Global Trade & Policy

The arrival of former U.S. Treasury national security lawyer Christian C. Contardo to Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C., office is noted in Bloomberg Law, Washington Business Journal, General Counsel News, The Washington Post, Reuters, and The Deal. Contardo has over a decade of experience in federal agencies such the Department of Homeland Security, Immigration and Customs Enforcement, and Treasury, including with the Office of Foreign Assets Control (OFAC) and the Committee on Foreign Investment in the United States (CFIUS). 

In Tax Notes, Doreen M. Edelman comments on requests made by U.S. trade groups asking the Trump administration to remove section 301 tariffs in light of the financial uncertainty surrounding the coronavirus pandemic; she notes that exclusions alone may not be sufficient to help U.S. businesses. “These tariffs were intended to hurt China, but trade policy experts knew when the announcement was made that the administration was mixing apples and oranges," she says. "The companies were to 'take one for the team' and take the long view that the policy to alienate China was a good policy. The effect of the virus on retail companies will put the icing on the cake for retail companies.”

In Corporate Counsel (February 25, 2020), Doreen M. Edelman, Chair of Lowenstein’s Global Trade & Policy group, discusses why GCs of financial services companies focused on cryptocurrency, payment systems, mobile banking, and insurance-related technologies need to understand the new changes in regulations governing reviews by the Committee on Foreign Investment in the United States [CFIUS] of foreign investment transactions. She says, “This is such an expanded group of companies because the way CFIUS looks at this now is like this is an episode of ‘Homeland,’” adding that “something else GCs ought to know is that the risk may be bigger for the buyer than the seller. It depends on how the agreement is written and what the investment is.” Edelman adds, “Also, there is no de minimis on this. If it is a $3 million investment, you still have to consider CFIUS.” She remarks that if she were an in-house lawyer, “I would want to have [the transaction] reviewed initially and get something in writing that I had someone review it and tell me what my risks are if I don’t file, or why I don’t need to file [for a CFIUS review] in case the government comes knocking on the door later.” Furthermore, another Corporate Counsel article (March 10, 2020) by global trade lawyers from Kirkland & Ellis references Edelman and Abbey E. Baker’s piece, “Did ‘Silicon Valley’ Get CFIUS Right? Can It Really Ruin Everything?,” where they observe how the HBO show’s writers misunderstood how CFIUS actually functions.

Doreen M. Edelman, Chair of the firm’s Global Trade & Policy group, addresses the risks for U.S. dealmakers posed by the new rules implemented by the Committee on Foreign Investment (CFIUS) in an article in The Deal. The February 13^th implementation of the Foreign Investment Risk Review Modernization Act, or FIRRMA, extends the authority of the Committee in ways that will impact “[t]ech startups, private equity firms, hedge funds, C-suite executives and other stakeholders,” says Edelman, warning that “transactions could be jeopardized if parties don’t fully understand the new regulatory regime adopted by the Treasury Department, which oversees the nine-member government panel.” She adds that stakeholders must carefully classify their products and technologies; in “some cases, tech companies may not realize they have Chinese investment that could attract the committee’s attention or may wrongly assume that a small stake isn’t a concern.”

Lowenstein's representation of PVH Corp. [NYSE:PVH] in its definitive agreement to sell its Speedo North America business to Pentland Group for $170 million in cash is highlighted in Law360, Bloomberg Law, Retail Dive, Financial News, and the Global Legal Chronicle. The Lowenstein deal team included Marita A. Makinen, Andrew P. Erdmann, Doreen M. Edelman, Andrew E. Graw, Darren Goodman, Mary J. Hildebrand, Matt Savare, Michael Walutes, Jeffrey M. Shapiro, Jack Sidorov, Abbey E. Baker, Manali Joglekar, Justin Gindi, Sophia Mokotoff, Nicole Rae Morales, Bryan Sterba, and Vikram Paul. The PVH team included Mark Fischer, Jeffrey Hellman, and Meredith Felz (Legal), along with Dana Perlman and Lina Yoo (In-house Deal Makers). (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Doreen M. Edelman contributes her 2020 predictions on potential legal issues in international trade in Law360. She notes that the Commerce Department has still not developed guidance on a rule, announced in 2018, on which “emerging and foundational technologies” are subject to export controls. She warns that, to date, many owners and developers of, and investors, in technology such as artificial intelligence, 3-D printing, quantum computing, and robotics “have not focused on export control requirements for these technologies. … Thus, these companies must quickly learn when export controls apply” to them to ensure compliance. (subscription required to access article)

