International Trade
The Chambers-ranked Bass, Berry & Sims International Trade Practice Group supports clients in understanding and complying with their obligations when investing, operating, and transacting across borders. We guide clients through challenging issues related to economic sanctions (Office of Foreign Assets Control (OFAC) and U.S. State Department), exports (Directorate of Defense Trade Controls (DDTC) and the International Traffic in Arms Regulations (ITAR), Bureau of Industry and Security (BIS) and the Export Administration Regulations (EAR)), antibribery (the Foreign Corrupt Practices Act (FCPA), Department of Justice (DOJ) and Securities and Exchange Commission (SEC)), anti-boycott regulations (Office of Antiboycott Compliance (OAC) and Department of Treasury), imports (Customs and Border Protection (CBP)), the Committee on Foreign Investment in the United States (CFIUS), and Anti-Money Laundering (AML).
We advise individuals and entities, ranging from organizations with minor operations outside the United States to large corporations with extensive global reach. We provide practical advice tailored to our clients’ needs, risk appetite, and business objectives.
Areas of Focus
- Anti-Boycott Regulations
- Anti-Money Laundering
- Committee on Foreign Investment in the United States (CFIUS)
- Customs & Imports
- Economic Sanctions
- Export Controls
- FCPA & Anti-Corruption
Services Provided
- Developing risk-based compliance programs and strategies
- Addressing day-to-day compliance questions
- Crafting and implementing compliance policies, procedures, and training
- Counseling on cross border mergers and acquisitions (M&A)
- Advising investors and sellers on CFIUS strategy and submissions
- Conducting due diligence
- Preparing and managing compliance audits
- Implementing process enhancements and corrective actions
- Leading and conducting internal investigations
- Supporting voluntary disclosures and other government notifications
- Representing clients in front of regulatory bodies in enforcement and de-listing matters
What Sets Us Apart
- Comprehensive Coverage of Trade Issues: Unlike firms that focus on specific practice areas, we offer a broad spectrum of international trade capabilities, encompassing U.S. economic sanctions (OFAC), export controls (ITAR and EAR), import controls (CBP), the FCPA, CFIUS, and U.S. anti-boycott law. This breadth ensures we can help clients identify and address the multiple trade issues that they encounter when operating across borders.
- Integrated Knowledge Across Practices: Our International Trade Practice Group collaborates with other firm practice areas such as Government Contracts, Labor & Employment, and Mergers & Acquisitions to provide full-service capabilities. Our team also forms part of the firm’s Compliance & Government Investigations group, and we can call on the extensive experience of other members of that group when needed for intensive internal and government investigations. The result is that clients receive comprehensive and coordinated legal advice, with an emphasis on practical solutions that are tailored to their unique needs.
- Global Reach Through Strategic Partnerships: Through our firm's active membership in Lex Mundi, the world's leading association of independent law firms, our attorneys and clients have direct access to more than 300 preeminent law firms in more than 125 countries around the world. We leverage these relationships to ensure that we can offer support to our clients that reflects the local politics, customs, mores and cultures impacting our clients’ business.
- Thought Leaders At Every Level: Our practice is at the forefront of international trade issues, contributing in-depth analysis and insights to major publications and industry forums. We regularly comment on economic sanctions, export and import controls, anti-corruption matters, CFIUS, and other trade issues in national media and our firm’s GovCon & Trade blog.
Areas of Focus
Whenever a non-U.S. entity seeks to invest in a U.S. company, it is essential to consider whether to notify the Committee on Foreign Investment in the United States (CFIUS) about the transaction. The decision of whether to notify CFIUS has only become more complicated since the passage of the Foreign Investment Risk Review Modernization Act (FIRRMA).
Bass, Berry & Sims’ cross-disciplinary team assists both U.S. sellers and non-U.S. investors determine when a CFIUS notification is needed. When the decision is made to submit a notification, we partner with clients to identify issues that may have CFIUS implications, and address them as early as possible, to ensure a smooth, successful review process. With extensive experience handling international trade issues, government contract questions, antitrust law and general corporate matters, our team focuses on fully understanding each client’s business in order to become a trusted, strategic partner in finalizing transactions. Clients rely on our experience navigating hot-button CFIUS issues, such as:
- Determining when a mandatory declaration is necessary – or strategically warranted.
