NATIONAL SECURITY PRACTICE

Transcription

1 NATIONAL SECURITY PRACTICE

2 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.

3 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 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.

4 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.

5 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

6 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.

7 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.

8 NATIONAL SECURITY GROUP CONTACTS John P. Carlin Co-Chair Partner Washington, D.C. New York (202) (212) Nicholas J. Spiliotes Co-Chair Partner Washington, D.C. (202) Aki Bayz Of Counsel Washington, D.C. (202) Robert S. Litt Of Counsel Washington, D.C. (202) David A. Newman Of Counsel Washington, D.C. New York (202) (212) Charles L. Capito III Associate Washington, D.C. (202) Sophia M. Brill Associate Washington, D.C. (202) Hayley R. Curry Associate Washington, D.C. (202)

9 JOHN P. CARLIN Partner, Washington, D.C., (202) , 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: EDUCATION Williams College (B.A., magna cum laude, 1995) Harvard Law School (J.D., 1999) 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 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;

10 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.

11 NICHOLAS J. SPILIOTES Partner, Washington, D.C., (202) , 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 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: EDUCATION Williams College (B.A., 1977) Columbia University (M.A., 1979) Columbia Law School (J.D., 1985) RANKINGS IFLR , 2017 Best Lawyers in America , 2016, 2017 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. Euromoney s Expert Guides SoftBank Group Corp. on its 24.3 billion ($31.4 billion) acquisition of UK-based semiconductor and design company ARM Holdings plc.

12 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

13 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.

14 PANAGIOTIS ( AKI ) BAYZ Of Counsel, Washington, D.C., (202) , akibayz@mofo.com 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. EDUCATION Georgetown University (B.S., 1984) London School of Economics (M.Sc., 1985) The American University Washington College of Law (J.D., 1991) 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,

15 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

16 ROBERT S. LITT Of Counsel, Washington, D.C., (202) , 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. EDUCATION Harvard College, (B.A., 1971) Yale University (M.A., 1973) Yale University (J.D., 1976) 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.

17 DAVID A. NEWMAN Of Counsel, Washington, D.C., (202) , 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. EDUCATION Columbia University, (B.A., 2002) Yale Law School (J.D., 2006) 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

18 CHARLES L. CAPITO III Associate, Washington, D.C., (202) , 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 primeand 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. EDUCATION Duke University (A.B., 2003) Washington and Lee University School of Law (J.D., 2007) 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

19 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, 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

20 SOPHIA M. BRILL Associate, Washington, D.C., (202) , 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). EDUCATION Yale University (B.A., Ethics, Politics and Economics 2007) Yale Law School (J.D., 2011) 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 and for Chief Judge Merrick Garland at the U.S. Court of Appeals for the D.C. Circuit Court from 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.

21 HAYLEY R. CURRY Associate, Washington, D.C.*, (202) , 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. EDUCATION Vanderbilt University (B.A., 2009) University of Pennsylvania Law School (J.D., 2012) 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. 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.