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. He is the co-chair of the International Section of the Boston Bar Association and co-chairs the firm’s Cuba Initiative. He is a frequent speaker at conferences on a variety of international compliance and transactional topics.
In addition to his transactional practice, 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. Fluent in Spanish and Portuguese, Carl is also conversant in French and Italian. 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.
He is the co-chair of the firm’s Impact Investment Initiative and is an adjunct professor at the University of Michigan and New York University Law Schools International Transactions Clinics, focusing on impact investing. He also serves on the Board of Advisors of the Michigan Social Venture Fund, the first student-led impact investment fund.
Carl is a member of the Morgan Lewis Committee on Foreign Investment in the United States (CFIUS) working group.
Represented a Netherlands affiliate of a Chilean family office in a minority investment in Andes Bio Global Inc.
Represented Reify Health in its first software-as-service (SaaS) agreement with Eli Lilly
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 US 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 principal stockholder in spinoff of Aptevo Pharmaceuticals Inc. from Emergent BioSolutions Inc.
Represented Kemira Oyj in acquisition of assets from 3F Chimica Americas, Inc.
Represented Roblon US Inc., the US subsidiary of Roblon A/S in Denmark, in its first US acquisition from NEPTCO Inc. and in a follow-on transaction with NEPTCO Inc. concerning the acquisition and licensing of machines and related technology
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, a luxury cruise line company, in its $1 billion investment by Royal Caribbean Cruises Ltd.
Represented Silversea Cruises, as special shipping counsel, in the closing of a high-yield secured debt of $550 million, which was privately placed
Represented Silversea Cruises Ltd., a Bahamian-flag luxury cruise line, in the financing of the delivery of two new cruise vessels
Represented Silversea Cruises Ltd. in restructuring and refinancing of credit facilities
Represented Silversea Cruises Ltd. on the sale and leaseback of several vessels
Represented NYK on the sale of Crystal Cruises
Represented US equity investor in private placement in Brazilian company
Represented European company in the acquisition of two maquiladoras in Mexico and related supply agreements
Represented Silversea Cruises Ltd. in acquisition of Ecuadorian cruise line Canodros S.A.
Represented a social entrepreneur in an exit transaction involving a Peruvian regulated microfinance institution and a portfolio company of an impact investment private equity firm in the acquisition of a loan portfolio in Mexico
Represented a US tower company on the international compliance due diligence in connection with the acquisition of a tower company in several Latin American jurisdictions
Represented Bank of America Merrill Lynch (BAML) as underwriter on a $250 million senior secured note offering issued by a Delaware statutory trust under Reg S and Rule 144A for the benefit of Energoatom, a state-owned nuclear energy company and the largest electricity producer in Ukraine. The notes benefitted from OPIC political risk insurance and a sovereign guaranty from the government of Ukraine, which resulted in the cost of borrowing being lower than available to the government of Ukraine.
Advised a global building materials company with regard to Venezuela and Russia sanctions compliance
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
Conducted M & A due diligence on international compliance matters for both buyers and sellers
Advised numerous US and foreign public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues
Advised clients on compliance issues in connection with Iranian, Cuban and Ukraine-related Russian sanctions
Counseled US 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 US Departments of Commerce, State and Treasury relating to alleged violations of export control, sanctions and antiboycott regulations
Represented on a pro-bono basis Jewish Vocational Service (JVS) on the third Pay for Success (PFS) contract in Massachusetts, the first PFS project in the US to focus exclusively on workforce development
Represented on a pro-bono basis Habitat for Humanity International in the creation of the MicroBuild Fund, which won an OPIC Access to Finance Award and the Financial Times Innovative Lawyers award for Social Responsibility in 2016
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
Notable Practitioner, IFLR1000 Financial and Corporate (2019, 2020)
Notable Practitioner, IFLR1000 United States (2018)
Recognized, International Trade and Finance Law, Washington, DC, The Best Lawyers in America (2018–2020)
Board Member and pro bono counsel, Boston International Arbitration Counsel
Co-Chair, International Section, Boston Bar Association
Member, International and Business Law Sections, American Bar Association
Member, International Bar Association
Member, Maritime Law Association
Received Financial Times Innovative Lawyer Award for Social Responsibility for his representation of Habitat for Humanity International on the MicroBuild project
Received the John J. Curtin Public Service Award for his pro bono efforts, including representation of Habitat for Humanity International on the MicroBuild project