- Working with healthcare sellers who handle and maintain personal information.
- Managing contracts with sensitive government customers.
- Sellers who are sole-source providers to the U.S. armed forces.
- Offshore drilling assets or pipelines.
- Critical technology or vital technical data transfers.
- Government-owned or –controlled investors.
- Obtaining accurate and complete personal identifier information.
- Real estate investments near U.S. government facilities.
Non-U.S. buyers are facing increasing scrutiny – according to recent CFIUS annual reports, close to half of all matters notified to CFIUS were sent to a 45-day investigation in addition to the standard 30-day review. The extended duration for reviews and investigations established under FIRRMA only amplifies the challenges to getting a deal done. Through effective communication with our clients and with counsel on the other side of the transaction, and with CFIUS itself, we have developed tactics to prevent these extended investigations. But we also have experience managing longer CFIUS reviews and keeping deals alive. In certain cases, this may mean assisting with developing and implementing mitigation measures; in other instances, it may be necessary to craft a public relations strategy.
The U.S. government continues to vigorously enforce export laws and regulations. Large penalties are common – including penalties that limit companies’ abilities to transact in the U.S. market. More U.S. government personnel within more U.S. government agencies are taking an active role in export enforcement. U.S. officials are increasingly cooperating with their non-U.S. counterparts.
Our attorneys understand the pressures that exporters are under. The profits of many government contractors are being squeezed by their biggest customer, the U.S. government. Manufacturing companies are facing increased competition from China, India, Taiwan, Vietnam, and elsewhere. Non-U.S. technology engineers are eager to work with U.S. companies and share U.S. technical data.
Our international trade team can help. Sometimes it is as simple as assisting in the preparation of a license application or an ITAR registration. Other times, we will help a client conduct an EAR and ITAR audit and develop recommendations for compliance enhancements. We routinely partner with clients to prepare and deliver training – whether high-level training for executives or nuts and bolts education for personnel regularly involved in export activity. And we represent clients in front of the government: for one large defense contractor, we conducted multiple investigations and provided support on numerous voluntary disclosures.
Perhaps no area of international business compliance has received more attention in the recent past than anti-corruption.
From defense contractors seeking export sales in the Middle East, to manufacturers seeking to import and sell products into Asia and Latin America, to energy companies sending equipment and personnel to West Africa and other parts of the oil patch, to medical device companies seeking to do business with state-owned hospitals and state-employed doctors in Europe, companies must protect against the corruption that often occurs when goods, services or people move across international borders.
It is therefore essential that companies and individuals understand the U.S. Foreign Corrupt Practices Act (FCPA), and particularly the aggressive manner in which the U.S. government is interpreting and enforcing the law: seemingly simple terms – such as “payment,” “foreign official” and “instrumentality” – are being defined much more broadly than their common usage would suggest.
Our trade team works closely with clients to tailor solutions to their most challenging corruption compliance issues. Visit our FCPA Practice page to learn more about the team and our experience providing advice on and conducting investigations of anti-corruption compliance matters.
Just-in-time supply chains rely on goods being imported as quickly and accurately as possible. A misclassification or an underpayment of duties can cause delays, and delays cost money. Even a late filing can lead to penalties. We help our clients handle both the routine import issues that they face, such as communicating with Customs about liquidated damages claims and making petitions and other filings, and on more significant issues such as prior disclosures. We also help steer clients through internal customs reviews and investigations, including matters involving fraud charges. And we collaborate with clients on making country of origin determinations, often working with our colleagues in our Government Contracts Practice to make such determinations for purposes of Buy American Act (BAA) and Trade Agreements Act (TAA) eligibility. We particularly relish the chance to partner with clients on developing manufacturing processes to manage tariffs, country of origin determinations, and other import strategies.
