Day 1 - Wednesday, February 1, 2017

8:30
Opening Remarks & Post-Election Outlook
8:45
KEYNOTE ADDRESS
9:15
CHINESE INVESTMENT IN THE U.S.
How to Manage Heightened CFIUS Scrutiny and Sensitivities Affecting the Fate of the Deal: Special Legal, Financing, PR and Political Considerations to Incorporate into Your Strategy
10:30
Networking Break
10:45
The Pre-Filing Process and Delays: Key Considerations to Embed into Your Pre-Acquisition Planning and Decision to File
11:30
FINANCING AND GETTING THE DEAL DONE
Insurance and Financing Decision-Makers Discuss How They View Risk, the CFIUS Process and Delays
12:30
Networking Luncheon
1:30
KEYNOTE-CYBERSECURITY
CFIUS’ Evaluation and Expectations for Target and Acquirer Cyber Practices
2:00
MITIGATION
The Finer Points of Negotiating and Drafting Mitigation Language: Updating Your Approach Further to Evolving CFIUS Requirements and Trends
3:00
Developing a Global Cross-Border M & A Filing Process: Dovetailing Your CFIUS Strategy with FDI Rules in Canada, the EU and China
4:00
Networking Break
4:15
THE POLITICS OF CFIUS FILINGS
Best Practices for Responding to Congressional Concerns, Opposition and Unfavorable Media Coverage
5:00
TEAM TELECOM
Status and Impact of Pending Reforms, Anticipated Timeframes and their Interplay with CFIUS Reviews
6:00
Conference Concludes

Post-Conference Workshop

FOCI In Real Life: A Deep Dive into the Requirements, Process and How DSS and CFIUS Work in Parallel

Feb 2, 2017 9:00am – 12:30pm

Speakers

Nicoletta Giordani
Assistant Director for Industrial Policy & Programs Business Analysis and Mitigation Strategy (BAMS) Division
Defense Security Service

Bill Savarino
Partner
Cohen Mohr LLP

Benjamin C. Richardson
Deputy Director, Security Policy and Oversight
U.S. Department of Defense

Day 1 - Wednesday, February 1, 2017

8:30
Opening Remarks & Post-Election Outlook

Ivan A. Schlager
Partner
Skadden, Arps, Slate, Meagher & Flom LLP

Donald L. Vieira
Partner
Wilson Sonsini Goodrich & Rosati

8:45
KEYNOTE ADDRESS

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

9:15
CHINESE INVESTMENT IN THE U.S.
How to Manage Heightened CFIUS Scrutiny and Sensitivities Affecting the Fate of the Deal: Special Legal, Financing, PR and Political Considerations to Incorporate into Your Strategy

Ambassador Miriam Sapiro
Partner
Finsbury
Former Deputy U.S. Trade Representative and Member, CFIUS

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

Clay Lowery

Rock Creek Global Advisors
Former Assistant Secretary for International Affairs U.S. Department of the Treasury

  • Is there a difference in CFIUS’ approach to reviewing Chinese acquisitions vs. others?
  • Trends in buyers, industries, deal structures, financing concerns and outcomes of CFIUS reviews
  • How much more information is required at the filing and subsequent stages
  • Anticipated timeframe for the review, and the risk of delays
  • When it is necessary to withdraw and re-file with CFIUS
  • Successful approaches to managing heighted sensitivities that are specific to China: Lessons from recent transactions on managing PR, Congressional opposition and CFIUS concerns

10:30
Networking Break
10:45
The Pre-Filing Process and Delays: Key Considerations to Embed into Your Pre-Acquisition Planning and Decision to File

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

Ivan A. Schlager
Partner
Skadden, Arps, Slate, Meagher & Flom LLP

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

Alexandra Lopez-Casero
Partner
Nixon Peabody

  • Assessing the risk of undue transaction delays
  • Developing a broader strategy for managing CFIUS and other regulatory approvals processes
  • How deal documentation is changing in response to more investigations and mitigation requirements
  • Consulting with CFIUS at the pre-filing stage
  • How CFIUS can help to address timing considerations
  • Incorporating CFIUS considerations into the transaction, financing structures and timetable

11:30
FINANCING AND GETTING THE DEAL DONE
Insurance and Financing Decision-Makers Discuss How They View Risk, the CFIUS Process and Delays

Donald L. Vieira
Partner
Wilson Sonsini Goodrich & Rosati

Elliot Konopko
Senior Managing Director – New Financial Products Development
Aon Risk Solutions | Transaction Solutions

