Practice Areas & Industries: Sullivan & Cromwell LLP

 




International Trade & Investment/CFIUS Return to Practice Areas & Industries

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Practice/Industry Group Overview

Sullivan & Cromwell is one of the leading legal advisers in matters related to U.S. international trade and investment, backed by many years of experience and a record of client success.
 
The Firm advises U.S.-based clients making or receiving non-U.S. investment and works closely with U.S. and non-U.S. financial institutions with regard to their international activities. S&C advises on issues involving compliance with anti-money-laundering laws, including: the U.S. Bank Secrecy Act and the USA Patriot Act; compliance with U.S. economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. State Department, the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act; and other international trade and investment laws in the context of transactions.
 
S&C lawyers also advise on establishing and upgrading structures, procedures and compliance programs in order to avoid violations. In addition, from the Defense Production Act of 1950, to the creation of the Committee on Foreign Investment in the United States in 1975, to the Exon-Florio amendment in 1988 and the Foreign Investment and National Security Act of 2007, S&C has been advising clients on federal rules regarding the national security review of foreign investment and structuring acquisitions and other investments in order to obtain the necessary regulatory approvals.
 
S&C’s highly regarded and world-renowned Criminal Defense and Investigations Group regularly handles matters involving international trade issues, in particular the defense of organizations and officers of companies accused of FCPA violations or facing anti-money-laundering investigations. The Firm’s criminal defense team includes former federal and state prosecutors, former bank regulatory enforcement counsel, and the leading practitioners in banking and securities regulation. Its CDIG lawyers have been regularly recognized as leading members of the criminal defense bar in peer and industry rankings and surveys. Members of the Group also have extensive trial experience, having collectively handled more than 125 criminal trials in federal and state courts.
 
In the aftermath of the September 11, 2001, terrorist attacks, U.S. investment and trade regulation has expanded and enforcement has become more frequent, forceful and consequential. S&C’s extensive experience with money laundering, anti-corruption laws and sanctions, and the related enforcement agencies—coupled with the Firm’s expertise in finance and investment—are key factors in clients’ success.

SELECTED REPRESENTATIONS

Selected experience related to U.S. economic sanctions and anti-money-laundering issues includes representations of:
 
 

  • TD Bank, in connection with an investigation of TD Bank’s anti-money-laundering controls and compliance with the Bank Secrecy Act by the Office of the Comptroller of the Currency (OCC) and Financial Crimes Enforcement Network and with the SEC for related violations of sections 17(a)(2) and (3) of the Securities Act of 1933.
     
  • HSBC Group, in connection with criminal and regulatory investigations of its historical Office of Foreign Assets Control (OFAC) sanctions and anti-money-laundering compliance programs.
     
  • Citibank, regarding issues relating to a consent order issued by the OCC regarding anti-money-laundering and U.S. economic sanctions compliance.
     
  • Standard Chartered Bank, in deferred prosecution agreements with the Department of Justice and the Manhattan District Attorney’s Office and regulatory settlements with the New York State Department of Financial Services, the Federal Reserve and OFAC, all related to OFAC sanctions and anti-money-laundering compliance.
     
  • various financial institutions and other clients, in connection with economic sanctions compliance and anti-money-laundering in the context of various international trade and investment matters, such as bank loans, securities underwritings and offerings; the conduct of banking operations; and in the context of mergers and acquisitions, joint ventures and other investment activities.

Selected experience in Foreign Corrupt Practices Act investigations includes representations of:

  • a major European oil company, in investigations by the Department of Justice, Securities and Exchange Commission and U.K. Serious Fraud Office into alleged violations of the FCPA and U.K. Bribery Act arising from the company’s joint ventures on multiple continents.
     
  • one of the world’s largest multinational automotive manufacturing companies, in a review by U.S. and U.K. regulators of the company’s automobile and parts supply chains into various markets, including Russia, Belarus, Poland, Finland, Japan, Ukraine and China.
     
  • a U.S. subsidiary of a foreign company that provides aviation services and aftermarket support to commercial, general and government aircraft operators, in a DOJ investigation into alleged FCPA violations. The DOJ is primarily focused on the U.S. subsidiary’s business activities in Latin America.
     
  • a major engineering and electronics conglomerate, in entering into a settlement with the U.S. Securities and Exchange Commission to resolve FCPA charges relating to conduct by a former employee. The SEC did not impose a civil money penalty and did not bring charges based on the anti-bribery provision of the FCPA.
     
