Overview
Moore & Van Allen brings together experienced trade, regulatory, and transactional counsel to deliver integrated, cross-disciplinary guidance on the full spectrum of national security issues. Our team advises both U.S. and non-U.S. companies and investors on the principal national security regulatory regimes governing investment, export controls, economic sanctions, anti-money laundering, and government contracting. Attorneys across the firm’s corporate, litigation, labor and employment, financial services, and intellectual property practices work together seamlessly to deliver practical, business‑focused solutions aligned with clients’ strategic objectives.
Foreign Direct Investment (CFIUS)
The Committee on Foreign Investment in the United States (CFIUS) reviews certain transactions that could result in foreign control of U.S. businesses to assess potential U.S. national security risks. Since the enactment of the Foreign Investment Risk Review Modernization Act (FIRRMA), CFIUS's jurisdiction has expanded significantly, capturing a broader range of transactions, including foreign persons' non-controlling investments in U.S. businesses that deal with critical technologies, critical infrastructure, and sensitive personal data. Moore & Van Allen's CFIUS team advises foreign acquirers, U.S. targets, private equity sponsors, and other transaction participants through all stages of the CFIUS process.
Our work includes:
- Jurisdictional analysis and deal strategy. Analyze whether a particular transaction constitutes a "covered transaction," determine whether a mandatory filing is required or a voluntary filing is warranted, recommend whether a pre-notification conference with CFIUS is appropriate, strategize whether to file a short-form declaration or a long-form joint voluntary notice, advise on the structure of the transaction to mitigate identifiable national security risks while preserving deal economics, incorporate CFIUS risk into deal structuring, conditions to closing, and reps and warranties, and respond to unsolicited CFIUS outreach regarding completed transactions (non-notified transactions).
- Filings and clearance. Prepare declarations and joint voluntary notices, respond to CFIUS’s question sets, participate in meetings with CFIUS to discuss the transaction specifics, and negotiate mitigation agreements with an aim to obtain CFIUS clearance.
Outbound Investment
We advise clients under Treasury’s Outbound Investment Security Program, which restricts and requires notification of certain U.S. investments into the semiconductors and microelectronics, quantum information technologies, and certain artificial intelligence industries in countries of concern.
Our work includes:
- Screening the transaction. Prepare covered-transaction and covered-foreign-person analyses and prohibited-versus-notifiable determinations that turn on the specific technology and end use involved.
- Diligence and knowledge standard. Support diligence on a target’s activities and assess proposed investments against the program’s knowledge standard, including the reasonable steps an investor is expected to take before proceeding.
Government Contracting
National security considerations pervade the government contracting environment, imposing specialized requirements on defense, intelligence, and homeland security contractors and subcontractors that perform classified work, handle controlled unclassified information, or operate in sectors critical to national security and defense. Moore & Van Allen’s government contracts team helps clients obtain and maintain the security posture necessary to compete for and perform sensitive work, including with respect to mergers and acquisitions, industrial security, supply chain integrity, cybersecurity, and domestic-preference requirements.
We serve contractors and suppliers to the defense, intelligence, and homeland security agencies across defense contracting, classified work, supply‑chain security, and domestic‑preference requirements.
Our work includes:
- Regulatory compliance and bid protests. Advise on FAR and DFARS compliance, conduct internal investigations, analyze mandatory disclosure obligations and False Claims Act exposure, and litigate bid protests at the Government Accountability Office and the U.S. Court of Federal Claims.
- Cleared contractor compliance. Advise on compliance with the National Industrial Security Program Operating Manual, including when impacted by an acquisition, and prepare and negotiate foreign ownership, control, or influence (FOCI) mitigation instruments required by the Defense Counterintelligence and Security Agency (DCSA) when defense contractors are acquired by foreign persons.
- Supply-chain security. Counsel on compliance with Section 889 (covered telecommunications equipment or services), DFARS supply-chain and safeguarding clauses, CMMC and cybersecurity requirements and flow-downs, counterfeit-parts rules, and the broader effort to secure the defense industrial base and critical-mineral sourcing.
- Domestic preference. Prepare compliance policies, conduct domestic content calculations, advise companies on compliance issues during contract performance, and implement supplier certifications and flow-down requirements in connection with Buy American Act, the Trade Agreements Act, the Berry Amendment, specialty-metals restrictions, and Build America/Buy America.
Export Controls
The U.S. export control regime—principally, the Export Administration Regulations (EAR) administered by the Department of Commerce’s Bureau of Industry and Security (BIS) and the International Traffic in Arms Regulations (ITAR) administered by the Department of State’s Directorate of Defense Trade Controls (DDTC)—imposes complex requirements on companies that develop, manufacture, export, reexport, or transfer controlled commodities, software, and technology. Moore & Van Allen’s export controls team advises clients across the full lifecycle of export control compliance, from classification and licensing to enforcement defense.
Our work includes:
- Classification and licensing. Prepare commodity classification requests under the EAR and commodity jurisdiction requests under the ITAR, determine the applicability of licensing requirements as well as exceptions and exemptions, engage in deemed export analyses, conduct encryption classifications and reporting, and draft license applications, including Technical Assistance Agreements and Manufacturing License Agreements under the ITAR.
- Compliance and enforcement. Build, update, and audit export control compliance programs and technology control plans that are properly scoped to clients’ specific risk profiles, prepare restricted-party and end-use screening procedures, provide export control trainings, advise on transactional compliance including with respect to the Entity List and Military End-User List, conduct internal investigations regarding compliance with the EAR and ITAR, draft voluntary self-disclosures to DDTC and BIS, and defend against administrative and criminal enforcement actions.
OFAC Sanctions
The U.S. economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) impose comprehensive and targeted restrictions on transactions involved sanctioned locations, entities, and individuals. These programs create significant compliance obligations for companies operating in the global economy. Moore & Van Allen’s sanctions practice advises clients across all industries on the full range of OFAC compliance, licensing, and enforcement matters.
- Compliance policies and procedures. Develop compliance policies that are properly scoped to a company’s sanctions risk, draft restricted party screening procedures, audit sanctions policies and procedures for risk exposure, prepare trainings for company stakeholders, and advise on implementation of technical controls, such as restrictions in ERP systems and geoblocking.
- Screening and ownership analysis. Conduct counterparty and beneficial-ownership screening against the Specially Designated Nationals and Blocked Persons List (SDN List) and other restricted party lists and determine application of OFAC’s 50 percent rule to a particular entity.
- Transactional analysis and licensing. Advise on sanctions compliance with respect to particular transactions, determine the availability of general licenses, prepare applications for specific licenses, and analyze secondary sanctions risk.
- Disclosures and enforcement. Conduct a blocked-vs-rejected analysis, conduct internal investigations of apparent sanctions violations, prepare voluntary self-disclosures, respond to administrative subpoenas and pre-penalty notices, negotiate settlement agreements and penalty mitigation, and coordinate parallel investigations by other agencies.
