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Inside the U.S. Black Box: CFIUS National Security Reviews of Foreign Acquisitions 2014

Speaker(s): Anne W. Salladin, Miriam A. Bishop, Russell L. Smith
Recorded on: Jun. 18, 2014
PLI Program #: 57022

Anne Salladin assists foreign and domestic clients in various industries in connection with matters involving national security and cross-border transactions, in particular before the Committee on Foreign Investment in the United States (CFIUS).

Anne dedicated nearly 20 years of service to the Office of the Assistant General Counsel for International Affairs of the Treasury Department, which provides legal advice to the Secretary of the Treasury as Chairperson of CFIUS. As senior counsel, she was responsible for providing legal advice on CFIUS matters, working closely with other CFIUS agencies, played a role in developing laws and regulations related to CFIUS, and participated in the review and investigation of well over 500 transactions filed with CFIUS, including many major Chinese acquisitions.

In addition to her foreign investment work, Anne worked on government-to-government arrangements tied to the Mexican and Asian financial crises and worked extensively on matters relating to sovereign wealth funds. She also has significant experience in sovereign debt restructuring involving Argentina, Greece, and other countries. Anne was part of the G-10 working group focused on sovereign debt documentation designed to facilitate orderly resolution of sovereign debt crises.

In recognition of her significant contributions during her Treasury career, in particular her work on national security issues, Anne received the Secretary's Meritorious Service Award. The award citation notes that she was "indispensable in helping CFIUS to protect U.S. security in dozens of complex transactions" and is "widely acknowledged as an expert on sovereign debt, and a key player in the U.S. efforts to secure global economic stability through the design of sovereign debt restructuring regimes."

Russell L. Smith
Special Counsel

Russell L. Smith is special counsel to the Government Relations Department of Willkie Farr & Gallagher LLP in Washington, D.C. Mr. Smith specializes in a wide variety of federal relations areas, including legislative matters, congressional investigations, and Executive Branch and independent agency proceedings involving foreign direct investment in the United States, international trade laws and policy, trade embargoes, environmental law, consumer products, financial services, foreign boycotts, nuclear power, defense contracting, federal and state campaign finance law, and federal lobbying and gift rules.

Mr. Smith has represented clients in administrative proceedings before the Treasury, Commerce, Energy, and Health and Human Services Departments, the Federal Trade Commission, and the inter-agency Committee on Foreign Investment in the United States ("CFIUS"). His clients have included major manufacturing and services corporations, multinational businesses, financial services, pharmaceutical, insurance, and automobile manufacturing companies, trade associations, and prominent individuals.

Mr. Smith has worked with the Litigation Department to review issues and prepare witnesses in connection with Congressional investigations of Enron, tax shelters, and energy issues. He has also recently worked on drafting new legislation on terrorism insurance, bioterrorism, agriculture policy, hazardous materials, and oversight of foreign direct investment.

Mr. Smith works actively on issues relating to anti-money laundering policy, and advises multiple clients on compliance and disclosure issues involving U.S. trade embargoes. He assists companies and trade associations in forming political action committees (PACs) and in complying with the federal election campaign laws. He also advises Japanese auto manufacturers and the Government of Japan on negotiations
on auto trade issues, and works with other foreign governments and businesses regarding trade negotiations, legislation, and policy.

Chambers USA (2013) ranks Mr. Smith among the leading individuals practicing in the area of Government Relations in the United States.

Selected Professional and Business Activities

Mr. Smith has served as an Adjunct Professor in the Georgetown University Masters Program in Public Policy, where he has taught a course in Politics and International Trade Policy. He is a past president and Life Member of the Board of Directors of Adas Israel Congregation in Washington, D.C., and co-chairs the Max Kampelman Legal Forum of the Jewish National Fund.

Prior Experience

From 1984 to 1988, Mr. Smith was Counsel to the Republican Members of the Committee on Energy and Commerce of the United States House of Representatives. His primary responsibilities included advising the Republican Members on legislation and investigations involving international trade, securities law, defense contracting and auditing of federal contractors, pharmaceutical manufacturing, importing and sales, and various energy issues. He also played a primary staff role in the drafting and consideration of legislation authorizing and establishing the conditions for the 1986 public offering of the stock of Conrail, and the Omnibus Trade Act of 1988.

From 1982 to 1984, Mr. Smith was Special Advisor and Director of the Office of Automotive Industry Affairs at the International Trade Administration of the Department of Commerce, where he coordinated and actively participated in Administration activities on legislation and regulations affecting the automobile industry. He handled key issues including voluntary export restraints by the Government of Japan, domestic content legislation and fuel economy and safety regulation.

From 1976 to 1982, Mr. Smith was Federal Liaison and subsequently Washington Counsel for Conrail, where he was responsible for legal and legislative issues involving divestiture of rail lines, disputes with other regional railroads, tax benefits and claims by Penn Central employees against Conrail.