  • a major international energy company, in multiple investigations into alleged violations of the FCPA in North Africa, the Middle East and Central Asia.
     
  • a U.S. subsidiary of a Japanese company, in connection with FCPA compliance and with internal investigations of allegations of FCPA violations.

Selected experience involving other foreign investment issues and regulatory agencies includes representations of:

  • Barclays, ING Group, HSBC Group and Standard Chartered Bank, in the successful resolutions of multiagency criminal and regulatory investigations relating to their compliance and economic sanctions and/or anti-money-laundering regulations.
     
  • Koninklijke Philips Electronics, in entering into a settlement with the U.S. Securities and Exchange Commission to resolve Foreign Corrupt Practices Act charges relating to conduct by former employees of a Polish subsidiary of Philips.

Selected experience involving matters related to Committee on Foreign Investment in the United States (CFIUS) review of foreign investment transactions include representations of:

  • Buyers and sellers in various industries, in connection with CFIUS reviews of foreign investment, including companies in the financial institutions sector, the semiconductor and semiconductor fabrication sectors, the power generation sector, the energy exploration sector and the transportation sector, some of the most sensitive sectors for the purposes of national security reviews.
     
  • Cymer, on CFIUS matters related to its merger with ASML Holding pursuant to which ASML acquired all of the outstanding common stock of Cymer in a transaction valued at approximately $3.9 billion.

 
 
Articles Authored by Lawyers at this office:

Volcker Rule: Federal Reserve Issues Statement of Intent to Extend the Volcker Rule Conformance Period Through July 21, 2017 for CLOs
, April 15, 2014
Late yesterday afternoon, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) released a statement regarding the treatment of collateralized loan obligations (“CLOs”) under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act...

Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies: Federal Reserve Seeks Public Comment on New Limitations on Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies Under the Bank Holding Company Act
, January 20, 2014
Earlier this week, the Board of Governors of the Federal Reserve System (the “Board”) solicited public comment, through an advance notice of proposed rulemaking (the “ANPR”), regarding various issues and questions related to physical commodities activities conducted by...

IRS Issues Regulations Regarding Ownership and Information Reporting of Passive Foreign Investment Companies: Final and Temporary Regulations Provide Guidance Regarding Ownership of Passive Foreign Investment Companies and Implement the Annual Report Requirement for Shareholders of Passive Foreign Investment Companies
, January 08, 2014
On December 30, 2013, the IRS and Treasury Department issued Temporary and Final Regulations providing guidance on the ownership of “passive foreign investment companies” and implementing an annual reporting requirement for shareholders of such companies. The regulations replace and...

Volcker Rule: Agencies Reviewing Applicability of Volcker Rule to TruPS-Backed CDOs; Intent Appears to Be to Forestall Immediate Write-Downs
, January 03, 2014
Earlier this afternoon, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), Office of the Comptroller of the Currency (the “OCC”), Federal Deposit Insurance Corporation (the “FDIC”) and Securities and Exchange Commission (collectively,...

CFTC Proposes Position Limit Aggregation Rules: CFTC Proposes Aggregation Standards Applicable to Position Limits for Derivatives
, November 22, 2013
On November 5, 2013, the Commodity Futures Trading Commission (the “CFTC” or “Commission”) held a public meeting during which it voted unanimously to propose for public comment rules that would expand in certain respects the availability of aggregation exemptions (the...

U.S. Supreme Court to Consider Critical Issue for Securities Fraud Class Actions: Possible Overruling of Basic’s “Fraud-on-the-Market” Presumption Could Spell Major Changes for Current Regime
, November 22, 2013
On November 15, 2013, the U.S. Supreme Court granted certiorari in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, raising the prospect that the Court will overrule or significantly limit the legal presumption that each member of a securities fraud class action relied on the...

Shuanghui International Receives CFIUS Clearance for its Purchase of Smithfield Foods: Clearance Illustrates that the CFIUS Process is not an Insurmountable Barrier to Chinese Investment in the United States
, September 13, 2013
Shuanghui International Holdings Limited (“Shuanghui”) and Smithfield Foods, Inc. (“Smithfield”) announced on Friday that the companies have received notice from the Committee on Foreign Investment in the United States (“CFIUS”) that its national security review...