Jonathan Gafni | Lawyers

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United States

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Antitrust & Foreign Investment Group

“I support clients in obtaining successful outcomes in cross-border transactions that may raise issues relating to CFIUS or other U.S. foreign investment reviews. 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

Jonathan heads the firm’s U.S. foreign investment practice, advising 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) and other U.S. government authorities responsible for cross-border investment controls. Jonathan was named a CFIUS expert in 2022-2025 by Chambers and Partners; was designated a Top Advisor for 2020-2024 by Foreign Investment Watch; and was recommended in 2022-2025 by Lexology/Who's Who Legal as a leader in foreign investment review.

Jonathan has advised clients as both an attorney and as a national security consultant on 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 more than 18 years of CFIUS-related government experience, having served as 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 program manager with the Federal Bureau of Investigation.

Experience

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 advising:

Covestro AG (Germany) in its €14.7bn public takeover by an affiliate of the Abu Dhabi National Oil Company and its €1.6bn acquisition of the resins and functional materials business of Royal DSM
Proximus Group SA (Belgium) in its acquisition of a majority interest in Indian cloud communications platform Route Mobile Limited.
CJ Cheiljedang (South Korea) in its acquisition of a majority interest in Batavia Biosciences B.V.
thyssenkrupp AG (Germany) in the spinoff of its maritime defense business to TKMS AG & Co. KGaA.
Schaeffler AG (Germany) in its acquisition of Ewellix AB, a producer of linear motion and actuation solutions.
G4S plc (UK) in its £3.8bn acquisition by Allied Universal Topco LLC.
Aperam SA (Luxembourg) in its US$537m acquisition of Universal Stainless & Alloy Products, Inc., a producer and marketer of semi-finished and finished specialty steel products; and its €357m acquisition of ELG, a recycler of stainless steel and superalloys.
Daimler AG (Germany) in its spinoff of its trucks and buses businesses to Daimler Truck Holding AG.
Dialog Semiconductor Plc (UK) in its €4.9bn acquisition by Renesas Electronics Corporation.
Volkswagen AG (Germany) in the sale of its 76% interest in RENK AG to Triton.
Jagex Ltd. (UK) in its its acquisition of Pipeworks Studios, a U.S.-based game development studio, from Sumo Group.
Porsche Automobil Holding SE (Germany) in its sale of a majority interest in logistics and traffic management software company PTV Planung Transport Verkehr AG to Bridgepoint Advisers.
Acerinox S.A. (Spain) in its €532m acquisition of VDM Metals Holding GmbH.
Montagu Private Equity (UK) in its acquisition of Janes from IHS Markit for US$470m.
Kerry Logistics Network (Bermuda) in its HK$17.6bn sale of a 51.8% interest to an affiliate of S.F. Holding Co., Ltd.
Ontario Teachers’ Pension Plan Board (Canada) in its sale of an interest in Sea Cube Container Leasing Ltd. to Wren House Martello LP, an affiliate of the Kuwait Investment Authority; and its participation in a joint US$650m investment in Advanced Clean Energy Storage Joint Venture, a large green hydrogen generation and storage platform.
Körber AG (Germany) in its €1.15bn acquisition of Siemens Logistics' global mail and parcel business.

Beyond the Office

Jonathan is a recognized thought leader on matters relating to national security reviews of cross-border investment. Jonathan has co-authored several articles on the implications of the CFIUS process, recent CFIUS reforms, and the new outbound foreign investment security program. He has been cited by Financial Times, The Wall Street Journal, The New York Times, Forbes, Reuters, The Deal, Foreign Investment Watch, Global Competition Review 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, minority, and LGBTQ+ colleagues. His pro bono work has included:

Leading an international team of Linklaters lawyers providing pro bono support on judicial evaluation methods to the Federation of Latin American Judges, a project recognized for excellence by the Cyrus R. Vance Center for International Justice;
Advising parents of adult children with developmental disabilities on the process for obtaining Supplemental Security Income benefits;
Estate planning for LGBTQ and HIV-positive individuals; and
Assisting a non-violent drug offender to obtain early release from prison under the Obama administration’s Clemency Initiative.

