International Trade Controls Covington & Burling LLP has long been a leading firm in advising and assisting clients with legal problems arising from a variety of U.S. trade control measures administered by agencies of the federal government, including the Commerce, Treasury and State Departments. Our work includes advising clients on the frequent changes in the scope and character of these trade control programs, furnishing counsel and assistance on interpretive matters, obtaining licenses and other authorizations, advocating changes in regulatory programs and legislation, and defending clients in both administrative and criminal enforcement cases. Our services also include the development and implementation of internal compliance programs, conducting compliance training, the conduct of internal investigations and audits, the design of remedial measures, voluntary disclosures and the negotiation of compliance settlements in both criminal and civil cases. We also assist clients with assessing during due diligence whether target companies have engaged in the past in conduct that creates potential compliance issues under U.S. trade controls or have business plans that do not adequately take account of such controls. We have extensive experience in dealing with the federal agencies that administer these trade control programs, including the Commerce Department's Bureau of Industry and Security and Office of Antiboycott Compliance, the Treasury Department's Office of Foreign Assets Control, the State Department's Directorate of Defense Trade Controls, the Nuclear Regulatory Commission, the Department of Energy, the Department of Homeland Security s U.S. Customs and Border Protection and the Justice Department's Criminal Division. Our lawyers also interface with officials in the agencies that formulate and advise on associated policy aspects of these control schemes, including the National Security Agency, the Department of Defense and the intelligence community. In cooperation with our offices in London and Brussels, we also counsel clients on the scope and applicability of trade control measures administered by the European Union and by national governments in Europe. Our European offices also have expertise on the EU implementation of the Wassenaar Agreement and the national laws and regulations of EU member states on exports of so-called dual-use products. Our office in Beijing has broad experience with export control matters, and our U.S. and European customs capabilities reinforce our export control and trade sanctions practices. We assist clients in dealing with conflicting legal regimes in foreign countries, including the blocking measures of the European Union, Canada and Mexico directed to extraterritorial features of the U.S. embargo of Cuba and U.S. sanctions against investment in the Iranian oil and gas industries. On these and other issues, we regularly collaborate with firms in markets where we do not have offices in addressing trade control questions that may have consequences across a range of jurisdictions.
We furnish our clients by e-mail and without charge periodic update memoranda that provide analysis of regulatory developments that affect their operations. We also circulate by e-mail to our clients Trade Controls E-Alerts when new governmental announcements may require prompt client action. For example, recent E-Alerts addressed new U.S. and EU action to tighten aspects of the sanctions against Iran and impose new measures related to Ukraine. Recognized by Chambers USA as the leading firm for export controls issues, the following summarizes our work in the area: Export Controls In the export controls field, the firm has expertise in product classification advice, including determinations of which regulatory program applies to particular products or technologies; drafting of export license applications, including letters of explanation in support of technical data exports; and mobilization and presentation of legal and technical arguments to involved agencies in the U.S., Europe and other countries in support of favorable licensing action. We advise clients in virtually all sectors of the economy, including both established multinational corporations and smaller firms in the initial stages of operations. For instance, we advise major U.S. defense contractors and their key suppliers on registration, licensing and other compliance aspects of the State Department's regulations governing trade in defense articles and defense services and approval of technical assistance and manufacturing license agreements. And we counsel industrial and high-technology concerns on the applicability of the Commerce Department's export regulations. We also work with technical experts in client companies in the United States and other countries in classifying their equipment, instruments and other products, as well as related technical data, under the State and Commerce Department export licensing programs and in obtaining rulings to confirm the classification. We assist leading software companies, software users, and a wide range of other clients affected by controls on technologies