International Trade and Economic Sanctions

Defense contractors and companies that manufacture or export defense items are subject to heightened U.S. regulatory control due to the national security concerns implicated. For this reason, we routinely assist clients in navigating the unique challenges faced by the defense industry, with a focus on export controls, government contracts, and national security issues. We have represented defense contractors, manufacturers, exporters, importers, and brokers in compliance matters before various regulatory agencies, including the Directorate of Defense Trade Controls (DDTC); the U.S. Bureau of Industry and Security (BIS); OFAC; and the Bureau of Alcohol, Tobacco, Firearms, and Explosives (BATFE). In addition, we advise on international agency and distribution agreements, defense-related mergers and acquisitions, foreign military sales, and defense contracts.

The U.S. antiboycott laws were enacted to prevent U.S. firms from participating in foreign boycotts that the United States does not support. Under the implementing regulations, U.S. persons and U.S. taxpayers are required to report requests to comply with, further, or support an unsanctioned foreign boycott to the U.S. Department of Commerce and the U.S. Department of the Treasury. We can assist with identifying specific boycott requests, training personnel to comply with the regulations, and reporting to the appropriate authorities.

We routinely advise our clients on all aspects of the anticorruption laws, the FCPA, and the UK Bribery Act (UKBA). We conduct on-site and remote compliance training; perform risk assessments; analyze specific business transactions and communications for potential violations; perform due diligence on third parties, joint ventures, and acquisition targets; and draft voluntary disclosures, where needed.

Our attorneys advise on the anti-money laundering (AML) rules and regulations, particularly on issues involving the U.S. Bank Secrecy Act, the USA Patriot Act, and the Financial Crimes Enforcement Network (FinCEN) regulations. We are particularly well versed in counseling financial institutions on the applicability of and compliance with AML laws and regulations. We assist our clients with reviewing, drafting, and implementing AML compliance policies and protocols, and we provide training to employees at all levels. Because every company is different, we tailor these programs for clients' specific business needs.

We also have experience with respect to financial institutions' trade-based money laundering matters and their link to multiple OFAC embargo and country sanctions regulations, as well as all aspects of sanctioned persons screening, including Specially Designated Nationals (SDNs) and blocked parties.

We frequently assist our clients with filings of all registrations, reports, and other related documentation with the relevant U.S. government agencies as required by such agencies or pursuant to the applicable AML regimes. We also assist with the maintenance of all records and the establishment and maintenance of AML compliance programs, and we provide ongoing training to relevant employees regarding applicable AML regimes. When needed, we provide periodic testing of the AML procedures program by an independent party through an audit.

U.S. Customs and Border Protection (CBP) is responsible for regulating the import of goods and services into the United States, regulating the export of goods and services out of the United States, and enforcing the agency's own import and export regulations as well as those of other U.S. government agencies. Foreign customs agencies have similar responsibilities. We represent and assist importers and exporters in achieving and maintaining full compliance with all relevant customs laws and regulations in the United States and globally.

We review clients' import records to develop a fundamental understanding of their current import procedures, analyzing this information to ensure that procedures are in compliance with all relevant U.S. import laws and regulations. We ensure that clients' import transactions are appropriately classified and valued, summarize any compliance problems that we have detected, and recommend corrective actions—including the preparation and submission of prior disclosures as appropriate. We represent and navigate clients through the focused assessment, detention, seizure, and redelivery/destruction processes. We also provide suggestions on how clients can save on costs, obtain more time to pay for import purchases, and enhance risk management.

We also help our clients deal with the import/export requirements of a host of other federal agencies, including the Federal Trade Commission, the Food and Drug Administration, the Consumer Products Safety Commission, the U.S. Department of Commerce, the U.S. Department of Agriculture, the Environmental Protection Agency, BATFE, the U.S. Department of State, and OFAC. In addition to serving importers and exporters, we also represent customs house brokers, freight forwarders, non-vessel operating common carriers (NVOCCs), air carriers, and ocean carriers.

Our customs services include the following:

• Performing internal compliance audits
• Drafting compliance policies and manuals
• Conducting compliance training for personnel
• Advising on tariff classification and valuation of imported merchandise
• Advising on country-of-origin marking
• Preparing for focused assessments
• Drafting requests for ruling letters from CBP
• Determining eligibility for and compliance with free trade agreements (FTAs) and other preferential duty programs
• Mitigating any penalties or fines

View a list of the customs law and import services we provide >>

Morgan Lewis attorneys are well versed in the procedures of the Committee on Foreign Investment in the United States (CFIUS). We advise both U.S. sellers and non-U.S. buyers on whether their investments and acquisitions could be subject to CFIUS requirements and assist in filings with CFIUS. Drawing from our experience, gained while serving in government and in private practice, we also advise our clients as to whether the process should be considered and pursued.

