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 focuses her practice on national security reviews before CFIUS and foreign ownership, control or influence (FOCI) mitigation matters.
She has advised clients on CFIUS issues in hundreds 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 2020, Chambers USA stated, "Karalyn Mildorf represents clients in the full spectrum of CFIUS matters. Sources praise her 'can-do attitude and exceptional insights,' identifying her as a 'highly technical and organized' attorney." She has also been recognized as 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 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 the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, which is commonly referred to as Team Telecom.
"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 Publications Inc., 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
"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
"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
Chambers Global, 2017 – 2020
Chambers USA, 2014 – 2020
Rising Star: International Trade, Law360 2017
Expert, Who's Who Legal - M&A and Governance 2019: Foreign Investment Review
Shortlisted as Rising Star: Corporate, Euromoney Americas Women in Business Law Awards 2017 & 2018