Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Sullivan & Cromwell advises and represents clients in matters relating to U.S. laws affecting international trade and investment in the United States by non-United States entities. The scope of our representation includes proceedings involving U.S. governmental agencies, such as the U.S. International Trade Commission ("ITC"), the United States Department of the Treasury (including the Office of Foreign Assets Control ("OFAC") and the Committee on Foreign Investment in the United States ("CFIUS")), the Department of State (including the Department of Defense Trade Controls) and the Department of Commerce (including the Bureau of Industry and Security).

We have successfully represented clients in proceedings before the ITC involving the enforcement of intellectual property rights, such as patents, as well as in more traditional anti-dumping, countervailing duty and escape clause proceedings. We also regularly advise clients on compliance with U.S. economic sanctions laws and export controls affecting both U.S. and non-U.S. businesses. The latter have been expanded, and their enforcement has become more frequent, forceful and important as a consequence of the United States' policies adopted following the events of September 11, 2001. Our long-standing experience with sanctions and the enforcing agencies, coupled with the Firm's substantive expertise in finance and investment, make us especially well positioned to handle such matters.

The Firm regularly counsels non-U.S. clients with respect to compliance with restrictions on foreign investment in the United States. Our experience in this area, which pre-dates the formal creation of CFIUS and its role in vetting foreign investments, is extensive and informs our advice. In addition to advising on, and helping to structure, acquisitions to ensure compliance with CFIUS standards and processes, we have also advised on acquisitions that are required to comply with the Department of Defense regulations. One aspect of such advice relates to clients investing outside the United States, and includes foreign investment issues such as right of establishment, exchange and repatriation controls, offshore accounts, nationalization and expropriation, political risk insurance, sensitive payment issues, effect of multilateral and bilateral investment treaties and sovereign immunity questions.

Compliance with the U.S. Foreign Corrupt Practices Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and related laws is also an important area of our practice, not only with respect to representing clients in enforcement actions, but also in establishing and upgrading structures, procedures and compliance programs adapted to avoid violations of these increasingly important laws and norms in the field of international investment and trade.

In addition, Sullivan & Cromwell advises clients on a wide range of trade matters involving:

• multinational agreements, codes and institutions
• programs for facilitating trade, investment and development
• international codes and conventions affecting commercial transactions.

Examples of our work include our representation of:

• Royal Philips Electronics in ITC patent-based § 337 proceedings
• The Broken Hill Proprietary Company Limited, Rio Tinto and Royal Philips Electronics in quasi-judicial antidumping, countervailing duty and escape clause proceedings
• British Airways, The New York Clearing House Association, Canada's Export Development Corporation, Barclays Bank, The New York Stock Exchange, Credit Suisse First Boston, Sempra Energy, Royal Philips Electronics and Goldman Sachs Group on U.S. economic sanctions laws and export controls affecting both U.S. and non-U.S. businesses
• Rolls-Royce in complying with Department of Defense regulations in its acquisition of Allison Engine Company, as well as in obtaining approval from the Committee on Foreign Investment in the United States
• BP in its acquisition of Amoco, Vodafone in its merger with AirTouch, Neptune Orient Lines in its acquisition of APL, Ontario Teachers Pension Plan in its acquisition of the port operations of Consolidated (Terminal Holding) Ltd. and Global Terminal & Container Services, Chiron in its merger with Novartis, and Scottish Power in its merger with Iberdrola
• Royal Philips Electronics in complying with restrictions on foreign investment in the United States
• Various clients on foreign investment issues including right of establishment, exchange and repatriation controls, nationalization and expropriation, political risk insurance, sensitive payment issues and sovereign immunity questions
• Various clients on a wide range of trade matters involving multinational agreements, codes and institutions, including NAFTA and WTO; programs for facilitating trade, investment and development; and international codes and conventions affecting commercial transactions.

Practice Contacts

Edwin D. Williamson
Washington, D.C.
P +1-202-956-7505
F +1-202-293-6330
williamsone@sullcrom.com