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Ralls Corporation v. Committee on Foreign Investment in the United States: Is This Landmark Ruling the Dawn of Due Process for CFIUS?


Speaker(s): Anne Salladin, Christopher R. Brewster
Recorded on: Sep. 18, 2014
PLI Program #: 60407

Anne Salladin joined Stroock after nearly 20 years of service in the Office of the Assistant General Counsel for International Affairs of the U.S. Department of the Treasury, which chairs the Committee on Foreign Investment in the United States (“CFIUS”).

As Senior Counsel at the U.S. Department of the Treasury, Ms. Salladin had responsibility for providing legal advice on CFIUS matters and participated in the review and investigation of well over 500 transactions filed with CFIUS, including many of the major Chinese acquisitions in recent years. She also participated in revising and implementing the CFIUS regulations. In addition to her CFIUS work on behalf of the government, Ms. Salladin negotiated major government-to-government arrangements in connection with financial crises.  She also has significant experience in sovereign debt restructuring.

Before joining the Treasury Department, Ms. Salladin spent several years with Davis Polk & Wardwell LLP in New York City, where she was involved in international transactions.   She started her career with Morgan Guaranty Trust Company of New York. 

Ms. Salladin has been quoted frequently in the media, including the Wall Street Journal and Financial Times.


Christopher R. Brewster
Special Counsel, Washington, DC

Chris Brewster's wide-ranging practice before Congress and governmental agencies draws on his experience not only as legislative and committee counsel in the United States Senate and as a state assistant attorney general, but also as a senior official with the Federal Trade Commission (FTC) and nearly 30 years of private practice.

As a member of the National Security/CFIUS/Compliance practice group, Mr. Brewster represents foreign and domestic clients in acquisitions that may affect U.S. national security; helps foreign-owned clients acquire and maintain security clearances; and advises on compliance with U.S. trade sanctions and embargoes, U.S. export control laws, the Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws.

He has represented clients in suspension and debarment proceedings before the Department of Defense, the Air Force, the Army, the U.S. Department of State and the Environmental Protection Agency, and in export compliance matters before the U.S. State Department, the U.S. Department of Commerce and the U.S. Treasury Department's Office of Foreign Assets Control, including licensing proceedings, voluntary disclosures and the defense of government investigations. His FCPA experience includes an internal investigation under the United Nations Oil for Food program, defense of an SEC investigation involving bribery allegations in Eastern Europe, and the development of numerous corporate compliance policies and anti-bribery training programs for global corporations.

Mr. Brewster also directs Stroock's legislative practice, providing analysis as well as advocacy on matters before Congress and regulatory agencies.

He has advised clients on numerous legislative and regulatory matters, including representation before Congress on labor and employment, antitrust, tax, federal contracting and telecommunications legislation, and drafting comments and amendments in federal regulatory proceedings. He has assisted in the defense of a Congressional investigation, developed federal and national lobbying campaigns and advised on compliance with federal election, lobbying and ethics laws. A former radio and television broadcaster, he has also helped clients structure media campaigns and communications strategies.

Mr. Brewster also counsels and represents clients on consumer product safety, advertising and other consumer protection matters before state and federal agencies, including the FTC and the U.S. Consumer Product Safety Commission (CPSC).

He counsels clients on compliance with the Consumer Product Safety Act, the Consumer Product Safety Improvements Act and related statutes and regulations. He has counseled clients in numerous product recalls and in a civil penalty proceeding before the CPSC, and has assisted in the development of compliance programs, crisis management policies and public service campaigns.

He also advises clients on advertising and marketing issues, including false advertising, warranties, testimonials, and new media campaigns, and has represented clients in enforcement matters and rulemakings before state attorneys general and the FTC. He has also helped develop numerous national and regional sweepstakes, contests and promotions.

Before joining Stroock, Mr. Brewster was Counsel in a major international law firm. Prior to private practice, he served as Associate Director for Marketing Practices in the FTC's Bureau of Consumer Protection, with principal responsibility for prosecution of consumer fraud and defective products, among other matters. He also was FTC liaison to the National Association of Attorneys General.

Prior to joining the FTC, Mr. Brewster was a legislative assistant and committee counsel for U.S. Senator John C. Danforth (R-MO), and counsel to the U.S. Senate Committee on Governmental Affairs (now the Committee on Homeland Security and Governmental Affairs). In the course of this work, he helped draft numerous federal laws, including the Ethics in Government Act and the Paperwork Reduction Act, which created the White House Office of Information and Regulatory Affairs and established the statutory framework for presidential oversight of federal regulatory policy.

Mr. Brewster also served as a state assistant attorney general in Missouri. There he prosecuted consumer fraud cases, and criminal appeals, and represented the state labor board in public employee organizing matters.

