In October 2023, Deputy Attorney General Lisa Monaco announced new safe harbor policies from the Department of Justice for timely voluntary disclosure during M&A deals.

In her remarks, Deputy Attorney General Monaco warns, “The tectonic plates of corporate crime have shifted. National security compliance risks are widespread; they are here to stay; and they should be at the top of every company’s compliance risk chart.” She also emphasizes that compliance must have a prominent seat at the deal table if an acquiring company wishes to effectively de-risk a transaction.

The DOJ’s March 2024 revised Voluntary Self-Disclosure (VSD) Policy additionally included M&A guidance pushing acquiring companies to find and disclose national security threats as soon as possible.

This discussion focuses on target company hidden risks including exposure to malign foreign ownership, control or influence (FOCI), sanctions and export control evasion, and forced labor in supply chains. Panelists highlight best practices for identifying exposure and mitigating risk. 

Key Takeaways from this webinar include:

• Changes in legislation impact and how to best comply with the new DOJ disclosure process
• The process of filling with CFIUS and the DDTC
• Who to notify when a national security threat is found in an M&A deal

Howard Mendelsohn, Chief Client Officer, Kharon

Howard works closely with business, compliance, and legal professionals to strengthen programs and controls for managing risks at the intersection of global security and commerce. Howard served at the U.S. Treasury Department from 2001 to 2011, including as Deputy Assistant Secretary and Assistant Secretary (Acting) for Treasury’s Office of Intelligence and Analysis. Howard led Treasury’s intelligence functions, including oversight of analytical production, risk assessment, security, and strategic planning. Following his service at Treasury, Howard held leadership positions in Enterprise Compliance at PNC Financial Services Group. He is a recognized thought leader on global security and risk matters and speaks regularly at conferences.

David Mortlock, Partner, Global Trade & Investment, Willkie Farr & Gallagher

David Mortlock is Chair of Willkie’s Global Trade & Investment Practice Group and Managing Partner of the Washington office. He advises clients on international trade and government regulation of cross-border transactions, particularly the intersection of economic regulation and national security. Chambers USA (2023) ranks David among the leading individuals nationally practicing in the area of International Trade: Export Controls & Export Sanctions, which highlights his breadth of experience when acting for clients on trade sanctions and controls matters.