Lowenstein's representation of The Estée Lauder Companies Inc. in its acquisition of the shares that the company does not already beneficially own in Have & Be Co. Ltd., the Seoul-based, global skin care company behind Dr. Jart+ and men’s grooming brand Do The Right Thing, is noted in Mergers & Acquisitions, Yahoo! Finance, Digital Commerce 360, PYMNTS.com, the Global Legal Chronicle, The Deal (article; deal listing), Law360, Business Wire, Bloomberg, and The Beauty Influencers. Led by partner Marita A. Makinen, the Lowenstein deal team includes Gina M. Seong, Darren Goodman, Doreen M. Edelman, Mary J. Hildebrand, Matt Savare, Michael Walutes, Jack Sidorov, Abbey E. Baker, Kate Basmagian, Manali Joglekar, Taryn E. Cannataro, Sophia Mokotoff, Carly S. Penner, Bryan Sterba, and Matthew Tippy. (subscription required to access article) View Lowenstein's news announcement about this transaction.

Lowenstein Sandler's representation of ZMC in its investment in CommentSold, Inc. is noted in The PE Hub Network, Business Wire, Financial News, and the Global Legal Chronicle. The Lowenstein team included Steven E. Siesser, Lesley P. Adamo, Elisia M. Klinka, Darren Goodman, Julie Levinson Werner, Anita L. Chapdelaine, Nicole Rae Morales, Nicole Stefanelli, Megan Monson, Eric Jesse, Sophia Mokotoff, Carly S. Penner, Bryan Sterba, Manali Joglekar, Mark P. Kesslen, Daniel A. Suckerman, Kimberly E. Lomot, and Doreen M. Edelman. View Lowenstein's news announcement about this transaction.

The transition of leadership of Lowenstein Sandler’s D.C. office to Antitrust & Trade Regulation partner Zarema A. Jaramillo was covered in Bloomberg Law – Big Law Business, General Counsel News, The Hill, The Deal, and The Washington Post. Jaramillo is set to take over on January 1, 2020, from Jeffrey Blumenfeld, who founded the D.C. office in 2014 and will remain Co-chair of the firm’s Antitrust & Trade Regulation practice group.

Doreen M. Edelman provides unattributed commentary in a Wall Street Journal article on how U.S regulators may halt a $36.6 billion takeover of London Stock Exchange Group PLC by Hong Kong Exchanges & Clearing Ltd., which made an unsolicited offer on Wednesday, September 11, 2019. The London exchange is subject to regulations by several U.S. regulatory agencies, including by the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, and the Committee on Foreign Investment in the U.S. According to Edelman, who regularly advises clients on CFIUS compliance and the risks associated with cross-border M&A and investment transactions, “There will be significant U.S. government concern about the security of data and influence of capital flows that could result from the transaction.” (subscription required to access article)

The Los Angeles Times quotes Doreen M. Edelman, chair of Lowenstein Sandler’s Global Trade & Policy group, in its story on President Donald Trump’s delay of tariffs on cellphones, laptops, toys, shoes, and clothes made in China until after the winter holidays. Edelman says, “This gives breathing room for the retailers and U.S. companies,” adding that the three-month delay will still not give companies enough time to find alternative suppliers outside of China. “We’ve got clients that have specialized, high-end sculptures and ornaments being hand-painted from mountain communities in China that have been doing this for years. … You just can’t pick that up and move that to another country.” The story also appeared in the York Dispatch and the Dothan Eagle.

Lowenstein Sandler’s representation of Thailand’s leading global chemical company, Indorama Ventures (IVL), in its $2.1 billion acquisition of Huntsman’s chemicals units was featured in numerous media outlets including The Wall Street Journal and The Deal, which highlighted Nicholas San Filippo IV’s role in the transaction and previous work with IVL since 2003. The Nation Thailand called the transaction “a game changing acquisition for IVL, its largest ever and one of the biggest by a Thai company in the last decade.” The acquisition was also featured Bloomberg Law – Big Law Business, The Deal, The Associated Press, the Global Legal Chronicle, Business Wire, citybizlist, Bakersfield.com, The American Lawyer, and Law360. The Lowenstein Sandler deal team included Nicholas San Filippo IV, Sam E. Khan, Stuart S. Yusem, Nicholas G. Mehler, Christine Osvald-Mruz, Doreen M. Edelman, Brian Silikovitz, Norman W. Spindel, Mark S. Heinzelmann, Mitchell McDonald, Megan Monson, Sami Najib, Sunita Patel, Alex H.Rosenthal, and Niral T. Shah. The Valence Group acted as exclusive financial adviser to IVL, and KPMG provided financial due diligence support. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Doreen M. Edelman, Chair of the Global Trade & Policy group, is quoted in a Fortune article on the effects of the ban of Huawei, the Chinese telecommunications company, on U.S. businesses. She explains that "technology as defined in the export regulations can’t be sold to Huawei without a license … Companies have to figure out how to change their supply chains or customer base or what they manufacture and sell.”

