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Illuminating the CFIUS Black Box



Thursday, April 26, 2012
Product Code - lgn23
Speaker(s): Stewart Baker, Steptoe & Johnson LLP; Stephen Heifetz, Steptoe & Johnson LLP
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The Committee on Foreign Investment in the United States (CFIUS), an inter-agency committee that reviews business transactions in which the control of a United States business could be assumed by a foreign entity, has been the subject of several reforms and improvements since its inception. The agency reviews such transactions to determine their potential effects on the national security of the United States.

Our faculty will discuss how CFIUS has evolved, CFIUS practices that are unwritten and opaque, and traps for the unwary. CFIUS's foreign investment review process often is described as a "black box" – attending this program will provide an opportunity to hear from insiders who can illuminate that box for you.

Educational Objectives:

• Learn what the CFIUS is and how it developed.
• Understand the CFIUS’s review process and what it looks for, particularly information regarding “whether the U.S. business being acquired develops or provides cyber systems, products, or services, including . . . . systems used to manage or support . . . e-commerce, email . . . safety, security . . . or . . . [t]elecommunications and/or Internet or similar systems, products or services.”
• Understand the relationship between CFIUS and your clients who do business internationally.

Who would benefit from attending the program?

• M&A dealmakers
• M&A legal counsel
• International corporate counsel

Program Level: Intermediate

Stewart Baker, Steptoe & Johnson LLP; Stephen Heifetz, Steptoe & Johnson LLP

Stewart Baker, Steptoe & Johnson LLP
Stewart Baker was the head of the Department of Homeland Security's Policy Office at the time of the Dubai Ports World case that gave rise to the current legislation, rules, and unwritten practices governing the Committee on Foreign Investment in the United States (CFIUS). He actively shaped CFIUS practice in the post-DPW era.

Mr. Baker is currently a partner with Steptoe & Johnson in Washington, D.C. He earned an A.B. from Brown University and a J.D. from the UCLA School of Law, where he received the Alumni Award for Excellence for being the first in his class and was Chief Articles Editor of the UCLA Law Review.

Stephen Heifetz, Steptoe & Johnson LLP
Stephen Heifetz has helped clients navigate CFIUS in a broad range of cases, from the complex and difficult to the routine. In his most recent government position, Mr. Heifetz was Deputy Assistant Secretary for the Office of Policy Development at the Department of Homeland Security and the Department’s day-to-day representative to CFIUS for several years. He conducted hundreds of CFIUS reviews and negotiated many “risk mitigation agreements” that the Committee deemed necessary in order to approve foreign investments.

Mr. Heifetz is currently a partner at Steptoe & Johnson, Washington, D.C., where he helps clients navigate laws and policies at the nexus of international business and security. He earned an A.B., with honors, from Stanford University and a J.D., magna cum laude, from Georgetown University Law Center, where he was a member of the Order of the Coif, Senior Articles Editor for the Georgetown Law Journal, and an Olin Fellow in Law and Economics.