Day 1 - Wednesday, January 31, 2018

8:30
Opening Remarks from the Co-Chairs
8:45
Keynote Address
9:15
Changes to CFIUS Reviews under the Trump Administration: The Outlook for FDI amid Shifting U.S. Policy, Proposed Legislation and an Evolving Deal-Making Climate
10:00
NETWORKING BREAK
10:15
Keynote Address
10:45
Delays, Political Vacancies and Uncertainty: Practitioners Discuss Recent, “On the Ground” Successes and Challenges to Obtaining CFIUS Approvals
11:45
CHINA — The Prospects for CFIUS Approvals: The Latest, Most Effective Strategies for Navigating the Process amid Sensitivities, Delays, Investigations and Mitigation Trends
12:45
NETWORKING LUNCHEON
2:00
Keynote Address
2:30
Pre-Acquisition Planning: How Stakeholders Are Now Minimizing Known and Unknown Risks through Contractual, Financial and Cybersecurity Measures
3:30
NETWORKING BREAK
3:45

ROUNDTABLE DISCUSSION

CFIUS Reviews of Transactions Involving Investors From Markets Outside of China
4:05
Mitigation and Your Business — Government and Industry Discuss Mitigation Requirements and Successful Approaches to Post-Acquisition Implementation
5:00
Team Telecom Changes to Come? Status of Reform and Updates on the Review Process
6:00
Conference Concludes

Post-Conference Workshops

NEW FDI REGIMES: CFIUS and Cross-Border M & A: Re-Aligning Your Cross-Border M & A Strategy In Response to New, Emerging Developments in the UK, Germany, China and Canada

Feb 1, 2018 9:00am – 12:30pm

Speakers

Tobias Caspary
Partner
Fried, Frank, Harris, Shriver & Jacobson LLP (UK & Germany)

Susan M. Hutton
Partner
Stikeman Elliott LLP (Canada)

Fang Liu
Attorney at Law
Mei & Mark LLP (China)

Day 1 - Wednesday, January 31, 2018

8:30
Opening Remarks from the Co-Chairs

Shawn Cooley
Special Counsel, Freshfields Bruckhaus Deringer
Former Director for Foreign Investment, U.S. Department of Homeland Security

Farhad Jalinous
Partner
White & Case LLP

8:45
Keynote Address
9:15
Changes to CFIUS Reviews under the Trump Administration: The Outlook for FDI amid Shifting U.S. Policy, Proposed Legislation and an Evolving Deal-Making Climate

Del Renigar
Senior International Policy & Trade Advisor
General Electric

William A. Reinsch
Senior Advisor
Kelley Drye & Warren LLP

Nova J. Daly
Senior Public Policy Advisor
Wiley Rein LLP

Panel Moderator

Farhad Jalinous
Partner
White & Case LLP

  • Recent proposals, including:
    • the expansion of CFIUS’ jurisdiction
    • countries of concern
    • proximity issue
  • If the Department of Agriculture and HHS will be added as permanent members-and what that would mean in practice
  • Proposed expanded definition of “national security” to include food safety and security
  • Status and impact of proposals on:
    • the technology and real estate industries
    • JVs
    • passive investors under 10% and changes to minority investors
    • new technology that is not already export-controlled
    • IP licensing
  • DoD Report on China and Technology Transfers
  • Status of the proposal to change the national security mandate and incorporate an economic test
  • Findings in the GAO Report
  • The expanding range of industries tied to national security, including companies that have databases of personal information on individuals or mapping information
  • How investors and targets view the current deal-making climate, including the future of Chinese investment in the United States

10:00
NETWORKING BREAK
10:15
Keynote Address

Aimen Mir
Deputy Assistant Secretary for Investment Security
U.S. Department of the Treasury

10:45
Delays, Political Vacancies and Uncertainty: Practitioners Discuss Recent, “On the Ground” Successes and Challenges to Obtaining CFIUS Approvals

Shawn Cooley
Special Counsel, Freshfields Bruckhaus Deringer
Former Director for Foreign Investment, U.S. Department of Homeland Security

Richard S. Elliott
International Trade Counsel
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Anne W. Salladin
Special Counsel
Stroock & Stroock & Lavan LLP Former Senior Counsel, U.S. Department of the Treasury

