Miller & Chevalier Webinar: Trade-Related Due Diligence: How to Minimize Risk of Non-Compliance with Key National Security, Customs and Anti-Corruption Laws in M&A Transactions
In this webinar, leading Miller & Chevalier national security, customs and anti-corruption lawyers provided practical tips on how to conduct effective due diligence in M&A transactions involving companies with global sales and operations and how to plan for regulatory compliance both pre- and post-closing. In today's international economy, most transactions require awareness of and compliance with laws and regulations governing export controls, customs and imports and anti-corruption (often in multiple jurisdictions), and many transactions also require compliance with national security and foreign investment review requirements. This webinar provided guidance on how to spot potential liabilities under these laws and regulations and how to be prepared for regulatory requirements that could impact the structure and timing of transactions.
- Export controls and economic sanctions: Our presenters reviewed the applicable regulatory regimes, including the approach of each to successor liability; provided tips on how to focus due diligence efforts on high-risk activities; and identified pre- and post-closing notice and consent requirements.
- National security and foreign investment review: We provided guidance on how to identify transactions that may be subject to review or mitigation of foreign ownership, control and influence and discussed the potential impact on transaction structure and timing.
- Customs and import laws and regulations: Our discussion on import-related due diligence focused on three key topics: (1) successor liability in the context of customs violations; (2) import-related activity that may give rise to liability; and (3) due diligence as a means to uncover duty-saving opportunities.
- Anti-corruption compliance: We discussed the U.S. enforcement agencies' position on successor liability, as well as steps to manage this risk, including tools to manage challenges related to access to information, risk assessment, transaction structure and contractual safeguards, and the need for post-closing compliance integration.