Representative Matters

  • Over 100 Exon-Florio reviews before CFIUS on acquisitions ranging in value from less than $1 million to $38 billion, including acquisitions by one of the principal industrial groups operating worldwide in the aerospace, defense and security sectors, by the world’s largest supplier of commercial airplane assemblies and components; and negotiation and implementation of CFIUS National Security Agreements to resolve investigations and clear transactions.
  • FCPA investigations, training, and compliance programs.
  • Mitigation of Foreign Ownership Control or Influence (FOCI) for foreign-owned, cleared U.S. government contractors. Obtained only Secretarial waivers ever granted of statutory prohibition against contracting with foreign government controlled corporations on highly classified defense projects, drafted and helped secure amendments to federal law allowing similar waivers for environmental remediation contracts.
  • Export-control matters before the U.S. Departments of State and Commerce.
  • Trade sanctions matters before the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), and OFAC Compliance Programs.
  • Successful resolution of debarment and suspension actions in negotiated agreements, allowing contractors to return to work on government projects.
  • Defense of enforcement actions by FTC and CPSC.
  • Advice and counsel on product recalls of toys, consumer electronics, furniture, clothing, construction materials, and electrical components.
Honors and Awards

Mr. Brewster has been recognized by Chambers USA: America's Leading Lawyers for Business, which cites his experience in matters before the Committee on Foreign Investment in the United States (CFIUS). He has also been identified by Chambers as a "Leading Individual for International Trade: Export Controls & Economic Sanctions."

Speeches and Events

Mr. Brewster has lectured throughout the United States on FCPA compliance, as well as on legislative and regulatory issues. Select engagements include:
  • Speaker, "Legal and Regulatory Issues that Make the Defense Sector Unique," The Defense Industry in a Time of Change, New York City Bar Association, March 27, 2014
  • Speaker, "Government Security: FOCI and Other Key Issues," Annual Meeting of the Aerospace General Counsel's Group, November 4, 2010, Washington, DC
  • Speaker, "Green Labeling and Deceptive Labeling Practices," Consumer Specialty Products Association's Consumer Product Labeling Workshop, October 16, 2008, Chicago, IL
  • Speaker, "Federal Trade Commission Green Guides," Joint Committee Annual Meeting, Textile Rental Services Association, August 4, 2008, Salt Lake City, UT
  • Speaker, "The Foreign Corrupt Practices Act," NY American Corporate Counsel Association CLE Panel Presentation, April 16, 2008, New York, NY
  • Speaker, "Creating a Recipe for Product Safety: Design, Package Labeling, and Manufacturing (and a Lot of TLC)," ACI Conference: Regulatory Kid Watch, April 2, 2008, Washington, DC
  • Speaker, "The Gathering Storm: Pending Legislation to Reform the Consumer Product Safety Act," American Conference Institute Conference, May 22, 2007, San Francisco, CA and October 16, 2007, New York, NY
Publications

Mr. Brewster has written on labor legislation for The National Law Journal and co-authored a guide to the Employee Polygraph Protection Act published by the United States Chamber of Commerce. Other select publications include:

  • Co-author, "Defense Department Publishes Interim Final Rule Detailing Its Process for Clearing Contractors under Foreign Ownership, Control, or Influence," Stroock Special Bulletin, April 23, 2014
  • Co-author, "Bankruptcy Issues The Defense Industry Should Think About," Bankruptcy, Aerospace & Defense and Government Contracts Law360, April 3, 2014
  • Co-author, "Issues Relevant to the Defense Industry in the Bankruptcy Context," Stroock Special Bulletin, March 26, 2014
  • Co-author, "CFIUS Annual Report Highlights Chinese Investment and Signals Tougher Reviews," Stroock Special Bulletin, January 9, 2014
  • "Foreign Investors Skip Government Review at Their Peril: U.S. District Court Dismisses Challenge to President's Authority," Stroock Special Bulletin, October 21, 2013
  • Co-author, "State Department Amends 'Brokering' Rules for Defense Trade," Stroock Special Bulletin, September 10, 2013
  • "Deskbook on Internal Investigations Corporate Compliance and White Collar Issues," Practising Law Institute, October 2012 (Principal Author of Chapters on FCPA, Debarment, and Export Control)
  • Co-author, "Ralls Litigation Challenges Authority of US Committee on Foreign Investment in the United States (CFIUS)," China Legal Review, September 27, 2012
  • "Foreign Acquisitions Merit CFIUS Analysis: An Overview," Law360, August 20, 2012
  • Co-author, "Classified Contracts/CFIUS/Exon-Florio," Best Practices in the Acquisition of a Government Contractor, American Bar Association Section of Private Contract Law 2010
  • "It's Not Easy Being Green: Sellers Beware," Textile Rental, November 2008
  • "Where the Buck Stops – Court Finds CPSC Settlements 'Unreviewable,'" Product Liability Law & Strategy, Feb-Mar 2005
  • "The Case of the Quiet Recall," Product Liability Law & Strategy, January 2005

Admitted to Practice

District of Columbia, Missouri

Education

Harvard University, John F. Kennedy School of Government, 1982; Graduate Program for Senior Managers in Government

J.D., University of Virginia, 1975

A.B., cum laude, Dartmouth College, 1972; with High Honors in Government

Practices

National Security/CFIUS/Compliance

Government Relations

Litigation

Related Publications

"DC Circuit Reverses the Ralls Decision -- Promises a Jolt of Due Process for CFIUS Reviews"

Related News

DC Circ. Rebuke Could Shake Up CFIUS Review Process 
 
Related Events

The Defense Industry in a Time of Change