Christian C. Davis
Partner
Akin Gump Strauss Hauer & Feld LLP

  • Anticipated timeframe for the review, and the risk of delays
  • To file or not to file? Inside the factors affecting the calculus and decision
  • Why it is now more difficult to obtain approvals
  • What it is really like to go through the filing process in the current environment
  • Is there anything that can be done to reduce delays?
  • Managing the fallout of delays, including the impact on the closing timeline and financing
  • When you need to withdraw and re-file, and the practical impact on deal formation
  • Are more deals being abandoned? Recent trends and lessons learned
  • CFIUS’ new due diligence expectations
  • Export controls: Types of questions being asked by CFIUS regarding export-controlled items and technologies

11:45
CHINA — The Prospects for CFIUS Approvals: The Latest, Most Effective Strategies for Navigating the Process amid Sensitivities, Delays, Investigations and Mitigation Trends

Chris Padilla
Vice President Government and Regulatory Affairs
IBM

David N. Fagan
Partner
Covington & Burling LLP

Donald L. Vieira
Partner
Skadden, Arps, Slate, Meagher & Flom LLP

DJ Rosenthal
Co-Chair, CFIUS Advisory
Kroll Associates

  • Is there a difference in CFIUS’ approach to reviewing Chinese acquisitions vs. others?
  • How the North Korea conflict and other factors have affected outcomes
  • How CFIUS is approaching transactions involving semiconductors, as well as companies with meta-data, PII, mobile technology, high-end sensitive technology and physical assets near military installations
  • Trends in buyers, industries, deal structures, financing concerns and outcomes of CFIUS reviews
  • How Chinese SOEs are viewing the CFIUS process
  • Engaging with CFIUS at an early stage to garner a preliminary sense of any sensitivities
  • How new Chinese investors are “testing the waters” with smaller transactions
  • How much more information is required at the filing and subsequent stages
  • Successful approaches to managing heightened sensitivities that are specific to China
  • How often parties are walking away or re-filing multiple times
  • When CFIUS has identified concerns regarding the ownership chain, especially in the context of semi-conductor and life sciences transactions
  • Special financing considerations

12:45
NETWORKING LUNCHEON
2:00
Keynote Address

Adam Hickey
Deputy Assistant Attorney General for the National Security Division
U.S. Department of Justice

2:30
Pre-Acquisition Planning: How Stakeholders Are Now Minimizing Known and Unknown Risks through Contractual, Financial and Cybersecurity Measures

Stephen Hanson
CFIUS Staff Chair and Director, Office of Investment Security
U.S. Department of the Treasury

Zara Roberts Gerald
General Counsel Enterprise and Cybersecurity
Gemalto

Woody Young
Partner, Advisory
Perella Weinberg Partners LP

Stephen Heifetz
Partner
Wilson Sonsini Goodrich & Rosati

Sarah E. Kahn
Partner
DLA Piper

  • How practitioners are evolving their planning for future transactions
  • How lenders view the CFIUS process and associated risks
  • When to incorporate reverse break fees and other protective measures
  • Performing due diligence on Chinese and other companies
  • Structuring the deal with potential CFIUS concerns in mind
  • Cybersecurity considerations:
    • reviewing the U.S. company’s systems and holdings to identify export-controlled data
    • segregating sensitive data in advance of the CFIUS process, including export- controlled data
    • drafting a proposed mitigation plan in anticipation of CFIUS concerns
    • implementing security controls in advance of the filing
    • dealing with legacy products that are ITAR-controlled
  • Contractual protections to incorporate in case the deal is not approved
  • Perspectives from the investment community on their risk tolerance

3:30
NETWORKING BREAK
3:45

ROUNDTABLE DISCUSSION

CFIUS Reviews of Transactions Involving Investors From Markets Outside of China

Led by faculty members, this segment will discuss CFIUS reviews of transactions involving foreign acquirers outside of China. Topics will include:  

  • Filings involving emerging market economies
  • Trends in Russian investment further to sanctions and other developments
  • Deals involving former Soviet Union countries
  • CFIUS scrutiny of deals involving investment from Venezuela

4:05
Mitigation and Your Business — Government and Industry Discuss Mitigation Requirements and Successful Approaches to Post-Acquisition Implementation

David D. Jividen
Attorney Advisor National Security Division
U.S. Department of Justice

Janine Alston Slade
Attorney-Advisor Office of the General Counsel
U.S. Department of Homeland Security

