Karalyn Mildorf

Partner, Washington, DC

Biography

Overview

Karalyn Mildorf is a partner in our Global International Trade and Global Mergers & Acquisitions Practices, and is a member of the Firm's Foreign Direct Investment (FDI) Reviews & National Security and CFIUS (Committee on Foreign Investment in the United States) practice. She has more than 15 years of specialized experience advising clients on national security reviews before CFIUS and foreign ownership, control or influence (FOCI) mitigation matters.

She has advised clients on CFIUS issues in thousands of transactions covering a wide variety of industries and investor countries, and has extensive experience with national security requirements in connection with complex transactions.

Chambers USA and Chambers Global have consistently recognized Karalyn as a leading CFIUS expert. In 2021, Chambers USA stated, "Karalyn Mildorf represents clients in the full spectrum of CFIUS matters … 'She is very experienced and knowledgeable of all the CFIUS rules.' 'She is adept at explaining the pros and cons of various options.' 'She is very good to deal with and thinks ahead about the government's concerns.'" Sources praise her 'can-do attitude and exceptional insights,' identifying her as a 'highly technical and organized' attorney." She has also been recognized as a "key lawyer" by Legal 500, an expert in foreign investment reviews by Who's Who Legal, an "International Trade Rising Star" under 40 by Law360, and has twice been shortlisted as a Corporate Rising Star by the Euromoney Americas Women in Business Law Awards.

Karalyn advises clients on all matters pertaining to CFIUS reviews, including navigating clients through CFIUS inquiries regarding non-notified transactions, conducting detailed due diligence and assessing potential national security issues in connection with transactions, advising regarding jurisdictional and transaction structuring matters, developing and implementing CFIUS strategies, negotiating CFIUS-related deal terms, representing clients in all stages of the CFIUS filing and review process, engaging with relevant government officials, and negotiating and advising regarding implementation of, and compliance with, CFIUS mitigation agreements.

Karalyn also has extensive experience representing clients in a myriad of FOCI mitigation matters. She has negotiated, prepared, and advised regarding compliance with, and implementation of, numerous FOCI mitigation arrangements, including Special Security Agreements, Proxy Agreements, Security Control Agreements and FOCI Board Resolutions.

She also represents clients in national security reviews before Team Telecom.

Bars and Courts
District of Columbia Bar
Education
JD
University of Virginia School of Law
BA
College of William & Mary
Languages
English

Experience

Speaking Engagements

"Bankruptcy, Foreclosure, and Debt Conversion and the Interplay with CFIUS: The Lesser-Known Takeaways for Pending and Future Transactions," 8th National Conference on CFIUS; April 26-27, 2022: American Conference Institute, speaker

"Foreign Investment Due Diligence: Navigating Mandatory Reviews, Expanding Scope and Regulation, Mitigating Risk," January 19, 2022: Strafford Webinar, speaker

"CFIUS and Non-Notified Transactions: Managing the Non-Notified Process, Increased Risk for Transaction Parties," November 17, 2021: Strafford CLE, speaker

"M&A: Anticipating and Planning for the Expected and Lesser-Known FOCI Issues," 4th National FOCI Forum; September 14, 2021: American Conference Institute, speaker

"Executive Roundtable on CFIUS and BIS Update: How Regulations Impact the Tech Industry," May 12, 2021: Asia Society Executive Roundtable Virtual Program, speaker

"Key CFIUS Developments: Lessons from Recent CFIUS Decisions and the CFIUS Overhaul," October 14, 2020: Strafford CLE, speaker

"Overcoming the Pressure Points of the New CFIUS Filing & Declaration Processes, and Key Takeaways from the CFIUS Pilot Program," July 16, 2020: American Conference Institute’s 6th National Forum on CFIUS, speaker

"Getting CFIUS Approval for Investments from and Deals with Foreign Businesses," July 7, 2020: Strafford CLE, speaker

"Key CFIUS Developments: Lessons From Recent CFIUS Decisions and Impact of the CFIUS Overhaul," July 17, 2019: Strafford CLE, speaker

"Committee on Foreign Investments in the United States: Energy Practice," March 28, 2019: Tulane Energy Law Conference: The Changing Landscape for Cross-Border Energy Transactions, New Orleans, Louisiana, panelist

"World Recognition of Distinguished General Counsel: Honoring Carolyn Herzog & The Law Department of Arm Holdings," November 2018: The Directors Roundtable, Santa Clara, California, panelist

"FOCI and CFIUS Issues in Government Contracts M&A," June 6, 2018: ABA Section of Public Contract Law, speaker

"Navigating the CFIUS Landscape," April 16, 2018: The Association of Women in International Trade (WIIT) and the American Bar Association (ABA), moderator

"CFIUS Mitigation: Anticipating Requests, Structuring Agreements, Implementing Mitigation Measures," December 19, 2017: CLE webinar, speaker

"Mitigation Agreements – Managing Complex Mitigation Requests by CFIUS: Determining When and To What Extent You Can Negotiate, Address Investor Concerns and Reduce Transaction Delays," July 21, 2015: American Conference Institute’s 2nd National Forum on CFIUS, speaker

"CFIUS Regulations and FINSA Compliance: Surviving Heightened Federal Scrutiny," May 7, 2014: Strafford Publications Inc., speaker

March 11-13, 2014: UK Home Office Security and Policing Event, speaker

"Acquisition of USA Defense & Security Companies: What You Need to Know," November 6, 2013: Aerospace Defense Security Group webinar, presenter

Publications

Foreign direct investment reviews 2021: A global perspective, White & Case, 2021

"The Committee on Foreign Investment in the United States Approval for Foreign Ownership and Investment," Second Edition of Best Practices in the Acquisition of a Government Contractor, American Bar Association, October 2021

Foreign direct investment reviews 2020: A global perspective, White & Case, 2020

New CFIUS FIRMA Tool Helps Users Determine Jurisdiction under Overhauled CFIUS Rules, White & Case, February 2020

Foreign Investment Review Heats Up Following CFIUS Reform, Bloomberg Law, October 2019

"How FIRRMA Changed National Security Reviews In 2018," Law360, December 17, 2018

CFIUS Reform Becomes Law: What FIRRMA Means for Industry, The M&A Journal, November 2018

CFIUS: FIRRMA Pilot Program Mandates Notification for Certain Critical Technology Transactions, The M&A Journal, November 2018

National Security Reviews 2018: A Global Perspective, White & Case, 2018

"FIRRMA: Proposed CFIUS Legislation Would Bring Significant Changes," The M&A Journal, February 2018

"Report Highlights Continued Need for CFIUS Planning," Law360, March 2, 2015

"Ralls Ruling Could Open Door to Other CFIUS Challenges," Law360, July 18, 2014

"How Chinese Companies Can Successfully Invest in the United States," China Legal Review, June 30, 2014

"CFIUS Considerations Arising in the Acquisition of Distressed Assets in the United States," China Legal Review, July 30, 2013

Awards and Recognition

Legal 500 US 2021 – International Trade "Key Lawyer" Awarded CFIUS Team of the Year at the 2021 IFLR Americas Awards

Chambers Global 2021

Chambers USA 2021

Rising Star: International Trade, Law360

Expert, Who's Who Legal - M&A and Governance 2019-2022: Foreign Investment Review

Shortlisted as Rising Star: Corporate, Euromoney Americas Women in Business Law Awards, 2017 & 2018