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Shannon Reaves
Partner
Shannon Reaves serves as a partner in the Government Investigations & White Collar Practice Group. He specializes in conducting reviews for cross-border transactions before the Committee on Foreign Investment in the United States (CFIUS), managing matters related to industrial security, such as foreign ownership, control or influence (FOCI) mitigation before the US departments of Defense and Energy, and export control compliance.
Shannon assists clients with analysis of transactions in advance of potential CFIUS filings, due diligence to identify potential national security concerns, and guidance through the CFIUS review and investigation processes. Clients look to Shannon to assess whether specific transaction structures fall under CFIUS’ jurisdiction, negotiate deal terms with government entities and prepare necessary filings. Additionally, he provides counsel on FOCI mitigation and compliance matters. He has more than a decade of experience negotiating FOCI mitigation agreements, including special security agreements, proxy agreements, security control agreements and FOCI board resolutions.
Over the years, Shannon has represented clients in hundreds of CFIUS reviews and numerous FOCI mitigation negotiations, conducted industrial security due diligence for various transactions, and investigated regulatory violations, including those related to FOCI mitigation, sanctions and export controls.
Before joining the firm, Shannon practiced law at an international firm, where he also focused on national security, CFIUS and compliance matters. During his time at the American University Washington College of Law, he gained experience as a judicial intern for Judge Gerald Bruce Lee in the US District Court of the Eastern District of Virginia.
- Represented major corporations operating globally in the aerospace, defense and security sectors; provided advice and counsel concerning US national security regulatory approvals for acquisitions, including export control compliance matters before the Department of State and the Department of Commerce.
- Advised one of the largest investment groups in the world on a large number of CFIUS transactions, spanning a wide variety of industries, including oil and gas processing, mobile satellite services and telecom services, among others. The values of these deals range from the hundreds of millions into the billions.
- Representing a multinational chemical company before CFIUS and with respect to FOCI mitigation relating to a US$75 billion business combination with another entity.
- Representing a multinational pharmaceutical company before CFIUS with respect to a US$62 billion acquisition.
- Represented a US human capital management (HCM) and employee experience solutions corporation before CFIUS on a US$11 billion transaction involving a consortium of acquirers.
- Obtaining CFIUS clearance for a major Australian communications network regarding acquisition of a US digital infrastructure company focused on fiber optic network solutions.
- Counseling a provider of diffusion and thermal sprayed coatings for aerospace components in its sale to an Italian industrial coating equipment company.
- Providing CFIUS guidance for one of the world’s largest private renewable energy companies in the acquisition of a clean energy company.
- Providing FOCI and other related national security guidance to a global investment banking and financial services group in a federal government technology services contract.
- Representing a global leader in engineering and manufacturing before CFIUS and the Directorate of Defense Trade Controls (DDTC) in its sale of a subsidiary to a Japanese manufacturer of electric motors.
- Providing FOCI mitigation and National Industrial Security Program: Operating Manual (NISPOM) compliance counsel to a foreign-owned US electronics manufacturer following its successful completion of the CFIUS approval process.
- Established numerous FOCI mitigation arrangements in compliance with national industrial security regulations.
- Representing a major South Korean financial investment and banking company, providing CFIUS counsel for US investments.
- Providing Defense Counterintelligence and Security Agency (DCSA), FOCI and other related national security guidance to an Irish engineering and design company and its telecommunications subsidiary doing business with the US military.
- Providing CFIUS representation to a UK-based investment holding company in an acquisition of a multidisciplinary engineering, investigation and construction company.
- Obtaining CFIUS clearance for an acquisition of an agricultural investment company.
- Guiding a major renewable power producer in the acquisitions of a number of renewable energy projects in the US.
- Representing the world’s largest supplier of commercial airplane assemblies and components; providing advice and counsel on national security issues related to its US$1.65 billion initial public offering and subsequent transactions.
- Representing a global leader in defense, security and infrastructure technology in the acquisition of a data analytics and cyber services provider to the US intelligence community.
- Provided FOCI mitigation counsel to a US$30 billion entity in preparation for its acquisition by a major investment firm.
- Representing a German multinational corporation before CFIUS and DDTC in connection with the corporation’s US$5 billion acquisition by a Chinese corporation, the largest acquisition of a German company by a Chinese investor, and the first Chinese corporate acquisition of a publicly traded German company.
- Representing a major UK electronics firm before CFIUS in its acquisition of several US defense businesses.
- Represented an Italian multinational electric power transmission and telecom cable manufacturer in a US$1.5 billion transaction before CFIUS and continue to counsel on a variety of matters involving export controls, general security, industrial security, US sanctions and FOCI compliance.