U.S. anti-boycott law is extremely fact-specific. Language in an RFP or Power of Attorney that is permissible under the Commerce Department regulations may be penalized under the Treasury regulations. It is essential to review potentially problematic language carefully and consult the exhaustive guidance that both Commerce and Treasury have issued. We regularly advise clients – including in the defense, energy, engineering, financial services, and manufacturing industries – on whether specific language triggers the anti-boycott provisions, and whether reporting is required. And we have assisted, when it was necessary, to voluntarily disclose anti-boycott provisions not reported to the government in a timely manner.
No area of international trade changes more rapidly than U.S. economic sanctions. In recent years, hot topics have included Cuba, Iran, Russia and Venezuela, as well as designations of prohibited parties in many other countries because of those parties’ involvement in human rights abuses, cyber crime, trade with sanctioned countries, weapons proliferation, and other actions that threaten U.S. national security. Our trade team knows that changing U.S. foreign policy results in a changing compliance landscape.
A host of industries is directly and significantly impacted. For instance, the financial services sector, as it attempts to process millions of cross-border transactions every day, is uniquely affected by U.S. sanctions. Aviation companies, both in the defense and commercial sector, must keep close track of their compliance obligations. Energy companies, with disparate operations around the world, must ensure they understand what they can do – and what they can’t do.
Tactical issues abound as well. For example, we have helped clients consider whether loosening U.S. restrictions on Cuba and Sudan present opportunities, and how to manage the challenges of doing business in Russia. And we have helped non-U.S. companies understand just how far U.S. sanctions jurisdiction extends over those companies’ operations. Our international trade team assists clients with these types of matters as well as the many routine – and less routine – sanctions compliance issues that arise in the context of international business.
Featured Experience
-
We advised a global services provider on trade compliance issues involving economic sanctions, export controls, the Foreign Corrupt Practices Act...
-
We represented a high-tech equipment manufacturer in conducting a complex internal investigation and making related disclosures to multiple U.S. federal...
-
We guided a U.S. private equity firm through its acquisition of a defense contractor with significant international operations. We led...
-
We counseled a U.S. government contractor client through a successful Committee on Foreign Investment in the United States (CFIUS) review...
-
We are regularly called upon to advise a growing oilfield services company to understand and comply with their obligations under...
The Chambers-ranked Bass, Berry & Sims International Trade Practice Group supports clients in understanding and complying with their obligations when investing, operating, and transacting across borders. We guide clients through challenging issues related to economic sanctions (Office of Foreign Assets Control (OFAC) and U.S. State Department), exports (Directorate of Defense Trade Controls (DDTC) and the International Traffic in Arms Regulations (ITAR), Bureau of Industry and Security (BIS) and the Export Administration Regulations (EAR)), antibribery (the Foreign Corrupt Practices Act (FCPA), Department of Justice (DOJ) and Securities and Exchange Commission (SEC)), anti-boycott regulations (Office of Antiboycott Compliance (OAC) and Department of Treasury), imports (Customs and Border Protection (CBP)), the Committee on Foreign Investment in the United States (CFIUS), and Anti-Money Laundering (AML).
We advise individuals and entities, ranging from organizations with minor operations outside the United States to large corporations with extensive global reach. We provide practical advice tailored to our clients’ needs, risk appetite, and business objectives.
Areas of Focus
- Anti-Boycott Regulations
- Anti-Money Laundering
- Committee on Foreign Investment in the United States (CFIUS)
- Customs & Imports
- Economic Sanctions
- Export Controls
- FCPA & Anti-Corruption
Services Provided
- Developing risk-based compliance programs and strategies
- Addressing day-to-day compliance questions
- Crafting and implementing compliance policies, procedures, and training
- Counseling on cross border mergers and acquisitions (M&A)
- Advising investors and sellers on CFIUS strategy and submissions
- Conducting due diligence
- Preparing and managing compliance audits
- Implementing process enhancements and corrective actions
- Leading and conducting internal investigations
- Supporting voluntary disclosures and other government notifications
- Representing clients in front of regulatory bodies in enforcement and de-listing matters
What Sets Us Apart
- Comprehensive Coverage of Trade Issues: Unlike firms that focus on specific practice areas, we offer a broad spectrum of international trade capabilities, encompassing U.S. economic sanctions (OFAC), export controls (ITAR and EAR), import controls (CBP), the FCPA, CFIUS, and U.S. anti-boycott law. This breadth ensures we can help clients identify and address the multiple trade issues that they encounter when operating across borders.
