Cleary Gottlieb’s foreign investment review practice has been at the forefront of national security reviews of foreign investments for over two decades.

With experience in its leading Committee on Foreign Investment in the United States (CFIUS) practice, as well as a leading position in the rapidly evolving foreign investment review landscape in other jurisdictions where we practice, including the United Kingdom, France, Italy, Germany, Russia, China, and the European Union, our teams have experience with structuring, notification, post-closing investigations, and mitigation agreements. The breadth and depth of Cleary’s capabilities in managing foreign investment reviews is unsurpassed.

Not only has our group been closely involved in the evolution of these national regimes, but we have also established strong relationships with leading firms in other jurisdictions with active foreign investment regimes, such as those of Canada and Australia. The FIR group coordinates closely with our market-leading antitrust and M&A practices to provide seamless advice guiding complex cross-border transactions – what Cleary has been known for since its inception.

We also have experience in a wide range of industries, including aerospacebanking, defense, energy, finance, infrastructurepharmaceuticalsinformation technology, semiconductors, telecommunications, and transportation, along with an established history advising sovereign wealth funds and other state-linked investors, with relationships with more than half a dozen leading investors in Asia, the Middle East, and Russia.

Cleary’s foreign investment review practice includes experience in:

  • France, where our team in Paris has a long history of representing clients and advising public authorities on complex cases involving novel legal developments. We are regularly consulted by the French authorities to offer our opinion on reform proposals.
  • Germany, where our well-established team has handled several filings for strategic and financial investors, as well as sovereign wealth funds, across a variety of sectors, including critical infrastructure sectors and the defense industry.
  • Italy, where our longstanding relationship with regulators, which includes our advice to the government in 2012 when the existing legal framework was introduced, has enabled us to obtain unique insights into their regime, currently focused on defense, energy, transport, communications, and critical infrastructures and technologies.
  • United Kingdom, where we have advised international clients in a range of sectors, including technology, media, and defense. Benefiting from our team’s experience of working within the UK regulators, we are also closely involved in the ongoing debate regarding proposed reform to the UK regime.
  • The European Union, where we have been deeply imbedded since the opening of our Brussels office in 1960 as a direct consequence of the close relationship between French political and economic adviser Jean Monnet and former U.S. Under-Secretary of State, George Ball, one of the firm’s founding partners and legal advisor to Monnet on the implementation of the Marshall Plan and the drafting of the Treaties of the European Communities.
  • Russia, where we have advised on dozens of international investments into the country over the past 10 years, totaling more than $20 billion, and where we have a deep understanding of the multiple international sanctions at play.

Notable Experience

  • Alstom in its €6.2 billion acquisition of Bombardier Transportation and the related investment in Alstom by Caisse de dépôt et placement du Québec.

  • ABB in the sale of its critical power solutions business to AcBel.

  • A major Middle Eastern sovereign wealth fund in its acquisition of an interest in a life sciences testing and measurement business, its first CFIUS filing.

  • An Asian sovereign wealth fund in its investment in a pharmaceutical research and testing business, and numerous other matters.

  • OpenText in its $1.42 billion acquisition of Carbonite.

  • Ecology and Environment Inc. in its acquisition of WSP Global. 

  • Allied Universal in its acquisition of SOS Security. 

  • A major Middle Eastern sovereign wealth fund in its participation in the $14.3 billion acquisition of fiber optic provider Zayo. 

  • L’Air Liquide S.A. in its $13.4 billion acquisition of Airgas, and in its sale of Aqua Lung to Montagu Private Equity.

  • A major Middle Eastern sovereign wealth fund in its investment in Arysta, a major manufacturer of agricultural pesticides.

  • Dassault Systémes in its acquisition of No Magic, Inc., and associated mitigation agreements.

  • Qatar Investment Authority in its $1.6 billion investment in Gigamon.

  • The independent director nominees in Broadcom’s proxy contest for Qualcomm’s board.

  • OpenText in its $1.62 billion acquisition of Dell EMC’s Enterprise Content Division and its $240 million acquisition of Guidance Software.

  • 3M in the $200 million sale of its electronic monitoring business to Apax Partners. 

  • Aerostar and ASUR in Aerostar’s acquisition of majority control of Puerto Rico’s main airport (the first major U.S. airport to be privatized) and subsequent mitigation. 

  • Total in its €950 million acquisition of Saft, a French high-tech battery manufacturer. 

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

  • PAG Asia Capital and TPG Capital in their $1.2 billion acquisition of DTZ, the property services arm of UGL Limited, and the subsequent acquisitions of Cassidy Turley and Cushman & Wakefield. 

  • Parpública, the Portuguese state holding entity, in its sale of a 22% stake in Energias de Portugal, including U.S. wind farm assets, to China Three Gorges. 

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

  • Highstar Capital/Ports America in its joint venture with Terminal Investment Limited to operate a container terminal in Oakland, California.

  • Nortel Networks in the sale of its GSM and CDMA/LTE businesses to Ericsson and numerous competitive divestiture auctions. 

  • 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 and numerous other matters. 

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