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The Dealmaker’s Guide to the New CFIUS Framework

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Charles Comey, Charles Capito, and Jim Ryan authored an article for Law360 that discusses key questions dealmakers should be asking to assess whether CFIUS must, or should be, notified of a transaction under the latest suite of U.S. national security regulations.

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Chuck Comey, Charles Capito, and Jim Ryan authored an article for Law360 that reviews the key questions dealmakers should be asking to assess whether CFIUS must, or should be, notified of a proposed investment or acquisition under the latest suite of U.S. national security regulations.Read the <a target="_blank" href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/bltb44d02a5ab297471/6273ef458e09542a15b7f5dc/200213-dealmakers-guide-new-cfius-framework.pdf">full article</a>.

The Dealmaker’s Guide to the New CFIUS Framework

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Charles Capito is a partner in both Morrison Foerster’s National Security and Government Contracts + Public Procurement practices.In the National Security space, he has significant experience counseling clients on the complex and evolving considerations related to the Committee on Foreign Investment in the United States (CFIUS). Charles frequently helps investors and U.S. businesses through every aspect of the CFIUS process, from understanding and allocating CFIUS risk on the front end, to presenting cases before the Committee, to negotiating appropriate mitigation measures, and ultimately to implementing and complying with mitigation agreements after the fact. Charles’ experience includes securing clearances for some of the largest and most sensitive cases reviewed by CFIUS, as well as dozens of more discreet transactions and investments.Charles regularly advises clients on critical regulatory regimes in the national security space. Whether in the context of specific transactions or day-to-day counseling, clients rely on Charles to help them comply with and operate under U.S. export controls, in particular, the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). These regimes, especially the EAR, are undergoing noteworthy and complex changes, and now play key roles in other legal regimes like CFIUS. In addition, government contractors with access to classified information and their investors go to Charles to understand their obligations under the National Industrial Security Program (NISP) and, in particular, the sensitive issues presented by foreign ownership, control, or influence (FOCI) in this space.Companies operating in today’s national security space are wise to take a holistic view of the legal environment incorporating not only their legal obligations today, but also the wider geopolitical landscape to plan for the future. Charles speaks and writes regularly on these and other topics in the national security space, and has been recognized by legal publications like Chambers USA and Best Lawyers for his expertise in these areas.Charles is also a seasoned Government Contracts practitioner, assisting government contractors with a wide variety of compliance and litigation issues. This includes the numerous national security issues government contractors face when they are subject to FOCI, manufacture or export defense articles under the ITAR or sensitive dual-use technology under EAR, or are required to understand and comply with recent compliance regimes like Section 889 of the 2019 National Defense Authorization Act. Charles also has years of experience on pre- and post-award bid protests before the Government Accountability Office and the Court of Federal Claims, and contracts claims and disputes before the boards of contract appeals, and other judicial and administrative tribunals.  Additionally, he counsels clients on prime- and subcontractor disputes, small business issues, compliance with federal procurement regulations, and government contracts mergers and acquisitions.Charles graduated from Washington & Lee University School of Law, where he served as senior articles editor of the Washington & Lee Law Review. He received his Bachelor of Arts degree from Duke University.

Charles Capito

Partner

Jim Ryan is a partner in Morrison Foerster's Transactions Department. His practice focuses on domestic and cross-border corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, securities compliance, and corporate governance.Jim represents entrepreneurs, startups and emerging companies as outside general counsel, venture capital and private equity investors, and financial and strategic acquirers across the technology, media, telecommunications, and life sciences industries. His clients operate in a variety of sectors including machine learning and artificial intelligence, robotics, autonomous vehicles, cybersecurity, data analytics, fintech, e-commerce, gaming, life sciences, and medical devices.Jim earned his J.D. from the Santa Clara University School of Law, where he was a comments editor for the Santa Clara Law Review and was published on the topic of cloud computing regulation. He received his B.A. in Economics with a minor in Information Systems and Technology Management from the University of California, Santa Cruz.

Jim Ryan

National Security, CFIUS, FARA, Sanctions + Export Controls