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International In-house Counsel Journal logoInternational In-house Counsel Journal logo

Considerations for In-House Counsel in Navigating CFIUS Issues in Cross-Border Transactions

Abstract

Internal lawyers play a unique role in transactions involving the acquisition of a business, for both acquirers and targets. Frequently, internal lawyers are involved in the early stages of a transaction before outside lawyers or other advisors are engaged. In-house lawyers advise boards of directors and management on key legal and regulatory issues, due diligence considerations and the potential impact of one or more of such factors on transaction structure, deal terms and valuation. Before entering into exclusive negotiations, many sellers often insist on seeing a non-binding letter of intent setting forth a potential buyer’s valuation, transaction structure, key conditions and even proposed contract language. U.S. national security issues reviewable by the Committee on Foreign Investment in the United States CFIUS can affect not only key terms of a transaction but also the willingness of buyers and sellers to transact with each other in light of the closing uncertainty to which a CFIUS review may give rise. Internal lawyers are frequently generalists or specialists in areas of law closely linked to their industries and understandably lack expertise in U.S. national security matters and the CFIUS process. As unfamiliar and challenging as such matters can be for American lawyers, they can be even more vexing for non-U.S. lawyers.

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Author

Portrait image of Paul Giordano
Paul Giordano
Former General Counsel, Ironshore Inc., USA

Mr. Giordano was Executive Vice President, General Counsel and Secretary of Ironshore Inc., a global specialty insurance group, and currently acts as an advisor to Kadena LLC, a blockchain technology company. Before Ironshore, he served as the Chief Executive Officer and President of Syncora Holdings Ltd., a financial guaranty insurance and reinsurance group listed on the New York Stock Exchange. Mr. Giordano also was Executive Vice President, General Counsel and Secretary of XL Capital, a publicly traded global property and casualty insurance and reinsurance group where he also held senior business leadership roles. Mr. Giordano was in private practice with leading global law firms headquartered in New York and London. He holds a J.D. from Harvard Law School, a B.A. in Jurisprudence from Oxford University and a B.A. in Political Science from the University of Missouri. Mr. Giordano is admitted to practice in the State of New York.

Company

Ironshore Inc.

Kadena LLC is a blockchain technology company headquartered in Brooklyn, NY. Ironshore Inc. is a global specialty property & casualty insurer.

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