Doreen M. Edelman is quoted in Business Insider in an article discussing five key questions U.S. tech startups should ask before forming a relationship with a foreign investor. Edelman begins with assessing the company’s industry, noting that there may be regulations against foreign investments designed to prevent foreign governments from accessing technology or intellectual property that may be harmful to U.S. national security. Next, she poses the question of whether the startup’s technology could be used by the defense sector in the future. Should this occur, the U.S. government may force the foreign investor to divest from the company, opening the startup up to financial hardship. Edelman goes on to analyze the investor itself, explaining that startup founders need to pay attention to the location of the investor–i.e., whether they are based in a country that is a friend or foe to the U.S. and being mindful of the shifting geopolitical landscape. Her fourth question advises founders to consider the amount of information they would be required to share with the foreign investor, noting that allowing access to too much information may create issues for the company. Finally, Edelman proposes the topic of the startup’s board, affirming that giving up a board seat to a foreign investor may further complicate the process. She explains that founders who wish to give an investor a seat on the board will be required to go through the CIFIUS process even if they are not mandated to file.

Doreen M. Edelman is quoted in the International Business Times discussing the delay of a trade deal between the United States and China. Edelman suggests that the suspension could be due to the conflicting goals of the President and Congress.

Doreen M. Edelman is featured in a two-part FCPA Compliance Report podcast (December 10; December 17, 2018) discussing the Committee on Foreign Investment in the United States (CFIUS). In part one, Edelman highlights the recent increase in non-compliance penalties, the development of national security measures due to disruptive technologies, and the expansion of CFIUS jurisdiction to companies purchasing non-controlling investments in U.S. companies. In part two, Edelman discusses the requirements for mandatory filings under the CFIUS Pilot Program. 

Law360 quotes Doreen M. Edelman in an article discussing the arrest of Huawei Technologies CFO Meng Wanzhou. Meng’s arrest came amid U.S.-China trade negotiations that have triggered stock market uncertainty. Edelman notes the consequences U.S. businesses could face if Meng’s prosecution stalls the negotiations’ progress, and she advises clients to “continue planning along a worst-case scenario for the long term.” (subscription required to access article).

Doreen Edelman is quoted in Law.com in an article discussing President Trump and China’s Xi Jinping’s recent agreement to a 90-day truce in the trade war. Edelman notes that it is a difficult situation for companies to prepare for and states that she advises clients to diversify their supply chains and have a plan of action in the event higher tariffs are implemented. (This article also appeared in Corporate Counsel, Yahoo! Finance, The American Lawyer International, and the New York Law Journal.) (subscription required to access certain content) 

Doreen M. Edelman is quoted in a Corporate Counsel article discussing a possible meeting between President Trump and China’s Xi Jinping at the G20 Summit and the potential impact on U.S. companies’ dealings with China. Edelman notes the present international trade climate and states that she advises clients to be prepared for anything in the short- and long-term.

The Washington Post, The American Lawyer, Global Trade Review, Bloomberg Law – Big Law Business, Law360, The National Law Journal, the New Jersey Law Journal, International Trade Today, The Deal, TXF, and citybizlist highlight the launch of Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C. office and the arrival of Doreen M. Edelman (practice chair), Abbey E. Baker, Andrew Bisbas, and Megan C. Bodie. The Global Trade & Policy practice will provide U.S.-based clients, foreign clients, and foreign-owned U.S. companies with compliance and policy development services. Areas of emphasis will include import tariffs and classifications, OFAC regulations and sanctions, CFIUS review protocols, and export controls. (subscription required to access certain content)

Doreen M. Edelman discusses U.S. sanctions against South Sudan in Foreign Policy.

Doreen M. Edelman is quoted in Automotive News regarding NAFTA.

Doreen M. Edelman is interviewed on CGTN regarding the Trump Administration's efforts to renegotiate NAFTA.

Doreen M. Edelman discusses the Trump Administration's goals for renegotiating NAFTA in SupplyChainBrain and Washington Post.

Doreen M. Edelman discusses the possibility of sanctions on Chinese companies doing business with North Korea in The Associated Press.

Doreen M. Edelman comments on the role of U.S. trade representatives in the Adam Smith Project.

Doreen M. Edelman comments on how the President's trade policies might affect Tennessee in Nashville Business Journal.

Doreen M. Edelman discusses U.S. export and military sales policies with Aviation Week & Space Technology. 

Doreen M. Edelman is quoted in Bidness Etc on the potential Boeing deal with Iran.

Doreen M. Edelman is quoted in Hotel Management regarding the Cuban hotel industry.

Doreen M. Edelman is quoted in Hotel Management about getting permission to do business in Cuba.

Doreen M. Edelman is featured on LXBN-TV.

Law360 interviews Global Trade & Policy chair Doreen M. Edelman in a Q&A.