Giovanna M. Cinelli is the leader of the international trade and national security practice. As a practitioner for more than 25 years, she counsels clients in the defense and high-technology sectors on a broad range of issues affecting national security and export controls, including complex export compliance matters, audits, cross-border due diligence, and export enforcement, both classified and unclassified.
She handles complex civil and criminal export-related investigations and advises on transactional due diligence for regulatory requirements involving government contracts, export policy, and compliance, as well as settlement of export enforcement actions before the US departments of State, Commerce, Treasury, and Defense, and related agencies. Giovanna has conducted dozens of export investigations and has negotiated six consent agreements before the Department of State. She advises clients on matters before the Committee of Foreign Investment in the United States (CFIUS), and addresses mitigation requirements that may apply as part of CFIUS clearances for cross-border transactions. Giovanna is a member of the Morgan Lewis CFIUS working group.
Additionally, Giovanna has developed and assisted clients with the implementation of business-related strategies with adherence to strict requirements addressing US government national security and critical infrastructure concerns, as well as Foreign Agents Registration Act (FARA) requirements.
Giovanna serves as an expert witness on export issues affecting litigations and arbitrations, both in the US and abroad, involving controlled goods, technologies, data, and services. Her testimony has addressed complex licensing and compliance issues related to the conduct of trials and arbitration proceedings both in the United States and globally, and she has been called to testify as an expert witness on matters affecting compliance with the International Traffic in Arms Regulations and the Export Administration Regulations. She has addressed the challenging issues associated with the extraterritorial application of US export laws and regulations within litigations and arbitrations, and has assisted clients when navigating the conflicting requirements these may laws create.
Giovanna regularly speaks and writes on international arms trade, technology transfer, national security cross-border requirements, and export issues. She has participated in panel discussions related to CFIUS and technology transfer hosted by the Center for Strategic and International Studies and the Council on Foreign Relations. She has appeared on CNN’s “Burden of Proof” and MSNBC’s “Hardball with Chris Matthews” as an expert in international technology transfer, arms exports, and related national security issues. As a member of the Defense Trade Advisory Group for nearly two decades, Giovanna engages regularly with the Department of State on matters affecting defense trade. She was a member of the Regulations and Procedures Technical Advisory Committee and is in her third term as a member of the Department of Commerce’s Virginia/DC District Export Council.
Concurrent with her private practice, Giovanna served as a Naval Reserve intelligence officer, where she specialized in Soviet-era submarine platforms, national security, and intelligence issues. She is fluent in French and Italian, and a violinist with the Washington Opera Society.
Conducted global internal investigations of alleged export and Foreign Corrupt Practices Act violations for a Fortune 50 defense company related to conduct in Europe, the United States, and Latin America.
Investigated and resolved global issues associated with foreign national, technical data, and hardware export violations for a Fortune 50 aerospace defense company.
Investigated, disclosed, and globally settled before three US government agencies systemic, ongoing International Traffic and Arms Regulations (ITAR) and Export Administration Regulations (EAR) technical data violations for a Fortune 50 aerospace company.
Conducted comprehensive civil and criminal export investigations related to US Department of State allegations of extensive ITAR violations for a Fortune 10 company.
Spearheaded complex administrative export investigations before multiple US government agencies and specific US Attorneys, whose offices expressed interest in potential criminal indictment.
Addressed complex foreign national, privacy, and European export issues for a Fortune 100 defense contractor.
Investigated, advised, and assisted a Fortune 50 rocket missile, propellant company in disclosing export violations to the US Attorney and the US Department of State.
Advised Discovery Air Ltd. on export, government contracts, and CFIUS issues in its acquisition of ATSI.
Advised Sumitomo Bakelite Co. Ltd. on CFIUS issues in the $265 million acquisition of Vaupell Holdings Inc., a global leader in highly engineered thermoplastic and composite products for the aerospace, defense, medical, and commercial markets, from Miami-based private equity fund H.I.G. Capital.
Conducted a comprehensive, corporate-wide export audit, under eight US export control regimes, for a Fortune 20 defense contractor.
Developed a comprehensive export/import corporate compliance plan and program required by civil settlements for export violations for a Fortune 50 commercial and defense-oriented company.
