Economic Sanctions and Foreign Investments

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 and represented in enforcement actions relating to 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 investigations, regulatory and criminal defense, as well as 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. Department of Justice, U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and other prosecutors and regulators; the development of internal compliance programs and policies; and assistance in licensing procedures.

The firm has also developed the leading practice representing companies sued in federal court by private litigants seeking recovery based on alleged sanctions violations, including under the U.S. Anti-Terrorism Act.

Economic Sanctions

• Enforcement and Litigation. Coordination with our leading white-collar defense, enforcement and litigation practices in complex and high-stakes 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 in courts in the U.S. and elsewhere. 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:
  
  • DOJ
  • OFAC
  • FinCEN
  • U.S. Commerce Department and its Bureau of Industry and Security (BIS)
  • U.S. State Department
  • New York Department of Financial Services
  • 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.