Practice Areas
CFIUS Advisory
Strategic expertise for global transactions. Senior-led, independent national security advice for international investors, U.S. targets, and counterparties to transactions that may face CFIUS review.
The Thesis
Transactions that touch U.S. national security demand precision, not one-size-fits-all strategies. The firm provides independent CFIUS counsel from deal inception through closing and long after.
Not every foreign investment requires a CFIUS filing or mitigation. CFIUS and industrial-security FOCI requirements are distinct and should be assessed separately according to the transaction, ownership structure, and intended operations.
The practice is led by Daniel (DJ) Rosenthal, who oversaw national security reviews of foreign investment, including CFIUS, at the Department of Justice National Security Division and later founded and co-chaired Kroll's CFIUS Advisory practice. Client engagements are handled directly by 77 Meridian's principals and senior professionals, bringing firsthand government, legal, executive, and operational experience to each matter.
Transactions and Industries That May Attract Scrutiny
CFIUS considerations extend beyond traditional defense transactions. Foreign investment involving advanced and dual-use technologies, energy, telecommunications, data centers, critical infrastructure, sensitive personal information, critical minerals, agriculture, and strategic supply chains may attract heightened national security scrutiny.
Certain real estate transactions near designated military installations, airports, and maritime ports may also fall within CFIUS jurisdiction.
Service Offerings
Four ways the firm supports a CFIUS matter
Transaction analysis and advisory
Independent evaluation of the U.S. target's perceived vulnerabilities, the deal structure, the foreign buyer's risk profile, and the likely national security consequences. Each assessment provides a recommended regulatory strategy and practical next steps, including an evaluation of whether a CFIUS filing is required or advisable and potential mitigation measures where appropriate.
Independent third-party auditor or monitor
Eligible to serve under CFIUS mitigation, CFIUS-approved when required. The firm audits and oversees corporate compliance with mitigation measures and national security agreements.
Independent legal counsel
Distinct CFIUS representation for related entities and counterparties, working closely with primary CFIUS counsel. Transactional and strategic counsel from deal inception through closing.
National security governance
Eligible to serve as a board member or national security official. The firm evaluates compliance, helps remedy deficiencies, and prepares and presents compliance reports to CFIUS.
Monitoring and governance engagements are undertaken independently of transaction representation, subject to conflict checks and, where required, CFIUS approval.
The CFIUS Process
Potential Stages of CFIUS Engagement
Not every matter proceeds through every stage; filing, mitigation, independent monitoring, and ongoing compliance apply only where warranted or required.
Exploration and due diligence
Strategic deal analysis and diligence to surface national security concerns and beneficial ownership, paired with geopolitical risk assessment grounded in current U.S. priorities.
Planning and structuring
Structuring guidance to minimize regulatory risk, CFIUS engagement and mitigation strategy, and a clear view of compliance costs for deal planning.
Filing and mitigation negotiation
Coordinated response to government inquiries and mitigation proposals, with experienced guidance through time-sensitive regulatory deliberations.
Implementation and integration
Tailored security measures and governance structures, technology control protocols, and secure information barriers.
Ongoing monitoring and compliance
Independent third-party monitoring, auditing, and compliance reporting, with security programs tuned to balance compliance and operational efficiency.
Representative Experience
Selected matters
Due diligence and CFIUS assessment
Through CFIUS counsel, evaluated several potential foreign bidders for a U.S. manufacturing company, including discreet diligence on key principals, an independent analysis of likely CFIUS concerns, and potential mitigation measures.
Third-party deal evaluation
Assessed the likelihood of CFIUS clearance for pending transactions on behalf of independent interested third parties.
Ongoing strategic advice
Advised a foreign acquirer and its outside counsel after CFIUS raised concerns about a planned U.S. acquisition, including government engagement strategy and options to restructure the deal.
Third-party compliance auditor
Served as an independent third party, CFIUS-approved when required, assessing and reporting directly to CFIUS on a company's compliance with a CFIUS order.
Counsel to national security experts in CFIUS litigation
Authored an amicus brief for national security experts in the U.S. Steel and Nippon Steel challenge to CFIUS before the D.C. Circuit, defending CFIUS's role and warning against politicizing its decisions.
Specialized Expertise
Depth across the team
The firm integrates legal counsel, national security advisory, and, where appropriate, specialist outside counsel.
Due diligence and investigations
A former chairman of a global corporate risk firm, alongside specialists with human assets across Asia, MENA, and Europe, for sensitive investigations in complex international transactions.
Cyber risk assessments and security
A former FBI Supervisory Special Agent, former Fortune 100 CISOs, TS/SCI cleared professionals, and veterans who designed CFIUS mitigation programs, from risk assessment through security architecture.
Strategic and crisis communications
A former Senior Advisor to two Treasury Secretaries and New York Times business reporter, plus litigation-savvy professionals experienced in high-stakes messaging.
Why 77 Meridian
The 77 Meridian difference
Truly independent, discreet, bespoke
Unbiased counsel free of organizational influence, rigorous protection of privileged and confidential data, and an approach tailored to each matter.
Senior-led, direct engagement
Senior policy and operational experience in and out of government, with direct senior-level involvement throughout every engagement.
Nimble boutique efficiency
A lean structure built for rapid action, with resources directed toward client solutions rather than organizational overhead.
Go Deeper
The full brochure walks through the five-lens transaction evaluation, each stage of the CFIUS process, representative case studies, and team credentials.
Get in Touch
Discuss your matter with a principal.
Initial conversations are confidential and carry no obligation.