From 2020-2022, Jonathan served on the board of directors of Specially Adapted Resource Clubs (SPARC), which provides a club-based, community-oriented day support program for adults with developmental and physical disabilities.

Recognition

Jonathan was named a CFIUS expert in 2022-2026 by Chambers and Partners; was designated a Top Advisor for 2020-2024 by Foreign Investment Watch; and was recommended in 2022-2025 by Lexology/Who's Who Legal as a leader in foreign investment review.

A description of the selection methodologies for these designations can be found at https://chambers.com/about-us/methodology, https://foreigninvestmentwatch.com/top-advisors-2024, and https://www.lexology.com/index/methodology. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

Education, Qualifications and Languages

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.

State Admissions:
District of Columbia
Pennsylvania
New Jersey

Thought Leadership

Nippon Steel/U.S. Steel: How CFIUS Can Thread the Needle Between National Security and Political Concerns; The M&A Lawyer, Vol. 8, No. 5 (23 May 2024).

Big Changes in Outbound Foreign Investment to China (coauthored with Anna Gooding and Ray Tang Hou); PE Hub (28 August 2023).

Overview

Experience

Covestro AG (Germany) in its €14.7bn public takeover by an affiliate of the Abu Dhabi National Oil Company and its €1.6bn acquisition of the resins and functional materials business of Royal DSM

Proximus Group SA (Belgium) in its acquisition of a majority interest in Indian cloud communications platform Route Mobile Limited.

CJ Cheiljedang (South Korea) in its acquisition of a majority interest in Batavia Biosciences B.V.

thyssenkrupp AG (Germany) in the spinoff of its maritime defense business to TKMS AG & Co. KGaA.

Schaeffler AG (Germany) in its acquisition of Ewellix AB, a producer of linear motion and actuation solutions.

G4S plc (UK) in its £3.8bn acquisition by Allied Universal Topco LLC.

Aperam SA (Luxembourg) in its US$537m acquisition of Universal Stainless & Alloy Products, Inc., a producer and marketer of semi-finished and finished specialty steel products; and its €357m acquisition of ELG, a recycler of stainless steel and superalloys.

Daimler AG (Germany) in its spinoff of its trucks and buses businesses to Daimler Truck Holding AG.

Dialog Semiconductor Plc (UK) in its €4.9bn acquisition by Renesas Electronics Corporation.

Volkswagen AG (Germany) in the sale of its 76% interest in RENK AG to Triton.

Jagex Ltd. (UK) in its its acquisition of Pipeworks Studios, a U.S.-based game development studio, from Sumo Group.

Porsche Automobil Holding SE (Germany) in its sale of a majority interest in logistics and traffic management software company PTV Planung Transport Verkehr AG to Bridgepoint Advisers.

Acerinox S.A. (Spain) in its €532m acquisition of VDM Metals Holding GmbH.

Montagu Private Equity (UK) in its acquisition of Janes from IHS Markit for US$470m.

Kerry Logistics Network (Bermuda) in its HK$17.6bn sale of a 51.8% interest to an affiliate of S.F. Holding Co., Ltd.

Ontario Teachers’ Pension Plan Board (Canada) in its sale of an interest in Sea Cube Container Leasing Ltd. to Wren House Martello LP, an affiliate of the Kuwait Investment Authority; and its participation in a joint US$650m investment in Advanced Clean Energy Storage Joint Venture, a large green hydrogen generation and storage platform.

Körber AG (Germany) in its €1.15bn acquisition of Siemens Logistics' global mail and parcel business.

Beyond the Office

In both government and the private sector, Jonathan has supported the development and promotion of female, minority, and LGBTQ+ colleagues. His pro bono work has included:

Leading an international team of Linklaters lawyers providing pro bono support on judicial evaluation methods to the Federation of Latin American Judges, a project recognized for excellence by the Cyrus R. Vance Center for International Justice;

Advising parents of adult children with developmental disabilities on the process for obtaining Supplemental Security Income benefits;

Estate planning for LGBTQ and HIV-positive individuals; and

Assisting a non-violent drug offender to obtain early release from prison under the Obama administration’s Clemency Initiative.

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Education, Qualifications and Languages

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Thought Leadership

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Overview

Experience

Beyond the Office

Education, Qualifications and Languages

Thought Leadership