- Representing foreign creditors to US defense contractors going through bankruptcy, including required filings and negotiation of risk mitigation controls.
- Representing a major Italian industrial group operating globally in aerospace, defense and security sectors; providing advice and counsel concerning CFIUS and US national security regulatory approvals for acquisitions.
- Representing a major British defense company in numerous acquisitions of US national security contractors, including a US$1.8 billion acquisition.
- Representing a major Italian industrial group in the US$5.2 billion acquisition of a major US defense contractor requiring CFIUS approval.
- Provided CFIUS counsel to a major UK defense contractor for its purchase of a naval systems business.
- Representing one of the world’s most prominent national pension plans, involving dozens of CFIUS and US national security regulatory approvals for a variety of acquisitions.
- Representing of a multinational information and analytics company in connection with national security matters.
- Representing a company engaged in research, development and production of launch vehicles and rocket systems in connection with national security matters.
- Advising a major European company engaged in the defense contractor market in the US on matters of national security; foreign ownership, control and influence; export control compliance; government contracts; intellectual property; and corporate and employment issues.
- Representing a large UK defense contractor in reorganization efforts for its US businesses, streamlining compliance requirements, consolidating FOCI mitigation and reducing duplicative costs.
- Representing one of the world’s leading aerospace and defense electronics companies, providing advice and counsel in CFIUS and national security issues related to strategic foreign direct investment (FDI) acquisitions in the US.
- Representing a private equity investor to structure control of portfolio companies to limit FOCI mitigation restrictions.
Education
- American University, J.D., 2009
- University of Virginia, B.A., 1997
Admissions
- District of Columbia, 2010
- Virginia, 2009
- Recognized as a Thought Leader in Foreign Investment Review by Who’s Who Legal 2022-2024.
- Listed for Foreign Investment Control by Who’s Who Legal 2024.
- Ranked for International Trade: CFIUS Experts by Chambers USA 2022-2023.
- Recognized as a Thought Leader in Foreign Investment Review by Who’s Who Legal 2023.
- Listed as Up and Coming for International Trade: CFIUS Experts by Chambers USA 2020-2022.
- Named a Top Rising Star for M&A in the US by The Deal 2021.
- Speaker, “US Regulatory Considerations for Managers,” CAASA’s Compliance and Operations Group Meeting, April 18, 2023.
- Quoted, “How a TikTok ban in the US might work,” CNBC, March 17, 2023.
- Quoted, “Senate’s Murphy Wants Security Review of Saudi Investment in Twitter,” Bloomberg, October 31, 2022.
- Speaker, “CFIUS: Background & Recent Developments,” American University Washington College of Law International Trade and Investment Law Society, October 21, 2021.
- Speaker, “CFIUS/FIRRMA Panel,” CASA’s 2021 Private Equity & Venture Capital Assembly, September 30, 2021.
- Speaker, “Parent – FOCI Company Relationships: The Do’s and Don’ts,” American Conference Institute’s 4th National Forum on FOCI, September 14, 2021.
- Speaker, International Trade and Investment Law Society, Washington College of Law, November 20, 2020.
- Speaker, “CFIUS Background and Considerations: Real Estate,” November 18, 2020.
- Speaker, “New CFIUS Rules: Key Takeaways,” November 12, 2020.
- Speaker, “The Interplay of FOCI and the New Proposed CFIUS Regulations,” American Conference Institute’s 3rd National Forum on FOCI, Washington DC, July 14, 2020.
- Panelist, “Buyer AND Seller Beware – New Regulations Expand the Scope and Powers of CFIUS Over FDI Deals,” DC Bar Event, April 28, 2020.
- Speaker, “New CFIUS Regulations and Foreign Investment in US Real Estate,” November 14, 2019.
- Speaker, “Special Briefing: FIRRMA Effects on Foreign Real Estate Investors,” November 12, 2019.
- Speaker, “The Annual Aerospace & Defense Acquisitions Roundtable,” Washington DC, April 29, 2019.
- Co-author, “NISPOM Amendments Affect All Cleared Contractors,” Pratt’s Government Contracting Law Report, September 2016.
- Speaker, “The Annual Aerospace & Defense Acquisitions Roundtable,” Washington DC, April 19, 2016.
- Speaker, Special Briefing for the Embassy of the United Kingdom, Washington DC, February 26, 2016.
- Co-author, “How DOD Is Streamlining National Interest Determinations,” Government Contracts, Aerospace & Defense and Public Policy Law360, February 24, 2015.