such as data encryption. We have also advised U.S. and European companies on a diverse range of issues relating to technology transfers, including transfers relating to the establishment of research facilities in India and China. Economic Sanctions and Antiboycott In the area of U.S. economic sanctions, the firm's lawyers counsel domestic and foreign clients on licensing and overall compliance with each of the major programs that the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC") has administered for foreign policy purposes, most recently targeting Iran, Libya, Sudan, Syria, Burma, and Cuba, as well as designated terrorist groups, weapons proliferators, narcotics traffickers and other sanctioned parties. We represent and counsel a diverse mix of clients in this respect, including, for example, significant companies in the oil and gas sector, pharmaceutical, medical device and biotechnology companies, software and high-technology concerns, financial institutions, defense contractors, and other manufacturing entities. Our clients include a number of leading non-u.s. multinational companies that carry out business through affiliates in the United States and other countries. For example, for many years we have assisted U.S. and non-u.s. clients with issues arising from proposed business transactions with non-u.s. companies that are doing business with Iran and Cuba, or with non- U.S. companies that have invested in or are importing products from those markets. The 2
lawyers in our London and Brussels offices provide pan-european advice on the application of the sanctions measures imposed by the European Union and its Member States. Recent projects include counseling on the compliance aspects associated with a client's decision to create a global computer network, providing compliance advice with respect to technology licensing arrangements in the Middle East, and assisting in obtaining licenses for eligible food, medicines and medical products under the humanitarian exception under U.S. unilateral sanctions (e.g., Iran, Sudan and Cuba). We are also actively advising clients on the implications of action by the U.S., EU and United Nations to tighten sanctions against Iran, particularly in the energy sector, and action by the U.S. and EU against Russia in connection with recent developments in Ukraine. We also counsel companies with regard to their obligations under the antiboycott programs administered by the Commerce Department's Office of Antiboycott Compliance and on the antiboycott provisions of the Internal Revenue Code. Our work in this respect includes both dayto-day advice on antiboycott compliance, as well as assistance in preparing required reports for the U.S. government and in responding to enforcement proceedings arising from alleged boycott-related conduct or from the failure to make required reports. Investigations, Enforcement And Licensing Covington & Burling has significant experience with the enforcement programs of each of the agencies administering trade controls. The firm conducts internal audits for the boards and management of major corporations; assists clients in preparing, presenting and settling voluntary disclosures; arranges for the release of goods seized by U.S. Customs and Border Protection; and represents clients in enforcement cases and investigations, including the negotiation of settlements in several major compliance cases involving criminal and civil penalties. Our white-collar practice group, which includes several former senior Department of Justice officials, collaborates closely with our trade controls experts in conducting investigations. Our securities lawyers also work on these matters since these cases often involve publicly held companies with SEC and other disclosure obligations. Firm lawyers also design and assist clients in implementing internal compliance programs for trade controls, including conducting on-site training and advising on establishing Intranet compliance sites. The firm represents clients in administrative proceedings and before federal courts in enforcement proceedings as well as in cases involving the issuance of export licenses. We have recently handled a number of non-public criminal export matters. We also assist clients regularly in less formal resolutions of agency compliance cases, through negotiated settlements and other dispositions involving the range of government agencies involved in the administration of trade controls. Finally, lawyers at the firm supervise paralegals who have been specially trained to handle the routine aspects of processing applications for export licenses and other ruling requests from the U.S. government agencies that administer U.S. trade control programs. Due Diligence and Trade Controls Compliance in Corporate Transactions Our clients ask us to assess trade controls issues that may impact a corporate transaction, a prospective acquisition or a proposed private equity investment. Relying on our involvement in 3