- Integrated Knowledge Across Practices: Our International Trade Practice Group collaborates with other firm practice areas such as Government Contracts, Labor & Employment, and Mergers & Acquisitions to provide full-service capabilities. Our team also forms part of the firm’s Compliance & Government Investigations group, and we can call on the extensive experience of other members of that group when needed for intensive internal and government investigations. The result is that clients receive comprehensive and coordinated legal advice, with an emphasis on practical solutions that are tailored to their unique needs.
- Global Reach Through Strategic Partnerships: Through our firm's active membership in Lex Mundi, the world's leading association of independent law firms, our attorneys and clients have direct access to more than 300 preeminent law firms in more than 125 countries around the world. We leverage these relationships to ensure that we can offer support to our clients that reflects the local politics, customs, mores and cultures impacting our clients’ business.
- Thought Leaders At Every Level: Our practice is at the forefront of international trade issues, contributing in-depth analysis and insights to major publications and industry forums. We regularly comment on economic sanctions, export and import controls, anti-corruption matters, CFIUS, and other trade issues in national media and our firm’s GovCon & Trade blog.
Areas of Focus
Whenever a non-U.S. entity seeks to invest in a U.S. company, it is essential to consider whether to notify the Committee on Foreign Investment in the United States (CFIUS) about the transaction. The decision of whether to notify CFIUS has only become more complicated since the passage of the Foreign Investment Risk Review Modernization Act (FIRRMA).
Bass, Berry & Sims’ cross-disciplinary team assists both U.S. sellers and non-U.S. investors determine when a CFIUS notification is needed. When the decision is made to submit a notification, we partner with clients to identify issues that may have CFIUS implications, and address them as early as possible, to ensure a smooth, successful review process. With extensive experience handling international trade issues, government contract questions, antitrust law and general corporate matters, our team focuses on fully understanding each client’s business in order to become a trusted, strategic partner in finalizing transactions. Clients rely on our experience navigating hot-button CFIUS issues, such as:
- Determining when a mandatory declaration is necessary – or strategically warranted.
- Working with healthcare sellers who handle and maintain personal information.
- Managing contracts with sensitive government customers.
- Sellers who are sole-source providers to the U.S. armed forces.
- Offshore drilling assets or pipelines.
- Critical technology or vital technical data transfers.
- Government-owned or –controlled investors.
- Obtaining accurate and complete personal identifier information.
- Real estate investments near U.S. government facilities.
Non-U.S. buyers are facing increasing scrutiny – according to recent CFIUS annual reports, close to half of all matters notified to CFIUS were sent to a 45-day investigation in addition to the standard 30-day review. The extended duration for reviews and investigations established under FIRRMA only amplifies the challenges to getting a deal done. Through effective communication with our clients and with counsel on the other side of the transaction, and with CFIUS itself, we have developed tactics to prevent these extended investigations. But we also have experience managing longer CFIUS reviews and keeping deals alive. In certain cases, this may mean assisting with developing and implementing mitigation measures; in other instances, it may be necessary to craft a public relations strategy.
The U.S. government continues to vigorously enforce export laws and regulations. Large penalties are common – including penalties that limit companies’ abilities to transact in the U.S. market. More U.S. government personnel within more U.S. government agencies are taking an active role in export enforcement. U.S. officials are increasingly cooperating with their non-U.S. counterparts.
Our attorneys understand the pressures that exporters are under. The profits of many government contractors are being squeezed by their biggest customer, the U.S. government. Manufacturing companies are facing increased competition from China, India, Taiwan, Vietnam, and elsewhere. Non-U.S. technology engineers are eager to work with U.S. companies and share U.S. technical data.