Advised Saka Energi Fasken LLC, a subsidiary of PT Saka Energi Indonesia, an Indonesian state-owned upstream oil and gas entity, on CFIUS issues in the $175 million acquisition of a 36 percent working interest in the Eagle Ford and Olmos shale formation rights to approximately 8,300 acres in Webb County, Texas.
Advised Wasserstein & Co. LP on CFIUS issues in its $340 million acquisition and related financing of Globecomm Systems Inc., a leading communications solutions provider.
Advised Exchange Income Corporation, a public Canadian company with operations in the industrial products and transportation sectors, on CFIUS issues in the acquisition of Regional One, Inc., a privately owned company providing aircraft and engine aftermarket parts to regional airline operators.
Advised Connell Limited Partnership on CFIUS issues in its $200 million sale of the US’s largest maker of die components, Dayton Progress Corporation, and its components business (AD Components Business) of The Anchor Danly Company, to MISUMI Group Inc.
Advised Tokyo Electron Limited, a leading manufacturer of semiconductor manufacturing equipment, on CFIUS issues in its $252.2 million acquisition of FSI International Inc., a leading provider of cleaning and surface preparation equipment.
Advised SAP AG on CFIUS issues in its $4.3 billion acquisition of Ariba Inc.
Audited more than 10 years of transactions under the US State and Commerce Departments' regimes for publicly traded laser manufacturer's acquisition of a complementary laser producer, resulting in a comprehensive disclosure to and close-out by the State Department.
Advised ABB on CFIUS issues in its acquisition of Tropos Networks Inc., a Silicon Valley-based company that develops and markets wireless technologies and products for distribution area communication networks.
Advised SAP AG on CFIUS issues in its acquisition of Syclo, a leading provider of enterprise mobile applications and technologies.
Advised SAP AG on CFIUS issues in its $3.4 billion acquisition of SuccessFactors, the market-leading provider of cloud-based human capital management solutions.
Counseled the US subsidiary of a $3 billion foreign concern on the application of and need for compliance with US export laws related to US/foreign-origin encryption technology proposed for various destinations inside and outside of the United States.
Developed and implemented the strategy for auditing foreign subsidiaries of a Fortune 50 defense contractor.
Negotiated multi-agency settlement and consent agreements related to alleged export violations by a Fortune 100 defense company.
Advised Alcatel-Lucent on CFIUS issues in its $1.5 billion sale of its Genesys business to Permira.
Advised SunPower Corporation on CFIUS issues in the completion of the $1.4 billion tender offer by Total for up to 60 percent of SunPower's outstanding Class A Common Shares and 60 percent of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.
Investigated global export activity of a US Fortune 10 company's foreign subsidiary and disclosed export violations to the US Department of Treasury.
Conducted a comprehensive, group-wide export audit under four export and US Customs and Border Protection regimes for a Fortune 50 dual-use product/technology company.
Harvard University John F Kennedy School of Government, 2013, EE certificate, National Security & International Security
Catholic University of America, Columbus School of Law, 1986, J.D.
The College of William and Mary, 1982, M.A., Industrial Relations
Loyola University, 1981, B.A.
District of Columbia
Judicial clerk to Judge Philip J. Nichols of the US Court of Appeals for Federal Circuit (1987 - 1988)
Judicial clerk to Judge Steffen W. Graae of the Superior Court of the District of Columbia (1986 - 1987)
Awards and Affiliations
Recognized, Export Compliance, Chambers Lawyers Research
Leader in Their Field, Export Controls and Sanctions, Chambers USA (2014, 2015)
Ranked, International Trade: Export Controls & Economic Sanctions, USA, Chambers Global (2015, 2016, 2018)
Recognized, Washington, DC, Super Lawyers (2012–2014)
Chair, Women in Aerospace (WIA), the premier organization in the United States providing opportunities for women in the aerospace and aviation field (member, 2010–present; vice chair, 2014; chair, 2015)
Member, US Department of Commerce, Virginia/DC District Export Council, Federal Government Advisory Committee (2011–present)
Member, US Department of State, Defense Trade Advisory Group (DTAG) (1992–2008); vice chair (2006–2008); reappointed, 2014–present (Federal Government Advisory Committee)
Member (1992–1999) and vice chair (1999-2001), US Department of Commerce, Regulations and Procedures Technical Advisory Committee (RPTAC) (Federal Government Advisory Committee)