Carl A. Valenstein

Carl is a member of the Morgan Lewis Committee on Foreign Investment in the United States (CFIUS) working group. 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, antiboycott, and anticorruption (Foreign Corrupt Practices Act (FCPA)) laws and regulations. He also advises on internal investigations, enforcement cases, and dispute resolution proceedings relating to his transactional and regulatory practice.

Carl is fluent in Spanish and Portuguese, and 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 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, and the newly formed NU Impact fund. He is a founding member of the Impact Investing Legal Work Group. 

Life Sciences

• Since 2006, BioSpecifics Technologies Corp (NASDAQ-BSTC) as outside general counsel in a variety of corporate matters, including sale of product line, SEC compliance and capital markets transactions, licensing and collaboration agreements, and in 2020, its sale to Endo Pharmaceuticals for $658 million dollars in equity value
• Care Access Research, a wholly owned subsidiary of Reify Health, in its acquisition of Instituto Brasil de Pesquisa Clínica Ltda., a company that conducts its clinical trials exclusively in Brazil
• RRD International in its sale to Uniphar plc; previous RRD representations included a series of Symphony investor-funded purchases of product development rights, and its affiliate ClearPath Development in its strategic partnership with Astellas Pharma Inc. to form a portfolio of development companies focused on vaccines targeting infectious diseases
• Kuwait Life Sciences in the sale of Clinart to CTI Clinical Trial Services
• Aptevo Pharmaceuticals Inc. (NASDAQ-APVO) on an activist stockholder defense and potential royalty monetization transaction
• Reify Health in its first software-as-a-service (SaaS) agreement with Eli Lilly and Series A and B round investment transactions
• Altimmune Inc. (NASDAQ-ALT) on teaming, contract manufacturing, and other licensing and collaboration agreements
• Emergent BioSolutions Inc. (NYSE-EBS) in its acquisition of Trubion Pharmaceuticals, Inc. for $135 million in cash, securities, and contingent value rights 
• Emergent BioSolutions Inc. in the potential acquisition of a private flu vaccine development company and settlement of a dispute over the broken transaction 
• Emergent BioSolutions Inc. in the $450 million purchase of a biodefense vaccine by the US government 
• Netherlands affiliate of a Chilean family office in a minority investment in Andes Bio Global Inc.
• Principal stockholder of Emergent BioSolutions Inc. in secondary share sales and in the spinoff of Aptevo Pharmaceuticals Inc. from Emergent

Maritime

• From 2001 to 2018, Silversea Cruises Ltd and its principal shareholder, Heritage Cruise Holding Ltd., as general outside counsel on a variety of transactional and regulatory matters, including new vessel construction and Italian export credit financing arrangements, sale and leaseback transactions, vessel acquisition and chartering agreements, and various financing and refinancing arrangements, including fleet financing and high-yield debt, advice on cruises to Cuba and other US sanctions matters, and acquisition of regional cruise lines (Canodros/Ecuador); and Heritage Cruise Holding in the sale of a two-thirds equity interest in Silversea to Royal Caribbean in 2018 and the sale of the remaining one-third interest to Royal Caribbean in 2020 
• NYK on the sale of Crystal Cruises
• Sitmar Cruises on the sale to Princess Cruises
• Wartsila Marine and the Finnish Guaranty Board in financing of the SS Monterey and litigation concerning the lifting of the automatic stay in bankruptcy and arrest and foreclosure sale of the vessel

Chemical

• Kemira Oyj in a carve-out asset sale of commercial dyes, pigments and colorants used in a wide variety of paper grades, paper products and industrial processes, to ChromaScape
• Kemira Oyj in the acquisition of assets from Cytec and 3F Chimica Americas, Inc.

Telecom/Electronics

• 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
• Millicom International in a $510 million acquisition of Central American cable companies
• Millicom International in the acquisition of a Honduran wireless telecom company plus expansion of licensing rights

Industrial

• Trillium Flow Technologies, a portfolio company of private equity firm First Reserve, in its acquisition of Termomeccanica Pompe, a supplier of related spare parts as well as the related maintenance and after sales services

Latin America

• A US equity investor in a private placement in a Brazilian company
• A European company in the acquisition of two maquiladoras in Mexico and related supply agreements
• Silversea Cruises Ltd. in the acquisition of Ecuadorian cruise line Canodros S.A.
• 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
• A US tower company on the international compliance due diligence in connection with the acquisition of a tower company in several Latin American jurisdictions

International Finance

• Bank of America Merrill Lynch (BAML) as underwriter on a $250 million senior secured note offering issued by a Delaware statutory trust under Regulation 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

International Regulatory

• A global building materials company with regard to Venezuela and Russia sanctions compliance
• Public and private companies concerning their obligations related to possible FCPA violations
• Public and private companies in internal investigations concerning alleged FCPA export control and sanctions violations; helped design post-investigation compliance programs
• Both buyers and sellers in M&A due diligence on international compliance matters 
• Numerous US and foreign public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues
• Various clients on compliance issues in connection with Iranian, Cuban, and Ukraine-related Russian sanctions
• US and foreign clients on clearance of transactions with CFIUS under the Exon-Florio Amendment to the Defense Production Act
• Clients in voluntary self-disclosure actions, civil administrative litigation, and settlement of enforcement cases brought by the US Departments of Commerce, State, and Treasury relating to alleged violations of export control, sanctions, and antiboycott regulations

Impact Investing

• Boston Impact Initiative Fund and Ujima Fund in the restructuring and additional $365,000 in new funding of CERO Cooperative, an award-winning commercial composting company based out of Dorchester, MA. CERO provides food waste pickup and diversion services for a wide range of commercial clients in the metro Boston area, and transports compostables to local farms where they are recycled into rich soil products used to support the local agricultural economy
• Boston Ujima Project, a project of the Center for Economic Democracy, a 501(c)(3) organization, in its $4.5 million offering of three classes of limited recourse investor notes to fund its social impact investing through the Ujima Fund. Through a participatory planning and investment process, the fund will make loans and equity investments in social enterprises, real estate, charitable organizations, and community groups, while providing opportunities for accredited and non-accredited investors to invest in community-directed initiatives
• Boston Impact Initiative Fund in the formation and $20 million note offering of Boston Impact Investment Fund II LLC, a community-centered, integrated capital fund that will double down on Boston Impact Initiative’s mission of building a sustainable, inclusive and equitable economy for communities of color
• 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 United States to focus exclusively on workforce development
• 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