Our international trade team can help. Sometimes it is as simple as assisting in the preparation of a license application or an ITAR registration. Other times, we will help a client conduct an EAR and ITAR audit and develop recommendations for compliance enhancements. We routinely partner with clients to prepare and deliver training – whether high-level training for executives or nuts and bolts education for personnel regularly involved in export activity. And we represent clients in front of the government: for one large defense contractor, we conducted multiple investigations and provided support on numerous voluntary disclosures.
Perhaps no area of international business compliance has received more attention in the recent past than anti-corruption.
From defense contractors seeking export sales in the Middle East, to manufacturers seeking to import and sell products into Asia and Latin America, to energy companies sending equipment and personnel to West Africa and other parts of the oil patch, to medical device companies seeking to do business with state-owned hospitals and state-employed doctors in Europe, companies must protect against the corruption that often occurs when goods, services or people move across international borders.
It is therefore essential that companies and individuals understand the U.S. Foreign Corrupt Practices Act (FCPA), and particularly the aggressive manner in which the U.S. government is interpreting and enforcing the law: seemingly simple terms – such as “payment,” “foreign official” and “instrumentality” – are being defined much more broadly than their common usage would suggest.
Our trade team works closely with clients to tailor solutions to their most challenging corruption compliance issues. Visit our FCPA Practice page to learn more about the team and our experience providing advice on and conducting investigations of anti-corruption compliance matters.
Just-in-time supply chains rely on goods being imported as quickly and accurately as possible. A misclassification or an underpayment of duties can cause delays, and delays cost money. Even a late filing can lead to penalties. We help our clients handle both the routine import issues that they face, such as communicating with Customs about liquidated damages claims and making petitions and other filings, and on more significant issues such as prior disclosures. We also help steer clients through internal customs reviews and investigations, including matters involving fraud charges. And we collaborate with clients on making country of origin determinations, often working with our colleagues in our Government Contracts Practice to make such determinations for purposes of Buy American Act (BAA) and Trade Agreements Act (TAA) eligibility. We particularly relish the chance to partner with clients on developing manufacturing processes to manage tariffs, country of origin determinations, and other import strategies.
U.S. anti-boycott law is extremely fact-specific. Language in an RFP or Power of Attorney that is permissible under the Commerce Department regulations may be penalized under the Treasury regulations. It is essential to review potentially problematic language carefully and consult the exhaustive guidance that both Commerce and Treasury have issued. We regularly advise clients – including in the defense, energy, engineering, financial services, and manufacturing industries – on whether specific language triggers the anti-boycott provisions, and whether reporting is required. And we have assisted, when it was necessary, to voluntarily disclose anti-boycott provisions not reported to the government in a timely manner.
No area of international trade changes more rapidly than U.S. economic sanctions. In recent years, hot topics have included Cuba, Iran, Russia and Venezuela, as well as designations of prohibited parties in many other countries because of those parties’ involvement in human rights abuses, cyber crime, trade with sanctioned countries, weapons proliferation, and other actions that threaten U.S. national security. Our trade team knows that changing U.S. foreign policy results in a changing compliance landscape.
A host of industries is directly and significantly impacted. For instance, the financial services sector, as it attempts to process millions of cross-border transactions every day, is uniquely affected by U.S. sanctions. Aviation companies, both in the defense and commercial sector, must keep close track of their compliance obligations. Energy companies, with disparate operations around the world, must ensure they understand what they can do – and what they can’t do.
Tactical issues abound as well. For example, we have helped clients consider whether loosening U.S. restrictions on Cuba and Sudan present opportunities, and how to manage the challenges of doing business in Russia. And we have helped non-U.S. companies understand just how far U.S. sanctions jurisdiction extends over those companies’ operations. Our international trade team assists clients with these types of matters as well as the many routine – and less routine – sanctions compliance issues that arise in the context of international business.
Experience
-
We advised a global services provider on trade compliance issues involving economic sanctions, export controls, the Foreign Corrupt Practices Act...
