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

January 31, 2018 2:30pm

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

Woody Young
Partner, Advisory
Perella Weinberg Partners LP

Stephen Heifetz
Wilson Sonsini Goodrich & Rosati

Sarah E. Kahn
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