  • The evolving financial risks posed by CFIUS and the impact on the fate of the deal
  • What causes the value of a target to decline before and during the CFIUS review process
  • Reverse break fees and insurance considerations
  • Financing considerations when the CFIUS process is delayed
  • Common misconceptions of financing considerations affecting the deal

12:30
Networking Luncheon
1:30
KEYNOTE-CYBERSECURITY
CFIUS’ Evaluation and Expectations for Target and Acquirer Cyber Practices

John P. Carlin
Chair, Global Risk + Crisis Management, Morrison & Foerster LLP
Former Assistant Attorney General, U.S. Department of Justice, National Security Division

2:00
MITIGATION
The Finer Points of Negotiating and Drafting Mitigation Language: Updating Your Approach Further to Evolving CFIUS Requirements and Trends

J. Patrick Rowan
Partner
McGuireWoods

Shawn Cooley
Director for Foreign Investment
U.S. Department of Homeland Security

Mark E. Plotkin
Partner
Covington & Burling LLP

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

  • New elements that have been incorporated into mitigation agreements in last year
  • To what extent you can negotiate/push back on mitigation requests from CFIUS
  • How CFIUS has evaluated cyber security, and recent trends in mitigation requirements
  • Types of limits on corporate structures, including parent and subsidiary interaction-and other trends in mitigation requirements

3:00
Developing a Global Cross-Border M & A Filing Process: Dovetailing Your CFIUS Strategy with FDI Rules in Canada, the EU and China

Oliver J. Borgers
Partner
McCarthy Tétrault LLP (Canada)

Pascal Dupeyrat
Strategic Investment Lobbyist
RELIANS Consulting (France)

Fang Liu

Mei & Mark LLP

Farhad Jalinous
Partner
White & Case LLP

This panel will provide a comparative analysis of how different countries are approaching FDI from a national security perspective. Topics will include:

  • 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

4:00
Networking Break
4:15
THE POLITICS OF CFIUS FILINGS
Best Practices for Responding to Congressional Concerns, Opposition and Unfavorable Media Coverage

Faryar Shirzad
Global Head of Government Affairs
Goldman Sachs

Richard Mintz
Managing Director
The Harbour Group

For the first time at this program, experts involved in some of the most sensitive, high profile deals will offer their perspectives on how to manage political and media fallout. Gain first-hand insights on how to plan for and manage the PR, communications and media challenges that can affect the fate of the deal.

5:00
TEAM TELECOM
Status and Impact of Pending Reforms, Anticipated Timeframes and their Interplay with CFIUS Reviews

Kathleen Collins
Assistant Bureau Chief, International Bureau
Federal Communications Commission

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

Janine Alston Slade
Deputy Director, Foreign Investment Risk Management
Office of Policy

U.S. Department of Homeland Security

Panel M:oderator

Amy Worlton
Partner
Wiley Rein LLP

Team Telecom experts and decision-makers will discuss how their respective foreign ownership rules compare and contrast with CFIUS requirements. The panel will also address anticipated reforms, recent developments and trends. Topics will include:

  • Status and impact of proposed FCC rules for the review process
  • Anticipated new timeframes and the impact on transactions going forward
  • How Team Telecom interfaces with CFIUS, and the impact of parallel processes on the transaction
  • What can cause delays, further review and rejection of the deal

6:00
Conference Concludes

FOCI In Real Life: A Deep Dive into the Requirements, Process and How DSS and CFIUS Work in Parallel

Feb 2, 2017 9:00am – 12:30pm

Nicoletta Giordani
Assistant Director for Industrial Policy & Programs Business Analysis and Mitigation Strategy (BAMS) Division
Defense Security Service

Bill Savarino
Partner
Cohen Mohr LLP

Benjamin C. Richardson
Deputy Director, Security Policy and Oversight
U.S. Department of Defense

What is it about?

This post-conference working group will provide participants with the unique opportunity to delve into the ins and outs of FOCI, and ask a highly respected expert and senior DSS decision-maker their questions in an informal setting. The working group leaders will discuss the ins and outs of FOCI, how the process plays out in practice and the reallife interplay with CFIUS reviews. Participants will also take away helpful resource materials that can be used for their daily work after thereafter. Topics will include:
  • Common misconceptions around FOCI
  • Recent developments and trends in how FOCI has been interpreted and applied in practice
  • How to identify and address FOCI issues during the due diligence process
  • Determining the best FOCI mitigation instrument: Board Resolution, Security Control Agreement, Special Security Agreement, or Proxy Agreement and Voting Trust Agreement
  • Qualifications for Outside Directors, Proxy Holders, Trustees
  • Negotiating FOCI mitigation
  • How to mitigate FOCI so that DSS will allow the proposed acquisition to proceed, with the seller continuing to perform classified contracts