Defense and Strategic Industry Transactions REGULATORY AND GOVERNMENT AFFAIRS

Corporate transactions within the defense industrial base and other sectors involving national security involve an unparalleled level of regulatory oversight and corresponding legal challenges. Combining our world-class regulatory practice with a corporate transactional practice that has completed more than 1,300 mergers and acquisitions valued in excess of $650 billion since 2000, WilmerHale has handled some of the most complex defense and strategic industry transactions in recent years, including multi-jurisdictional, international deals requiring review and clearance by the Department of Defense (DOD), the Department of Justice (DOJ), the Department of the Treasury, the European Commission and other agencies.

Drawing on the collective expertise of more than 100 lawyers with bipartisan government experience in the White House, on Capitol Hill, and at senior levels within the many federal agencies of the United States Government, WilmerHale brings an unmatched expertise to the voluminous regulatory challenges confronting our clients as they navigate this legally complex and politically-charged terrain. Our regulatory lawyers—in collaboration with one of the most highly-regarded transactional practices in the United States—have extensive experience with essentially every aspect of a deal, including target acquisition and assessment, due diligence (including in-depth analyses of all forms of government contract-related or other regulatory matters, such as those dealing with export controls, facility security clearances, Defense Contract Audit Agency (DCAA) audit issues, license transfers, agency investigations and enforcement actions, Foreign Corrupt Practices Act and False Claims Act issues, pending government contract claims and litigation, suspension and debarment issues, and overall compliance status), and, critically, the many forms of pre-closing regulatory clearances.

WilmerHale’s expertise is especially apparent in national-security-related transactions implicating the review process conducted by the interagency Committee on Foreign Investment in the United States (CFIUS). Recognized in the trade press as one of a "small number of firms … regarded as having top-tier CFIUS capabilities,” our CFIUS team has advised clients on US foreign ownership restrictions and in the clearance of proposed business combinations (including the negotiation of Special Security Agreements and National Security Agreements) in some of the most sensitive and complex engagements in recent years.

Leveraging the experience of top lawyers with substantial involvement with the CFIUS review process while serving in senior government positions, our team is comprised of lawyers who previously served as General Counsel of the DOD, Deputy Secretary of the Treasury (with a critical leadership role in CFIUS reforms and reviews), General Counsel of the Office of the Director of National Intelligence, General Counsel of the Central Intelligence Agency, and General Counsel of the Federal Bureau of Investigation. Relying on this broad experience, companies—including defense and intelligence agency contractors, developers/providers of classified and export-controlled technologies, owners/operators of US critical infrastructure and key suppliers, and companies with substantial holdings of strategic resources—have turned to us for CFIUS assistance with increasing frequency in the last several years.

Our extensive experience with the export control aspects of defense and strategic industry transactions is equally well regarded. In international transactions, which raise significant national security concerns, given the vulnerability to security risk and espionage, our export control lawyers have advised a host of clients on the complicated US regulatory landscape. With a range of regulatory agencies with oversight in this area—including the Departments of Treasury, State, and Commerce, each with its own export restrictions, transaction licensing standards, and compliance requirements, and with violations potentially leading to corporate and individual criminal liability, civil money penalties, and administrative sanctions such as suspension of export privileges—WilmerHale has counseled buyers and sellers in international mergers and acquisitions on the regulatory impact of foreign companies’ business operations in a wide range of sanctioned countries such as Iran and Syria.

WilmerHale also houses one of the leading antitrust and competition practices in the United States and Europe. With more than 50 years' experience and more than 70 competition lawyers in the US, Europe and China, we have secured antitrust clearance on hundreds of complex mergers and joint ventures in the United States and Europe from the DOJ, the Federal Trade Commission, the European Commission, and national European competition authorities, including some of the most notable mergers involving defense contractors and other companies operating within the national security regime.

The following listing highlights some of the more notable work by our regulatory and transactional lawyers with experience in the defense and national security arena:

