Cleary Gottlieb advises and defends the world’s leading financial institutions and multinational corporations on regulatory and enforcement matters pertaining to:

  • Economic sanctions and anti-money laundering (AML), export controls and related matters. We closely monitor the ever-evolving sanctions regime and have recently advised clients on U.S. and EU sanctions involving Iran, Sudan, North Korea, Cuba, Libya, Egypt and Syria, as well as the sanctions imposed in response to the situation in Ukraine.
  • National security reviews of foreign investments in the U.S. by CFIUS (the Committee on Foreign Investment in the United States), as well as experience in such reviews in other jurisdictions, including France, Italy, Germany, Russia and China.

In coordination with our top-ranked M&A, white-collar defense and bank regulatory practices, our team provides seamless counseling on these issues affecting our clients’ businesses. This includes sophisticated analysis of contemplated transactions that may require CFIUS notification; complex investigations led by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) and other regulators; the development of internal compliance programs and policies; and assistance in licensing procedures.

Economic Sanctions

  • Enforcement. Coordination with our leading white-collar defense, enforcement and litigation practices in complex investigations led by OFAC, the U.S. Department of Justice (DOJ), the SEC, and state and federal banking regulators, as well as in civil claims by private parties. We also assist clients with voluntary self-disclosures to OFAC and national regulators of key EU member states.
  • Compliance. Advising on evaluation of transactions, internal compliance programs and policies and procedures, including assisting financial institutions with the overhaul of internal financial security processes and the review of their existing compliance systems. Our experience covers a wide range of financial and commercial transactions and both U.S. and EU regulations.
  • Worldwide regulatory insight. Longstanding experience and relationships with the officials responsible for administering and enforcing U.S. and European sanctions and AML programs, including those in:
    • OFAC
    • FinCEN
    • U.S. Commerce Department and its Bureau of Industry and Security (BIS)
    • U.S. State Department
    • New York Department of Financial Services
    • DOJ
    • European Union institutions
    • National regulators of key EU member states, such as HM Treasury in the United Kingdom, the General Directorate of the Treasury in France, and the Federal Office of Economics and Export Control and the Deutsche Bundesbank in Germany
  • Licensing procedure. Advising on and assisting in licensing procedures with various national regulators of key EU member states, such as HM Treasury and UK BIS in the United Kingdom, the General Directorate of the Treasury in France, the Ministry of Economy and the Ministry of Finance in Luxembourg, and the Ministry of Economic Development in Italy, as well as the competent authorities in Germany (BAFA and Deutsche Bundesbank).
  • Challenging sanctions. We have extensive experience advising on potential legal challenges to sanctions, including in the U.S. courts, the EU courts and the courts of England and Wales.

CFIUS Reviews

  • Foreign companies seeking to gain a substantial interest in U.S. businesses that may have national security implications can be subject to CFIUS review under the Exon-Florio Amendment and Foreign Ownership, Control and Influence (FOCI) analysis by the Defense Security Service (DSS).
  • Seamlessly integrated with our leading international M&A practice, our team has extensive experience advising clients regarding national security reviews in the U.S. and other jurisdictions, including comprehensive analysis of the benefits and risks of notification, the level of interest CFIUS is likely to take in a transaction, and possible structuring alternatives to reduce CFIUS exposure.
  • We have successfully notified transactions in a number of sensitive industries and have experience in second-stage investigations and, in appropriate cases, negotiating agreements with CFIUS and the DSS to mitigate any identified national security concerns. Equally importantly, we have provided CFIUS advice in a number of sensitive matters that were successfully resolved without a formal notification.

Notable Experience

Sanctions-Related Representations

  • BNP Paribas, Clearstream Banking, SWIFT and other global financial institutions, private equity firms and multinational corporations with respect to compliance and regulatory advice.

  • Numerous entities with respect to sanctions relating to the situation in Ukraine, including leading Russian institutions subject to sectoral sanctions as well as global financial institutions and corporations.