similar cases and our expertise, we provide our clients an evaluation of the available information, including an assessment of the potential impact of the trade controls issues on proposed transactions. We also assist with post-acquisition due diligence to ensure implementation of appropriate compliance policies and procedures. Firm Professionals The firm's practice in the trade controls field is headed by the following senior lawyers and policy professionals: Peter Flanagan, who has extensive experience in enforcement proceedings involving U.S. trade controls, has assisted companies in a diverse range of industries in the design and implementation of compliance programs, and has been recognized by Chambers International as a top-tier practitioner in International Trade (Export Controls and Trade Sanctions); Corinne Goldstein, who has for over two decades handled a broad range of trade control issues in advisory and compliance matters, including for clients in the financial services, oil and gas, and pharmaceutical industries, as well as antiboycott matters; Peter Lichtenbaum, who served in the Commerce Department during the Bush Administration as Assistant Secretary for Export Administration, Under Secretary for Industry and Security (Acting), and Deputy Under Secretary for International Trade (Acting), has extensive in-house experience on trade control and policy matters in the defense and aerospace industry, and has been recognized by Chambers International and other leading ranking publications as a top-tier practitioner in International Trade; Kim Strosnider, whose practice centers on advice with respect to export controls, economic sanctions, and antiboycott laws and regulations. Ms. Strosnider advises companies across a range of sectors on these issues, including assisting with the development of compliance programs, internal investigations and enforcement proceedings, licensing and product jurisdiction/classification issues, and the trade controls dimensions of mergers, acquisitions, and divestitures. She also currently serves as co-chair of the ABA Section of International Law s Aerospace & Defense Industries Committee; Alan Larson (Senior International Policy Advisor), who was formerly Under Secretary of State for Economic Affairs and had principal responsibility for trade sanctions policy matters; David Addis (Of Counsel), who provides compliance advice and handles enforcement matters for a broad range of U.S. trade control issues, and has extensive experience in the regulation of encryption, software and technology exports; Damara Chambers (Special Counsel), who advises clients regarding U.S. trade controls, including defense trade, dual-use, and nuclear export controls, and assists clients with a variety of related issues, including compliance programs, internal investigations, classification, licensing, and the trade controls and other national security aspects of mergers, acquisitions, and divestitures; David Lorello, based in our London office, who has assisted clients in export sanctions licensing and compliance issues and strategies with regard to encryption and computer technologies, satellites, military items and other goods and technology; 4
Lisa Peets, based in our London office, who has experience with export licensing and enforcement issues arising under UK law as well as with EU sanctions restrictions; Eric Carlson, based in our Beijing office, who counsels clients on U.S. export controls and economic sanctions, and related Chinese trade control regulations, including conducting internal investigations into potential violations of these laws; Stuart Eizenstat (Senior Counsel), former Deputy Secretary of the Treasury and Under Secretary of State, whose government service in Clinton Administration involved an extensive role in policy issues relating to U.S. trade controls; and Peter Trooboff (Senior Counsel), whose practice has for over 30 years concentrated on U.S. sanctions and export-control issues and who served as president of the American Society of International Law and on the U.S. delegation to the Hague Conference on Private International Law. A number of experienced associates and policy professionals are actively involved in the group's work, across our offices in the United States, Europe and China. Firm lawyers have written articles on various aspects of United States and international trade controls and have appeared as speakers at leading continuing education programs on these subjects. For more information about Covington & Burling, our practice and the lawyers in our International Trade Controls Group, please consult our web site: www.cov.com. If you have any questions concerning our practice, please contact the following members of our firm: Peter Flanagan +1 202 662 5163 pflanagan@cov.com Corinne Goldstein +1 202 662 5534 cgoldstein@cov.com Peter Lichtenbaum +1 202 662 5557 plichtenbaum@cov.com Kimberly Strosnider +1 202 662 5816 kstrosnider@cov.com Alan Larson +1 202 662 5756 alarson@cov.com David Addis +1 202 662 5182 daddis@cov.com Damara Chambers +1 202 662 5279 dchambers@cov.com David Lorello +44 (0) 20 7067 2012 dlorello@cov.com Lisa Peets +44 (0) 20 7067 2031 lpeets@cov.com Eric Carlson +86 10 5910 0503 ecarlson@cov.com 2015 Covington & Burling LLP. All rights reserved. 5