Ellie M. Fain

Ellie Fain advises companies on national security regulatory matters and cross-border investments, with a focus on navigating complex reviews by the Committee on Foreign Investment in the United States (CFIUS) and matters involving non-U.S. foreign direct investment screening regimes worldwide.

Ms. Fain has worked on matters relating to economic sanctions administered by the Office of Foreign Assets Control (OFAC) and export controls established under the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Additionally, she supports cases involving engagement with the Defense Counterintelligence Security Agency (DCSA) with respect to Foreign Ownership, Control or Influence (FOCI) obligations and assists clients in meeting filing requirements issued by the U.S. Bureau of Economic Analysis (BEA) with respect to foreign investments in U.S. businesses.

Ms. Fain supports both buyers and sellers in cross-border transactions from initial stages through to closing, providing regulatory analysis in the exploratory phase, guidance during the filing process and assistance with post-closing compliance. She counsels a wide variety of clients, including publicly listed companies, venture capital funds and sovereign investors across a range of industries, such as private equity, defense contracting, semiconductor manufacturing, real estate, biotech, fintech and renewable energy.

Select representations include:

• Mubadala Investment Company in its more than $3 billion investment to acquire a majority of the equity in Fortress Investment Group, along with a comprehensive review of implicated U.S., European and other non-U.S. regulatory regimes
• Activision Blizzard Inc. in connection with foreign regulatory aspects of its $75 billion acquisition by Microsoft Corporation
• Rithm Capital Corp. in its acquisition of Crestline Management, L.P.
• Chinese technology and e-commerce companies regarding the impact of U.S. congressional investigations and potential risks related to export controls, customs and tariff issues
• Brookfield Infrastructure Partners L.P. (Bermuda) in its joint venture with GATX Corporation to acquire 150,000 railcars from Wells Fargo & Company for $4.4 billion
• Elon Musk in his $44 billion acquisition of Twitter, Inc.
• a sovereign wealth fund in connection with its $15 billion co-investment to take private a public real estate investment trust comprising a large portfolio of commercial real estate assets located in major markets across the U.S.
• Corix Infrastructure Inc. (Canada), a portfolio company of British Columbia Investment Management Corporation (Canada), in its merger of equals with SouthWest Water Company Inc.
• a leading provider of enterprise data management software with respect to various non-U.S. regulatory requirements regarding its acquisition of a global data compliance company
• a Luxembourg-based private investment firm in connection with its various acquisitions and related compliance with BEA filing requirements