Carl Valenstein focuses his practice on domestic and international corporate and securities matters, mergers and acquisitions, project development, and transactional finance. He counsels extensively in the life science, telecom/electronics, and maritime industries, and he has worked broadly in Latin America, the Caribbean, Europe, Africa, Asia and the Middle East.
Carl advises clients on international risk management, including compliance with the foreign investment review process (Exon-Florio/CFIUS), export control and sanctions, anti-money laundering, anti-boycott, and anticorruption (FCPA) laws and regulations. He also advises on internal investigations, enforcement cases, and dispute resolution proceedings relating to his transactional and regulatory practice.
Prior to joining Morgan Lewis, Carl was a partner in the corporate practice of another international law firm, where he was also co-managing partner of the firm’s Washington, DC, office, as well as co-chair of the firm’s life sciences practice. Fluent in Spanish and Portuguese, Carl is also conversant in French and Italian. Additionally, he is an adjunct professor at the University of Michigan Law School International Transactions Clinic, focusing on impact investing.
Note: This list includes engagements completed prior to joining Morgan Lewis.
Represented ClearPath Development in its strategic partnership with Astellas Pharma Inc. to form a portfolio of development companies focused on vaccines targeting infectious diseases
Represented Emergent BioSolutions Inc. in acquisition of Trubion Pharmaceuticals, Inc. for $135 million in cash, securities and contingent value rights
Represented Emergent BioSolutions Inc. in potential acquisition of private flu vaccine development stage company and settlement of dispute over broken transaction
Represented Emergent BioSolutions Inc. in acquisition from competitor of product development rights
Represented Emergent BioSolutions Inc. in $450 million purchase of biodefense vaccine by U.S. government
Represented Emergent BioSolutions Inc. in proposed joint ventures with academic institutions and Chinese and Malaysian biopharmaceutical companies
Represented BioSpecifics Technologies Corp. in periodic reporting and in a series of PIPE transactions
Represented BioSpecifics Technologies Corp. in negotiation of license and development agreement with Auxilium Pharmaceuticals, Inc.
Represented BioSpecifics Technologies Corp. in sale of topical collagenase product line, including sale of FDA-licensed Netherlands Antilles subsidiary
Represented RRD International, LLC. in a series of Symphony investor-funded purchases of product development rights
Represented privately held biopharmaceutical company in proposed monetization of royalty stream
Represented Kemira Oyj in acquisition of assets from 3F Chimica Americas, Inc.
Represented Millicom International in $510 million acquisition of Central American cable companies
Represented Millicom International in acquisition of Honduran wireless telecom company plus expansion of licensing rights
Represented Silversea Cruises Ltd., a Bahamian-flag luxury cruise line, in €195 million financing of the delivery of a new cruise vessel together with shareholder loans and support agreements
Represented Silversea Cruises Ltd. in restructuring of credit facilities and access to revolving credit line
Represented Silversea Cruises Ltd. on sale and leaseback of several vessels
Represented U.S. equity investor in private placement in Brazilian company
Represented Elcoteq in acquisition from Phillips of Mexican maquiladora and negotiation of supply agreement
Represented Silversea Cruises Ltd. in acquisition of Ecuadorian cruise line Canodros S.A.
Counseled public and private companies concerning their obligations related to possible FCPA violations
Conducted internal investigations for public and private companies concerning alleged FCPA export control and sanctions violations and helped design post-investigation compliance programs
Advised numerous U.S. and foreign public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues
Counseled U.S. and foreign clients on clearance of transactions with CFIUS under the Exon-Florio Amendment to The Defense Production Act
Represented clients in voluntary self-disclosure actions, civil administrative litigation and settlement of enforcement cases brought by U.S. Departments of Commerce, State and Treasury relating to alleged violations of export control, sanctions and antiboycott regulations
Represented on a pro-bono basis Habitat for Humanity International in the creation of the MicroBuild Fund
Represented on a pro-bono basis Movirtu Ltd in several projects in Sub-Saharan Africa to provide mobile telephony services over the “cloud.”
BioSpecifics Technologies Corp.
ClearPath Development LLC
ClearPath Vaccine Company LLC
Emergent BioSolutions Inc.
Habitat for Humanity International
RRD International LLC
Silversea Cruises Ltd.
University of Michigan Law School, 1983, Juris Doctor
Yale University, 1979, Bachelor of Arts
District of Columbia
Awards and Affiliations
Board Member, Finnish American Chamber of Commerce, Washington, D.C.
International and Business Law Sections, American Bar Association
International Bar Association
Maritime Law Association
Received Bingham’s John J. Curtin Public Service Award for his pro bono efforts, including representation of Habitat for Humanity International in a microfinance lending project (2013)