From 1972 to 1976, Mr. Smith was an Attorney Advisor with the Office of the General Counsel of the Treasury Department. During that time, he handled matters involving antidumping and countervailing duty cases, the 1972-73 wage and price control program, the Lockheed loan guarantee program and the Penn Central Railroad bankruptcy and subsequent creation of Conrail.

Selected Significant Matters

  • Representing the Japan Automobile Manufacturers Association regarding Japan’s participation in the Trans-Pacific Partnership (TPP) trade agreement negotiations
  • Representing Bloomberg L.P. regarding market access in Korea and China
  • Advising multiple clients regarding state and local lobbying registration/disclosure and "pay-to-play" laws
  • Advising Meat & Livestock Australia on U.S. Congress consideration of 2013 Farm Bill
  • Representing PAI Partners in U.S. government CFIUS national security review of the acquisition of ADB, the world’s leading airfield lighting technology company, from Montagu Private Equity

Practice Focus

Communications, Media & Privacy

  • Communications & Media
  • Data Privacy & Security

Government Relations

  • Compliance and Enforcement


  • 1972, University of Georgia School of Law, J.D.
  • 1968, Vanderbilt University, B.A.

Bar Admissions

District of Columbia, 1973


  • United States Supreme Court, 1977
  • United States Court of Appeals, D.C. Circuit, 1978

Miriam A. Bishop
Special Counsel

Miriam A. Bishop is special counsel in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in Washington. Ms. Bishop provides advice and assistance regarding various international trade laws, including antiboycott, customs, export controls, trade sanctions, and trade remedies.

Ms. Bishop provides advice with respect to U.S. antiboycott laws and assistance in preparing antiboycott reports. She has been the principal antiboycott counsel for several clients with operations in the Middle East.

With respect to U.S. customs laws, Ms. Bishop represents clients in pre-audit reviews, internal audits, and Focused Assessments conducted by U.S. Customs and Border Protection. She also evaluates the dutiability of royalties and other payments to foreign suppliers; determines country-of-origin marking requirements and the tariff classification of imported merchandise; handles prior disclosures, duty tenders, and protests; and assists companies in developing compliance programs. Additionally, Ms. Bishop assists companies in qualifying their goods under free trade agreements and the Generalize System of Preferences (GSP) and dealing with issues related to GSP, Foreign Trade Zones, and duty drawback. Ms. Bishop also litigates contested customs issues at the U.S. Court of International Trade.

With respect to U.S. export controls, Ms. Bishop provides advice and assistance with respect to the Export Administration Regulations (EAR) administered by the Commerce Department, the International Traffic in Arms Regulations (ITAR) administered by the State Department, and Foreign Trade Regulations administered by Commerce and the Bureau of Census and handles questions that arise under the NISPOM involving the proper handling of classified information and the mitigation of foreign ownership, control, and influence (FOCI). She assists clients in determining the licensing requirements and controls applicable to products, technology, and software and assessing the availability of license exceptions. She also files classification requests and license applications. In addition, Ms. Bishop supervises internal investigations and prepares voluntary self-disclosures where appropriate and represents clients in investigations by agency enforcement personnel and the Department of Justice.

Ms. Bishop also has broad experience with U.S. trade sanctions issues and has worked with the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) on licensing issues. She advises major insurance and re-insurance companies, insurance brokers, investment funds, and multinational corporations with respect to potential U.S. trade sanctions issues raised by proposed transactions; routinely obtains licenses for the sale of agricultural goods and medical devices and other transactions; conducts due diligence for proposed transactions and assesses OFAC risk; and reviews and revises proposed OFAC representations, warranties, and other provisions in various types of agreements. In addition, Ms. Bishop assists clients in preparing voluntary disclosures, responding to subpoenas, and in OFAC investigations, audits, and compliance reviews.

Ms. Bishop has been involved in a number of trade remedy proceedings, including antidumping, countervailing duty, and Section 201 (Safeguard) investigations, as well as sunset reviews, scope inquiries, and anti-circumvention proceedings.

Ms. Bishop has experience with companies in a wide range of industries, including auto parts, chemicals, consumer electronics, hand tools, insurance and re-insurance, industrial equipment, motor vehicles, and steel.

Selected Professional and Business Activities

Ms. Bishop is a member of the Virginia, District of Columbia, and American Bar Associations.

Prior Experience

Prior to joining Willkie, Ms. Bishop was an associate in the Washington, D.C. office of Squire, Sanders & Dempsey. Prior to law school, she was an International Trade Analyst and Commodity Industry Analyst with the U.S. International Trade Commission and a Product Development Chemist for Cargill, Inc.

Practice Focus

Corporate and Financial Services


1987, Georgetown University Law Center, J.D.
1978, University of Iowa, B.A.

Bar Admissions

District of Columbia, 1989
Virginia, 1987


United States Court of International Trade, 1989