  • We represented BAE Systems in its acquisition of Atlantic Marine Holding Company (Atlantic Marine), a vessel maintenance, repair, overhaul and conversion (MROC), marine fabrication and ship construction services provider.
  • We represented Smiths Interconnect, a division of global technology business Smiths Group plc, in its acquisition of Power Holdings Inc., a leading designer and manufacturer of specialist power distribution, conditioning and monitoring systems.
  • We represented ASRC Federal Holding Company in its acquisition of Mission Solutions Engineering, a full-service systems and software engineering provider with expertise in engineering complex and large-scale systems and incorporating open source technology.
  • We represented BAE Systems in the purchase of OASYS Technology, a privately owned company that designs and manufactures electro-optical systems and subassemblies.
  • We represented BAE Systems in the sale of a $240 million surveillance and attack business to Cobham Defence Electronic Systems.
  • We assisted Danaher with its $2.8 billion acquisition of Tektronix, a supplier of next-generation global communications networks, computing and advanced technologies for the communications, semiconductor, military/aerospace, and other industries.
  • We negotiated foreign investment restrictions for the parties involved in Elbit’s acquisition of Honeywell’s military helmet display and tracking business unit.
  • We represented Raytheon in the sale of its aircraft modification and integration business to L-3 Communications for $1.1 billion in cash.
  • We represented HLTH in General Dynamics’ $225 million acquisition of its ViPS segment.
  • We advised private equity sponsors in acquisition of a significant US defense contractor by a limited partnership with multiple foreign investors (completed without CFIUS review).
  • We represented BAE Systems in its $1.67 billion acquisition of Lockheed Martin’s Sanders unit, a leading supplier of advanced electronic warfare equipment to the US military. We closely coordinated the antitrust and CFIUS filings and secured clearance from the DOD.
  • We represented Lucent in the CFIUS and antitrust review of its merger with Alcatel, resulting in the clearance of the transaction by the President after investigation.
  • We represented Stephens Financial Group as financial advisor to Northrop Grumman in the $7.8 billion acquisition of TRW Inc. and the disposition of related assets to Blackstone Group.
  • We advised a German company on CFIUS matters in connection with its acquisition of a Canadian shipping business that participates in a US Navy program.
  • We represented Nantero in the sale of its government business unit to Lockheed Martin.
  • We represented BAE Systems in obtaining the antitrust clearance for its $4.1 billion acquisition of Armor Holdings and its $4.2 billion acquisition of United Defense Industries, a leading DOD supplier of combat vehicles, missile launchers, precision munitions, and other systems.
  • We represented a large Asian technology company on foreign ownership issues in connection with acquisition of US shipbuilder supplying US Navy and acquisition of a US aerospace company.
  • We assisted a US defense subcontractor on CFIUS-related issues stemming from its acquisition by a multinational German corporation.
  • We represented Eastman Kodak in the $725 million sale to ITT Industries of its Remote Sensing Systems business, a supplier of high-resolution satellite imaging systems.
  • We represented a major US defense contractor regarding the CFIUS review process in connection with the sale of satellite unit to a multinational satellite concern.
  • We advised a US maker of digital video surveillance and intrusion detection equipment on its acquisition by a large European defense concern.
  • We secured CFIUS approval for a Dutch company’s acquisition of a US-based cyber-security solutions provider.

Defense and Strategic Industry Internet Resources

Corporate transactions within the defense industrial base and other sectors involving national security involve an unparalleled level of regulatory oversight and corresponding legal challenges. Combining our world-class regulatory practice with a corporate transactional practice that has completed more than 1,300 mergers and acquisitions valued in excess of $650 billion since 2000, WilmerHale has handled some of the most complex defense and strategic industry transactions in recent years, including multi-jurisdictional, international deals requiring review and clearance by the Department of Defense (DOD), the Department of Justice (DOJ), the Department of the Treasury, the European Commission and other agencies.

Drawing on the collective expertise of more than 100 lawyers with bipartisan government experience in the White House, on Capitol Hill, and at senior levels within the many federal agencies of the United States Government, WilmerHale brings an unmatched expertise to the voluminous regulatory challenges confronting our clients as they navigate this legally complex and politically-charged terrain. Our regulatory lawyers—in collaboration with one of the most highly-regarded transactional practices in the United States—have extensive experience with essentially every aspect of a deal, including target acquisition and assessment, due diligence (including in-depth analyses of all forms of government contract-related or other regulatory matters, such as those dealing with export controls, facility security clearances, Defense Contract Audit Agency (DCAA) audit issues, license transfers, agency investigations and enforcement actions, Foreign Corrupt Practices Act and False Claims Act issues, pending government contract claims and litigation, suspension and debarment issues, and overall compliance status), and, critically, the many forms of pre-closing regulatory clearances.

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Gorelick, Jamie

Jamie Gorelick

Chair, Defense, National Security and Government Contracts Practice Group

Co-Chair, Strategic Response Group

+1 202 663 6500 (t)

jamie.gorelick@wilmerhale.com

Publications & News

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January 12, 2011

Former Senior Air Force Acquisition Attorney Joins WilmerHale

September 15, 2010

U.S. News Media Group and Best Lawyers Release Inaugural Best Law Firms Rankings

WilmerHale earns first-tier rankings for a dozen national practices.

July 7, 2010

Committee on Foreign Investment in the United States (CFIUS) Concerns Cause Parties to Abandon Transaction

June 11, 2010

Chambers USA 2010 Reveals Final Results Ranking 101 WilmerHale Lawyers and Dozens of Practices

March 18, 2010

Chambers USA 2010 Honors WilmerHale, Ranking Over 100 Lawyers and Dozens of Practices

March 1, 2010

Judicial Appointments: Checks and Balances in Practice

January 1, 2010

Prevention of WMD Proliferation and Terrorism Report Card: An Assessment of the U.S. Government's Progress in Protecting the United States from Weapons of Mass Destruction Proliferation and Terrorism

December 7, 2009

WilmerHale is Among Crain’s “New York City’s Best Places to Work”

December 2, 2009

Washingtonian Magazine Names Fifteen WilmerHale Attorneys to “Top Lawyers” List

Washingtonian magazine recently named 15 of WilmerHale's lawyers to the "Top Lawyers" list in its December 2009 issue. The list is made up of "Washington's best minds," and the top one percent of the area's 80,000 lawyers, in 29 categories. Three of WilmerHale's lawyers, Jamie Gorelick, William McLucas and Seth Waxman, are included on the list of top 30 elite "Stars of the Bar."

January 30, 2009

Senate Homeland Committee Adds Panel to Probe Federal Contracting