-
We represented a high-tech equipment manufacturer in conducting a complex internal investigation and making related disclosures to multiple U.S. federal...
-
We guided a U.S. private equity firm through its acquisition of a defense contractor with significant international operations. We led...
-
We counseled a U.S. government contractor client through a successful Committee on Foreign Investment in the United States (CFIUS) review...
-
We are regularly called upon to advise a growing oilfield services company to understand and comply with their obligations under...
-
In October 2023, Bass, Berry & Sims represented AQuity Solutions, in its sale to IKS Health - a technology-backed care...
-
Bass, Berry & Sims advised Kanders & Company, Inc., a U.S.-based single-family office owned and controlled by Warren B. Kanders,...
-
For one of the world’s best-known manufacturers, we provide regular guidance on understanding and complying with U.S. sanctions on Venezuela....
-
For the European operations of one of the world’s largest telecom companies, we provided specific guidance on what the client...
-
We conducted compliance due diligence for a high-profile U.S. private equity company in connection with the client’s acquisition of an...
-
We advised a U.S. manufacturer on its trade compliance risk and on recommended enhancements for strengthening the company’s compliance policies...
-
We supported a well-known multinational company to understand its obligations under United States country of origin rules.
-
We counseled a global engineering firm on pursuing business in Cuba following steps to ease the U.S. embargo on the...
-
We developed a comprehensive sanctions and export compliance policy and procedures for a multinational manufacturing firm.
-
We supported a global defense contractor in export and sanctions compliance challenges related to transactions with Russia.
Experience
-
We advised a global services provider on trade compliance issues involving economic sanctions, export controls, the Foreign Corrupt Practices Act...
-
We represented a high-tech equipment manufacturer in conducting a complex internal investigation and making related disclosures to multiple U.S. federal...
-
We guided a U.S. private equity firm through its acquisition of a defense contractor with significant international operations. We led...
-
We counseled a U.S. government contractor client through a successful Committee on Foreign Investment in the United States (CFIUS) review...
-
We are regularly called upon to advise a growing oilfield services company to understand and comply with their obligations under...
-
In October 2023, Bass, Berry & Sims represented AQuity Solutions, in its sale to IKS Health - a technology-backed care...
-
Bass, Berry & Sims advised Kanders & Company, Inc., a U.S.-based single-family office owned and controlled by Warren B. Kanders,...
-
For one of the world’s best-known manufacturers, we provide regular guidance on understanding and complying with U.S. sanctions on Venezuela....
-
For the European operations of one of the world’s largest telecom companies, we provided specific guidance on what the client...
-
We conducted compliance due diligence for a high-profile U.S. private equity company in connection with the client’s acquisition of an...
-
We advised a U.S. manufacturer on its trade compliance risk and on recommended enhancements for strengthening the company’s compliance policies...
-
We supported a well-known multinational company to understand its obligations under United States country of origin rules.
-
We counseled a global engineering firm on pursuing business in Cuba following steps to ease the U.S. embargo on the...
-
We developed a comprehensive sanctions and export compliance policy and procedures for a multinational manufacturing firm.
-
We supported a global defense contractor in export and sanctions compliance challenges related to transactions with Russia.
Professionals
| Name | Phone | |
|---|---|---|
|
Faith Dibble International Trade Attorney |
(202) 827-2965 | faith.dibble@bassberry.com |
|
Thaddeus R. McBride Member |
+1 (202) 827-2959 | tmcbride@bassberry.com |
|
Sylvia Yi Counsel |
(202) 827-2993 | Sylvia.Yi@bassberry.com |
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"Bass, Berry & Sims PLC represents a range of clients in export controls and economic sanctions matters. The team is experienced in handling EAR, OFAC and ITAR issues." Client feedback: "The team are extremely client-oriented and respectful of deadlines." "Bass Berry's service is excellent. They are technically sound, pragmatic and prompt." "The firm is very responsive and has a good understanding of the desired outcomes."
From Chambers USA 2024