We also have experience in dealing with CFIUS and related U.S. government agencies in resolving potential foreign ownership, influence, and control (FOCI) issues that must be resolved as a condition to clearance of the proposed transaction when classified contracts or facility clearance are an issue under Department of Defense contracts.

We also help clients analyze whether their transactions could result in foreign "control" of a U.S. company that may threaten to impair U.S. national security due to issues relating to "critical infrastructure" and/or "critical technology," as defined by CFIUS. We advise on how to navigate this process to achieve the best results in an efficient and cost-effective manner.

We regularly advise U.S. and non-U.S. financial institutions on the worldwide application and jurisdiction of U.S. unilateral and multilateral OFAC sanctions programs. These sanctions programs are based on IEEPA, TWEA, and other various acts of Congress, such as the comprehensive Iran sanctions, the Accountability and Divestment Act, and the National Defense Authorizations Acts. Our team is particularly sensitive to the ever-expanding U.S. sanctions against U.S. and non-U.S. financial institutions in dealings involving Iran.

We assist our clients with drafting and revising their OFAC compliance procedures; conducting compliance training; obtaining specific transactional licenses; determining the applicability of OFAC's diverse general licenses (exemptions) to a given fact situation; preparing voluntary disclosure submissions for OFAC violations; and dealing with OFAC requests for information, administrative subpoenas, and enforcement actions. Areas where we have performed U.S. trade restrictions work include Iran, Cuba, the Western Balkans, Syria, Lebanon, and Belarus.

The U.S. government controls exports of sensitive commodities, technology, and software in order to promote national security and foreign policy objectives. The international trade lawyers at Morgan Lewis can assist U.S. or foreign companies with issues that arise under the various U.S. export control laws and regulations.

We develop comprehensive export programs for our clients, documented in a compliance manual that considers all relevant export regulations, including the Export Administration Regulations (EAR), ITAR, and OFAC sanctions programs. We assist our clients in navigating all stages of export procedures, from determining initial export control jurisdiction and applying for export licenses from BIS, DDTC, or other government agencies to assisting with export record retention.

We also manage internal investigations, perform compliance training on-site or remotely, prepare voluntary disclosures, and conduct due diligence export compliance reviews for new acquisitions.

Working with U.S. and international clients, we perform preacquisition due diligence reviews to ensure compliance with all relevant U.S. and foreign export and import control laws and regulations. We conduct pre- and post-closing due diligence export and import compliance reviews and complete audits for new mergers, acquisitions, and divestitures. Where warranted, we also prepare and submit required legal notifications regarding change in ownership or foreign ownership, voluntary disclosures, voluntary self-disclosures, prior disclosures, and other notifications and disclosures to relevant government departments and agencies. We work closely with the U.S. Department of State's Directorate of Defense Trade Controls, the U.S. Department of Commerce's Bureau of Industry and Security, and the U.S. Department of the Treasury's Office of Foreign Assets Control to ensure all licenses, agreements, general correspondences, and other government authorizations are timely novated to avoid business interruption.

A key component to any international business transaction is a thorough assessment of the most efficient, cost-effective, and secure manner in which to move goods through the stream of commerce. Through the use of alternative carriers and transportation mechanisms, shippers can develop specific strategies to minimize the cost of moving products to foreign marketplaces and to reduce their liabilities to the extent possible.

In assessing the available alternative carriers and transportation mechanisms, shippers must deal with international transportation law. This law is an amalgam of private contractual arrangements, national laws, and international treaties, such as the Carriage of Goods by Sea Act (COGSA) and the Warsaw Convention. We represent shippers, customs brokers, freight forwarders, NVOCCs, air carriers, ocean carriers, and warehouse operators in such matters and provide the following services:

• Air waybill drafting or review
• Arbitration of international disputes
• Bill of lading drafting or review
• COGSA counseling
• Federal Maritime Commission (FMC) counseling, problem resolution, or registration
• Hazardous material (HAZMAT) planning
• Incoterms counseling
• International Air Transportation Association (IATA) counseling
• Jones Act issue counseling
• Liability assessment and counseling
• NVOCC compliance assessments and program development
• Ocean Shipping Reform Act (OSRA) counseling
• Ocean Transport Intermediary (OTI) counseling
• Powers of attorney
• Shipping Act of 1984 counseling
• Shipper complaint preparation or resolution
• Terms and conditions
• Transportation claim preparation or assessment
• Transportation dispute resolution
• Warsaw Convention counseling