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Heather Finstuen has extensive experience advising clients on cross-border investment and related national security matters, as well as leading internal investigations and responding to U.S. government civil and criminal investigations.

In the national security area, Ms. Finstuen represents domestic and international companies in numerous industries in securing the approval of the Committee on Foreign Investment in the United States (CFIUS) and provides counseling on negotiating, implementing, and complying with CFIUS national security agreements. She frequently advises clients on national industrial security regulations and engages with the Defense Counterintelligence and Security Agency, the Department of Energy, and other cognizant security agencies on topics including the determination and mitigation of foreign ownership, control, or influence (FOCI). She also counsels defense contractors on National Industrial Security Program Operating Manual (NISPOM) requirements, obtaining and maintaining facility and personnel security clearances, safeguarding requirements, supply chain considerations, and investigating and responding to compliance concerns.

Representative National Security, CFIUS, and FOCI matters:

  • Securing CFIUS and FOCI mitigation approvals for numerous companies, including Nexen (acquisition by China National Offshore Oil Corporation Ltd.); GLOBALFOUNDRIES (acquisition of IBM’s Microelectronics Division); Micro Focus (acquisition of HPE’s software business, sale of its SUSE business); Publicis Groupe and Sapient (Publicis’s acquisition of Sapient); BAE Systems, Inc. (multiple, including acquisitions of Marine Hydraulics International and IAP Research); The Carlyle Group (multiple); Alion Science and Technology (sale of its Naval Systems Unit); CenturyLink (sale of Savvis Data Center Business); Elbit Systems (multiple, including acquisition of M7 Aerospace); HAECO (acquisition of TIMCO Aviation); e2v technologies (acquisition of QP Semiconductor); and Energy Future Holdings (investment in Oncor Electric Delivery Company by the Government Investment Corporation of Singapore and the Ontario Municipal Employees Retirement System).
  • Advising defense and technology companies, private equity and investment funds, and education and research institutions on NISPOM and other national security regulations, conducting internal compliance investigations, advising on reporting requirements, and recommending remedial measures.
  • Advising international and domestic companies and private equity and investment funds on transaction structuring and diligence considerations in light of national security regulatory approvals and requirements.
  • Advising on U.S. government supply chain considerations and counterintelligence concerns.

 Representative Government and Internal Investigations:

  • Representing a Fortune 500 defense contractor in a False Claims Act investigation involving labor charges at overseas military bases.
  • Representing a Fortune 100 defense contractor in a criminal export controls and False Claims Act sourcing action by the Department of Justice.
  • Representing a defense contractor in a criminal fraud and civil False Claims Act matter involving military armor.
  • Representing a government contractor in a False Claims Act investigation brought by the Department of Justice involving the pricing of goods supplied to the U.S. military.
  • Advising a defense contractor in an action by an Air Force Accident Investigation Board.
  • Serving as Board-appointed monitor for a national healthcare company under civil and criminal investigation for Medicare billing and quality control practices, including conducting numerous internal investigations and advising on development of compliance policies and procedures.
  • Representing financial institutions in FIRREA actions by the Department of Justice involving payment processers and FHA-insured mortgage loans.
  • Representing the independent consultant, Treliant Risk Advisors LLC, in conducting a required independent review of a financial firm’s mortgage foreclosure practices.
  • Representing a company in an SEC enforcement action regarding inventory accounting issues. 

Pro Bono

  • Representing a Honduran national in the US Court of Appeals for the Third Circuit in successfully challenging a Board of Immigration Appeals’ decision denying withholding of removal.
  • Advising a national civil rights organization on US constitutional issues relating to the state detention of material witnesses.