent insider threats,
network intrusions and the disclosure of national security information. She
was also actively engaged in a variety of high-level initiatives involving
emerging technologies, including the Internet of Things (IoT), Big Data and
behavioral analytics. Ms. Curry has extensive Health Insurance Portability and
Accountability Act (HIPAA) experience and has advised on a broad range of
data protection concerns regarding the digital storage of health and other
employee data.
A skilled litigator, Ms. Curry was a key member of the defense team in the highly-publicized litigations seeking the
release of Abu Ghraib detainee photos and the production of court-martial documents related to WikiLeaks
source Chelsea Manning.
During law school, Ms. Curry served in the Division of Enforcement at the U.S. Securities and Exchange
Commission as well as in the U.S. Department of State’s Regional Security Office in Kathmandu, Nepal. She is a
Certified Information Privacy Professional/Government (CIPP/G), a graduate of the U.S. Army Airborne School
and the recipient of the Meritorious Service Medal, awarded for outstanding meritorious service to the United
States.
Ms. Curry graduated from the University of Pennsylvania Law School, where she was a Senior Editor on the
Journal of International Law. She earned her Bachelor of Arts degree summa cum laude from Vanderbilt
University, where she was elected to Phi Beta Kappa.