Robert E. Watson
Associate Director, Global Markets and Investments Mitigation and Compliance Team
U.S. Department of Defense

Scott Boylan
Senior Vice President General Counsel and Secretary
MorphoTrust USA (Safran Group)

Brian P. Curran
Partner
Hogan Lovells

  • At what point in the process do the parties and CFIUS address mitigation?
  • Recent trends in mitigation requirements and how agreements have evolved recently
  • How to implement a mitigation agreement: Pain points and success stories
  • Assessing the impact of mitigation on the structure and fate of the transaction
  • Post-Acquisition: Managing the costs and day-to-day impact of complying with mitigation requirements
  • Concrete examples of how to avoid pitfalls and implement mitigation agreements successfully

5:00
Team Telecom Changes to Come? Status of Reform and Updates on the Review Process

Richard C. Sofield
Director, Foreign Investment Review Staff, National Security Division
U.S. Department of Justice

Kathleen Collins
Assistant Bureau Chief, International Bureau
Federal Communications Commission

Panel Moderator

Kent D. Bressie
Partner
Harris, Wiltshire & Grannis LLP

  • What has changed, and what is ripe for reform
  • Prospects of an MOU among the Team Telecom agencies
  • Team Telecom requests for the FCC to gather information as part of the FCC’s current application process
  • Status of FCC reform proceeding
  • NOC operations and OSS providers
  • Sequencing and coordination with concurrent CFIUS reviews

6:00
Conference Concludes

NEW FDI REGIMES: CFIUS and Cross-Border M & A: Re-Aligning Your Cross-Border M & A Strategy In Response to New, Emerging Developments in the UK, Germany, China and Canada

Feb 1, 2018 9:00am – 12:30pm

Tobias Caspary
Partner
Fried, Frank, Harris, Shriver & Jacobson LLP (UK & Germany)

Susan M. Hutton
Partner
Stikeman Elliott LLP (Canada)

Fang Liu
Attorney at Law
Mei & Mark LLP (China)

What is it about?

Governments are increasingly identifying national security risks in sectors that have not traditionally been under scrutiny. With a myriad of international efforts to establish or strengthen similar review bodies to CFIUS, benefit from a unique opportunity to learn and interface with expert practitioners from key jurisdictions-all in one room. As you refine your cross-border M & A strategy, don’t miss this unique opportunity to learn about new opportunities and hurdles to getting the deal done in key markets. Topics will include:
  • Status of international efforts to impose similar review bodies and the underlying reasons
  •  Germany:
    • expanding scope of foreign investment framework to cover more industry sectors
    • increased government authority to scrutinize acquisitions of
  • German companies
    • focus on “critical infrastructure” sectors, including energy, software and telecom
    • investigations of “indirect acquisitions”
  • New, anticipated requirements in the UK
  • Canada: The evolving FDI landscape
  • Conflicts between EU requirements and some member state efforts
  • When a national security filing is mandatory
  • Coordinating and managing filings across jurisdictions
  • The impact of delays in one jurisdiction on other cross-border filings
  • What happens if the deal is not approved in one jurisdiction, but permissible in others?

The New Realities of Preparing and Negotiating Mitigation Agreements: Determining When and How to Negotiate, Address Investor Concerns and Reduce Transaction Delays

Feb 1, 2018 1:30pm – 5:00pm

Laura Friedrich
Partner
Jones Day

Gregory Husisian
Partner
Foley & Lardner LLP

What is it about?

This pre-conference workshop will delve into the practical challenges of addressing CFIUS’ national security concerns requiring mitigation. The session will address the mitigation process, types of mitigation agreements, the intricacies of negotiating a mitigation agreement, as well as managing the impact on the structure and fate of the deal.  
  • Being proactive: Drafting a mitigation plan before or at the outset of the CFIUS process
  • A Deep Dive: Review of sample mitigation plans
  • How negotiations with CFIUS can unfold in practice: Insights into the process and what to expect
  • To what extent you can negotiate/push back on mitigation requests from CFIUS
  • What it now means to manage cybersecurity concerns in the context of mitigation agreements
  • Additional trends in mitigation requirements:
    • limits on corporate structures
    • security requirements
    • when divestment of certain assets can be required
    • third party audits
  • Addressing concerns of the foreign acquirer regarding the impact of mitigation on the transaction
  • CASE STUDIES: Speakers will take participants through a series of hypothetical scenarios and offer best practices for overcoming key challenges