DEFENSE AND NATIONAL SECURITY

Wilson Sonsini Goodrich & Rosati advises clients on matters that emerge at the intersection of commerce and security. As we have seen over the past decade, national security policy made in Washington, D.C., can have a dramatic impact on the leading commercial centers around the world. The firm's attorneys serve clients as a bridge between industry and Washington, helping them navigate the sometimes opaque area of national security regulation and enforcement to meet the demands of the modern economy.

National security issues may arise for companies that host foreign visitors for tours and meetings, have contracts or subcontracts involving government projects, or manufacture and export sensitive technology. Companies face scrutiny from government entities charged with enforcing national security statutes and regulations, including enforcement action by the Federal Bureau of Investigation, the Department of Homeland Security, the Department of Commerce, the Defense Criminal Investigative Service, and the Naval Criminal Investigative Service. National security issues also may arise when companies face cyber intrusions from malicious actors seeking to obtain sensitive information. In addition, companies may encounter novel and complex issues when attempting to do business with the government's national security agencies and departments. We can be of service in all of these areas.

Deep Experience in the National Security Community

Our attorneys have expertise in areas critical to modern international commerce, including: cybersecurity, privacy and data protection, technology transactions, exports, government investigations, mergers and acquisitions, and corporate governance. Several have served as senior officials in the U.S. Department of Justice, the U.S. Department of Commerce, the House Permanent Select Committee on Intelligence, the Senate Permanent Subcommittee on Investigations, the United States military, and the Department of State—all of which are charged with enforcement of, and oversight over, national security laws and regulations.

We understand how Washington makes national security policy, law, and regulations because our attorneys were involved in shaping those policies. That expertise, along with our long-standing client relationships with the commercial leaders in the telecommunications, Internet, new media, renewable energy, medical technology, biotechnology, software, and other relevant industries, means that our attorneys are well equipped to deal with the cutting-edge issues of national security work.

A Diverse, Innovative Client Base

Our national security clients range from start-ups to large multinational corporations. Many are involved in cutting-edge research and development, and require specialized counsel to help them navigate the security issues associated with being innovative in a global economy.

The industries we serve include:

  • Information technology
  • Chemicals and biotechnology
  • Telecommunications
  • Semiconductors
  • Computer software and hardware
  • Electronic equipment
  • Sensors
  • Encryption
  • Defense
  • Internet and new media
  • Energy and clean technology
  • Medical technology

A Full Range of Services

Among other services, our attorneys advise clients on the following national-security-related matters:

Committee on Foreign Investment in the United States (CFIUS)

CFIUS is a government committee composed of multiple Executive Branch agencies that reviews corporate transactions that could result in control of an American business by a non-U.S. citizen. CFIUS determines the effect of such transactions on the national security of the United States, and can intervene in transactions based on its determinations.

WSGR is a leader in advising clients on the full range of transactions involving domestic and foreign technology and growth enterprises at all stages of development. When those transactions implicate CFIUS, our attorneys advise clients regarding the CFIUS process and represent them at every stage of review. When appropriate, we work to engage CFIUS in informal discussions concerning the proposed transaction. When clients seek formal CFIUS review, our attorneys assist in preparing submissions to CFIUS and engaging with its departments and agencies on behalf of our clients. We also have the experience needed to engage other key stakeholders in the CFIUS process, including members of Congress, and, where necessary, to prepare for and deal with the public attention and scrutiny that CFIUS may bring to a proposed transaction.

For additional information, please visit the WSGR CFIUS Resource Center.

Industrial Security Regulations and Foreign Ownership, Control, or Influence (FOCI)

We work with clients that have contracts with the Department of Defense (DoD) involving classified information or technology to ensure compliance with the DoD's industrial security regulations. The Defense Department's industrial security regulations are implicated in transactions where the client has, or will acquire, Defense Department contracts involving classified contractors, information, or technology and the client is, or may become, subject to foreign ownership, control, or influence (FOCI). When FOCI issues arise, our attorneys work with clients to mitigate any potential problems and satisfy Defense Department requirements, as well as coordinate the FOCI negotiations as part of the CFIUS review process.

Cybersecurity and Data Security

In today's interconnected global economy, cybersecurity and data security are often fundamental to a company's reputation and commercial viability. The rules and standards in this area of law are varied and complex. A failure to adequately protect data often can have far-reaching and dramatic consequences. WSGR advises clients on all aspects of cybersecurity and data security, including breaches, and the particular cybersecurity concerns raised by doing business with the federal government. Our attorneys include experts in privacy and data security who can advise clients on the best practices for guarding against, and dealing with, data breaches that implicate customer and consumer information. When breaches do occur, we work with clients to address all aspects of the breach and its consequences, including any subsequent government investigations.

Exports, Economic Sanctions, and Related Enforcement Actions

Given today's expanding global economy, our clients increasingly need access to the best advice on compliance and enforcement issues related to U.S. export control and economic sanctions laws and regulations. Our exports attorneys include well-respected former government enforcement officials and prosecutors from various agencies. This team is uniquely qualified to assist companies with the broad array of regulatory and compliance issues, as well as handle litigation and settlement discussions relating to enforcement actions with key U.S. government agencies, including the Justice Department, the Commerce Department's Bureau of Industry and Security, the State Department's Directorate of Defense Trade Controls, and the Treasury Department's Office of Foreign Assets Control (OFAC). Our clients also rely on us for advice on compliance with the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and trade and economic sanctions administered by the Office of Foreign Assets Control. We regularly work with companies in a wide range of industries to resolve complex jurisdiction and classification issues, devise licensing strategies, design compliance programs tailored to specific client needs, provide employee compliance training, prepare voluntary disclosures, assist with transactional due diligence, conduct internal audits and investigations, and represent clients in enforcement-related matters, both administrative and criminal.

In addition, in some areas like supply-chain management, certain aspects of the federal government's regulation for national security purposes are informal, in that while it may be an understood practice, it has not been explicitly established by a law, order, statute, or regulation. Our attorneys have experience with these processes and counsel clients on how to deal with the exercise of governmental authorities outside of the normal regulatory framework.

Counseling

We have significant experience dealing with crises that emerge in national-security-related regulatory matters. Congressional interest can arise with respect to CFIUS and other foreign direct-investment issues, export controls, cybersecurity, data protection, government contracts, and privacy. Our team includes former congressional officials who have significant experience with Congress, including the former staff director of the House Permanent Select Committee on Intelligence's Subcommittee on Investigations and a former counsel for the Senate Permanent Subcommittee on Investigations.

Strategic Technology Transactions

Corporate transactions with the Intelligence Community, Departments of Defense and Homeland Security, and law enforcement agencies often raise unique and complex issues for companies. For businesses attempting to move into the federal marketplace, these issues can be complicated and matters of first impression for the company's senior leadership. Our attorneys work with clients to counsel them in such circumstances and represent them in discussions with the government where appropriate.