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Jonathan Gafni

Senior Counsel, Washington D.C.

“I support clients in obtaining successful outcomes in cross-border transactions that may raise CFIUS issues. Having extensive experience both in government and private practice, I am able to provide authoritative guidance on how the U.S. government can be expected to react to proposed investments and to assist clients develop clear, practical and achievable strategies to secure necessary government approvals.”

Overview

Professional experience

Education and qualifications

Overview

Jonathan advises domestic and international clients in connection with national security reviews of foreign investments in U.S. businesses. He represents clients before the Committee on Foreign Investment in the United States (CFIUS), Defense Counterintelligence and Security Agency (formerly the Defense Security Service), and other U.S. government authorities responsible for cross-border investment controls. He heads the firm’s U.S. foreign investment practice.

Jonathan has advised clients around the globe, as both an attorney and as a national security consultant, on dozens of strategic and financial transactions in a wide range of industries.  He advises clients on direct investments in U.S. businesses and on non-U.S. mergers and acquisitions with a nexus to U.S. business.

Jonathan has significant CFIUS-related government experience, having served in the Senior National Intelligence Service as deputy national intelligence officer for CFIUS support at the Office of the Director of National Intelligence (ODNI). In that role, he led U.S. intelligence community support to the CFIUS process, directing the preparation of national security threat analyses of more than 500 cross-border transactions. He also served on the interagency committee that in 2008 drafted regulations governing the CFIUS process. Before joining ODNI, Jonathan was a programme manager with the Federal Bureau of Investigation.

Work highlights

Jonathan has represented parties across the globe, advising them on CFIUS and other national security issues arising from transactions in a variety of industries, including the aerospace and defence, infrastructure, information and communications technology, manufacturing, real estate, financial services and food sectors. Examples include:

  • a French aerospace, defence and security company on two separate acquisitions, valued at €4.8bn and US$400m respectively, of providers of digital security solutions
  • a Finland-based crane manufacturer on its US$1.3bn acquisition of a U.S.-based materials handling and port solutions business
  • a German chemical company on its US$2.5bn acquisition of a U.S. chemical manufacturer
  • a U.S. fabless semiconductor company in connection with its US$6bn acquisition by a Bermuda-based semiconductor company
  • a Singapore semiconductor and infrastructure developer on its US$5.5bn acquisition of a developer of data and storage networking products
  • a consortium of five investors on its US$11.7bn acquisition of a U.S. portfolio of logistics properties
  • a printed circuit board company on its US$380m acquisition of a printed circuit board manufacturer and its US$775m acquisition of a radio frequency/microwave component manufacturer

Professional experience

Jonathan was a member of the interagency committee that wrote new CFIUS regulations following the 2007 amendment of the law governing CFIUS. Jonathan has co-authored several articles on the implications of the CFIUS process and recent CFIUS reforms. He has been cited by The Wall Street Journal, The New York Times and Law360 and has discussed CFIUS-related issues on Bloomberg TV and CCTV.

Jonathan’s professional experience before joining the U.S. government continues to help inform his understanding of clients’ strategic and financial objectives.  After beginning his career as a corporate/securities attorney, Jonathan served as a senior manager of corporate development and business analysis for telecommunications equipment manufacturers and service providers, as principal of a consulting firm in which he evaluated strategic investments, and as a senior analyst in an executive branch lobbying firm.

In both government and the private sector, Jonathan has supported the development and promotion of female colleagues. His pro bono work has included estate planning for LGBTQ and HIV-positive individuals and advising parents of adult children with developmental disabilities on the process for obtaining Supplemental Security Income benefits. He was selected to be on the Capital Pro Bono Honor Roll, which recognises the pro bono contributions made by members of the District of Columbia Bar. He also assisted a non-violent drug offender to obtain early release from prison under the Obama administration’s Clemency Initiative.

Education and qualifications

Jonathan holds a juris doctorate from the Hastings College of the Law, University of California, where he was editor-in-chief of the Hastings International and Comparative Law Review. Jonathan earned his bachelor’s degree in economics at the Massachusetts Institute of Technology, and he also holds an MBA from Georgetown University and a master’s in strategic intelligence from the National Defense Intelligence College. Jonathan is also a certified public accountant.