Sam Chang’s practice focuses on cross-border regulatory and enforcement matters, including those relating to economic sanctions, export controls, CFIUS, and global foreign direct investment.

Sam has represented leading companies, sovereign and state-owned entities, and individuals in complex regulatory and enforcement matters before OFAC, CFIUS, the Bureau of Industry and Security, U.S. Departments of Justice and State, SEC, and FINRA, as well as sensitive internal investigations. His practice spans various industries in all stages of the corporate life cycle, including matters with strategic advisory, compliance, transactional, enforcement, and remediation considerations.

Sam first joined the firm in 2015 as a summer associate. Prior to rejoining Cleary in 2018, he clerked for Judge Hisashi Owada at the International Court of Justice and Judge Harris L Hartz at the U.S. Court of Appeals for the Tenth Circuit. Sam has also worked with the U.S. Department of the Treasury’s Office of the General Counsel for International Affairs and the U.S. Department of State’s Office of the Legal Adviser.

Notable Experiences

Regulatory, Compliance, and Enforcement

  • Various U.S. and non-U.S. multinational companies, sovereign wealth funds, and sovereign states in connection with Russia sanctions matters

  • Leading university endowment fund, global brands, investment funds, and other clients in relation to China sanctions and trade-related planning

  • Major U.S. airline in sanctions and export control issues related to operations in Cuba, including obtaining licenses from OFAC and BIS

  • Multilateral development bank in strategic advice on sanctions compliance relating to certain financing and export activities between the bank and multiple sovereigns

  • Leading companies in consumer retail, energy, technology, manufacturing, and financial services sectors in implementation and enhancements of their trade compliance programs

  • Various multinational financial institutions and regulated entities in connection with public regulatory disclosures

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Mergers & Acquisitions

  • Thales in its acquisition of Imperva

  • Sony Interactive Entertainment, a global leader in interactive and digital entertainment, in its acquisition of Bungie

  • Warburg Pincus in its acquisition of BioPharma Solutions from its parent company Baxter International, a leading global medtech company

  • OpenText in its $6 billion acquisition of Micro Focus, one of the world’s largest software companies, and related financing

  • IFF in the $1.3 billion sale of its Microbial Control business unit to Lanxess

  • Hanwha in its acquisition of the aftermarket gas turbine business of Ansaldo Energia through equity purchase of eight entities in seven jurisdictions

  • MBK Partners and UCK Partners Inc. in the $285 million acquisition Osstem Implant

  • Workman Publishing in its sale to Hachette Book Group

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Capital Markets, Restructurings, and Other Transactions

  • An ad hoc group of bondholders in connection with the $2.7 billion restructuring of Ocyan S.A., resulting in a spin off and reorganization of the drilling business of Ocyan

  • Barbados in an innovative debt conversion for nature transaction that will provide $50 million in savings to support environmental and sustainable development objectives

  • Republic of Senegal in its €775 million Rule 144A/Reg S sovereign bond offering and concurrent cash tender offers

  • Vale in connection with its strategic partnership with Manara Minerals

  • The underwriters in Corebridge’s $1.7 billion SEC-registered initial public offering, the largest IPO of 2022; the initial purchasers in Corebridge’s $6.5 billion Rule 144A/Reg S debt offering; and the underwriters in Corebridge’s $1.1 billion SEC-registered secondary offering

  • The underwriter in the New York Community Bancorp’s $392.38 million SEC-registered secondary public offering

  • LG CHEM in its $1 billion Rule 144A/Reg S dual-tranche green notes offering

  • The dealers in Woori Bank’s $600 million Rule 144A/Reg S offering

  • The joint bookrunners and lead managers in the Industrial Bank of Korea’s $600 million Rule 144A/Reg S takedown

  • The joint bookrunners and lead managers in Kia’s $700 million Rule 144A/Reg S dual-tranche green notes offering

  • The joint bookrunners and joint lead managers in Hyundai Assan Otomotiv Sanayi ve Ticaret A.S.’s $300 million Reg S offering

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Selected Activities

  • Executive Editor, Harvard International Law Journal, Harvard Law School
  • Law Clerk, U.S. Department of State, Office of the Legal Adviser
  • Law Clerk, U.S. Department of Treasury, Office of the General Counsel for International Affairs
  • Hague Academy of International Law, Public International Law Session