Cyber and National Security

Cadwalader practitioners are widely known for their long-standing expertise in the national security area and regularly appear before myriad U.S. government agencies with jurisdiction over U.S. national security-related matters. Our clients in this area include domestic and foreign public and private companies, operating in numerous business segments, and across industry sectors with security sensitivities, such as aerospace and defense companies; industrials; oil, gas, petrochemical and wind conglomerates; telecommunications suppliers and providers; technology and security companies; transportation carriers; financial institutions; financial services providers; trading entities; global marketplace service companies; news organizations; and sovereign wealth funds.

CFIUS: We advise on issues arising under Section 721 of the Defense Production Act (the so-called "Exon-Florio Amendment," as amended by the Foreign Investment and National Security Act of 2007), which gives rise to filings before the Committee on Foreign Investment in the United States ("CFIUS"), chaired by the U.S. Department of the Treasury. Our attorneys, several of whom have high-level security clearances, assist clients in the assessment of the threats posed by a contemplated transaction, including examining the vulnerability of the target, the nature of the investment, and the national security consequences of foreign control. Counsel then extends to structuring, negotiating and documenting transactions, including particularly sensitive security and mitigation agreements, to address regulatory issues and resolve the security concerns presented by proposed transactions. Cadwalader also represents buyers, sellers and investors regarding the national security implications of foreign acquisitions of, and investments in, U.S. businesses, including in CFIUS reviews. While historically, CFIUS was primarily concerned with acquisitions in the defense field, broad homeland security concerns are now equally paramount and areas subject to CFIUS scrutiny now extend to telecommunications carriers and equipment manufacturers; critical infrastructure, including transportation facilities and utilities; cutting-edge information and other technologies. One of our attorneys has the additional distinction of having made the first CFIUS filing in 1988, when the Exon-Florio Amendment was just enacted.

Export Control: We also advise on compliance with the requirements of the National Industrial Security Program and its operating manual ("NISPOM") of the U.S. Department of Defense; and compliance with U.S. export laws and regulations, including the Arms Export Control Act and the International Traffic in Arms Regulations administered by the U.S. Department of State, and the Export Administration Act and the Export Administration Regulations administered by the U.S. Department of Commerce.

  • Advising and strategizing on CFIUS reviews, preparing and defending CFIUS filings, appearing before CFIUS, negotiating and defending associated mitigation agreements and related reports and audits
  • Advising on and implementing NISPOM foreign ownership mitigation requirements, including security control agreements, special security agreements, proxy and voting trust agreements and all aspects of NISPOM compliance, including devising, testing and training on NISPOM policies and compliance programs, operating procedures, visitation control plans, technology control plans, electronic communications plans, visitation control plans and shared services agreements, drafting voluntary disclosures and participating in DoD audits
  • Advising on cyber security issues and initiatives
  • Advising on compliance with U.S. export controls and assisting in ITAR registrations
  • Designing, testing and training on global export control policies and compliance programs
  • Drafting and securing export licenses and commodity jurisdiction requests and advising on compliance therewith, including license reporting requirements
  • Preparing and defending voluntary disclosures relating to export violations
  • Responding to, defending and settling export enforcement actions with the U.S. Departments of State and Commerce
  • Acting as monitor in export enforcement actions
  • Monitoring and analyzing proposed legislation, including providing analysis and drafting comments for legislative consideration

NEWS

Recognition

RESOURCES

9 Attorneys

Avergun, Jodi L. Partner Washington
T. +1 202 862 2456
Carey, Peter Associate Washington
T. +1 202 862 2339
Facciponti, Joseph Special Counsel New York
T. +1 212 504 6313
Gerver, Keith M. Associate Washington
T. +1 202 862 2381
Moreno, Joseph V. Partner Washington
T. +1 202 862 2262
New York
T. +1 212 504 6262
Tompkins, Anne M. Partner Charlotte
T. +1 704 348 5222
Washington
T. +1 202 862 2496
Treanor, James A. Associate Washington
T. +1 202 862 2330
Urban, Lex Associate Washington
T. +1 202 862 2320
Wainstein, Kenneth L. Partner Washington
T. +1 202 862 2474

Contact(s)

Kenneth L. Wainstein
+1 202 862 2474 
ken.wainstein@cwt.com
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