  • BNP Paribas, Clearstream Banking, several global financial institutions, and a number of commercial and industrial companies in criminal, regulatory and internal investigations regarding compliance with U.S. sanctions programs and AML requirements, including investigations involving OFAC, FinCEN, DOJ, the Federal Reserve and state banking regulators, and BIS and ITAR (the U.S. export control agencies).

  • BNP Paribas and HSBC Plc before the U.S. District Court for the Southern District of New York in the successful dismissal of civil RICO and related state law claims alleging the defendants were responsible for helping Cuba avoid U.S. sanctions thereby frustrating plaintiffs’ ability to collect on judgments against Cuba.

  • Crédit Lyonnais and National Westminster Bank in lawsuits in New York federal court based upon allegations under the U.S. Anti-Terrorism Act that the banks are responsible for acts of international terrorism because they maintained accounts for Palestinian charities in England and France.

  • Regular advice regarding international debt, equity and trade financing and disclosure, including transactions involving companies in Brazil, Russia, China, Malaysia, Turkey, the UAE and Singapore, in the energy, financial, natural resources and industrial sectors.

  • Numerous Asian, European and other energy companies and financial institutions in connection with U.S. sanctions against Iran.

  • Sovereign governments and multinational institutions in relation to sanctions matters affecting debt offerings.

  • Multiple major private equity firms and multinational companies in acquisitions of companies doing business with sanctioned parties.

  • Multinational underwriters, issuers and investors on sanctions issues relating to debt and equity offerings.

  • Compliance assessments, training and programs for a range of global clients in the finance, energy, and telecom industries.

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CFIUS Notifications

  • Google in the sale of Motorola Mobility’s mobile devices business to Lenovo Group Limited.

  • American Express in the formation of a 50/50 joint venture of its Global Business Travel division with an investor group including BlackRock Inc., Certares LP and Macquarie Capital Group Limited.

  • TPG Capital and PAG Asia Capital in their $1.2 billion acquisition of DTZ, the property services arm of UGL Limited, with consortium partner Ontario Teachers’ Pension Plan.

  • A major infrastructure fund in the joint venture to operate U.S. port facilities.

  • Brightstar in the $1.26 billion acquisition of a 57 percent interest in Brightstar by SoftBank Corp.

  • Parpública, the Portuguese state holding entity, in its sale of a 22 percent stake in Energias de Portugal to China Three Gorges.

  • Highstar Capital, a U.S.-based private equity firm, and ASUR, a Mexican transportation group, in their acquisition of a concession to operate the airport of San Juan, Puerto Rico.

  • BHP Billiton in its $40 billion hostile bid for Potash Corporation of Saskatchewan (not completed for unrelated reasons).

  • Nortel in the sale of its CDMA/LTE and GSM telecom equipment businesses to Ericsson and other transactions.

  • A Russian entity in a post-closing investigation of a telecommunications acquisition.

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Additional CFIUS Representations (resolved without formal notification)

  • GlaxoSmithKline in its announced three-part transaction with Novartis AG, including a joint venture creating a world-leading consumer health care business, GSK’s $5.25 billion acquisition of Novartis’ global vaccines business and the $16 billion divestment of GSK’s oncology business.

  • The acquisition of an interest in pipeline assets by a Middle Eastern sovereign wealth fund.

  • The sale of a U.S. manufacturer of specialty industrial products with defense applications to a European buyer.

  • The acquisition of a medical device manufacturer with defense contracts by a Japanese corporation.

  • An investment in a U.S. alternative energy company by a Middle Eastern sovereign wealth fund.

  • Minority investments in major U.S. financial institutions by Middle Eastern sovereign wealth funds.

  • A proxy contest led by TCI and 3G for representation on the board of CSX.

  • The acquisition of SunCom by T-Mobile.

  • The formation of a joint venture between Constellation Energy and Electricité de France (EDF) to develop nuclear power plants in the United States.

  • The acquisition of port assets from DP World by AIG Global Investment Group, including offshore entities and investors.

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