National Security, Exon/Florio, Cross-Border Transactions
Malcolm Tuesley has significant experience representing clients in national security reviews before the Committee on Foreign Investment in the United States (CFIUS) and assisting clients with related issues, including mitigation of foreign ownership, control or influence (FOCI) under industrial security regulations, export control compliance and government contracting. Mr. Tuesley has been involved with negotiating national security agreements with the U.S. government for some of the largest and most complex transactions in the defense, energy, financial services, telecommunications and technology sectors. Representative transactions include:
- The AES Corporation, an independent power generator and a developer of power plants, in its approximately $1.6 billion sale of a 15 percent stake to China Investment Corporation (CIC), a sovereign wealth fund;
- Alcatel before CFIUS in its $13.4 billion merger-of-equals with Lucent Technologies Inc., which was described by The Wall Street Journal as presenting “special challenges for CFIUS” and included negotiation of a landmark National Security Agreement;
- The Bear Stearns Companies, Inc. in its proposed strategic alliance with CITIC Securities Co., Ltd. to provide investment banking services in Hong Kong. Bear Stearns and CITIC Securities were to exchange $1 billion stakes in each other;
- DRS Technologies, Inc., a New Jersey-based defense contractor, in a $5.2 billion cross-border merger with Italian buyer, Finmeccanica S.p.A (which is partly owned by the Italian government), which was completed following a successful review by CFIUS;
- Dubai Aerospace Enterprises (DAE) Ltd. in its $1 billion acquisition of Standard Aero Acquisition Holdings, Inc.; and in DAE’s $766 million acquisition of Piedmont/Hawthorne Holdings, Inc., the holding company for Arizona-based Landmark Aviation, from The Carlyle Group;
- Electricité de France S.A. in its $4.5 billion acquisition of a 50 percent stake in the nuclear business of Constellation Energy Group, Inc.;
- Nasdaq Stock Market Inc. in its agreements with Borse Dubai. Nasdaq acquired all shares of OMX owned by Borse Dubai, Borse Dubai became a 19.99 percent shareholder in Nasdaq (with voting rights capped at 5 percent) and Nasdaq became a strategic shareholder in and technology supplier to Borse Dubai;
- Nokia Siemens Networks B.V. in its proposed $650 million acquisition of the CDMA business and LTE Access assets of Nortel Networks Corporation as part of Nortel’s Chapter 11 restructuring in the U.S. and its Company Creditors Arrangement Act proceedings in Canada; and in its agreement with Motorola, Inc. to acquire Motorola’s wireless network infrastructure assets for US$1.2 billion in cash;
- Russia-based steel producer OAO Severstal before CFIUS in its $1.25 billion acquisition in August 2008 of West Virginia-based Esmark Incorporated, and its $327 million acquisition in July 2008 of Ohio-based WCI Steel, Inc. Both companies are producers of steel;
- Research in Motion Limited (now known as Blackberry Limited) in its $200 million acquisition of QNX Software Systems Co. and QNX Software Systems, Inc. from Harman International; and
- Toshiba in its $5.4 billion acquisition of U.S.-based Westinghouse Electric Company LLC from British Nuclear Fuels.
In addition, Mr. Tuesley has served as regulatory counsel to several major broadcast networks in connection with the FCC’s media ownership review proceedings. Mr. Tuesley also has advised clients with respect to all aspects of FCC regulations affecting broadcast and cable television and assisted them on legislative matters. He has substantial experience representing licensees in enforcement proceedings, especially in connection with the FCC’s broadcast indecency rules. Mr. Tuesley also has extensive experience representing clients before various committees of the U.S. Congress.
Mr. Tuesley was selected for inclusion in Chambers USA: America’s Leading Lawyers for Business 2014.
J.D., Indiana University, Maurer School of Law, 1999 (cum laude)
B.S.B., Indiana University, Kelley School of Business, 1996 (with honors and distinction)
Law Clerk, Hon. Robert L. Miller, Jr., United States District Court for the Northern District of Indiana (1999-2001)