Giovanna M. Cinelli is a partner in the Tysons office of Dentons and serves as chair of the US region's Export Controls and National Security practices. She is a leader in the Firm’s representation of defense and high technology clients facing national security issues covering export controls, CFIUS and investigations. Giovanna has counseled clients for the past 25 years on a broad range of issues affecting national security, including complex export compliance matters, cross-border due diligence and classified investigations. For over two decades, she has conducted complex export related investigations (both civil and criminal), transaction due diligence for export and regulatory requirements, export policy and negotiation and settlement of export enforcement actions before the Departments of State, Commerce, Treasury and related agencies.
Giovanna serves as an expert witness on export issues affecting litigations and arbitrations involving controlled goods, technologies, data and services. Her testimony has addressed complex licensing and compliance issues related to the conduct of trials and arbitration proceedings in the United States and abroad. Giovanna is listed in Chambers Lawyers Research as a specialist in export compliance, a 2014 Chambers USA “Leader in Their Field” for export controls and sanctions, a ranked lawyer in Chambers Global 2015, as well as a 2012, 2013 and 2014 Washington, DC “Super Lawyer.” She was the Chair of Women in Aerospace in 2015, the country’s premier organization addressing opportunities for women in the aerospace and aviation field.
She has worked extensively with the US Departments of State, Commerce, Defense and Treasury, as well as Energy and the military services. She was a member of the Defense Trade Advisory Group (DTAG) from 1992 through 2008, holding the position of Vice Chair from 2006 through 2008 and was reappointed to the DTAG in 2014. She served on the Regulations and Procedures Technical Advisory Committee (RPTAC) at the US Department of Commerce for eight years, ending her tenure as Vice Chair. She has been a member of the Virginia/DC District Export Council since 2011 and is currently serving her second term.
In addition to counseling clients on export control matters, Giovanna advises companies on cross-border investments before the Committee on Foreign Investment in the United States ("CFIUS"). She has addressed complicated mitigation and related regulatory issues related to these transactions and developed strategies for engaging with US government agencies to address US national security concerns.
Giovanna has lectured and written extensively on international arms trade, technology transfer, national security cross-border requirements and export issues, with two book chapters and dozens of scholarly articles to her credit. She has appeared on CNN’s “Burden of Proof” and MSNBC’s “Hardball with Chris Matthews” as an expert in international technology transfer, arms exports and related national security issues. Outside of her legal career, Giovanna served as a Naval Reserve Intelligence Officer specializing in former Soviet submarine platforms and national security and intelligence issues. In addition to her law degree from the Catholic University of America, she holds an MA in international relations from the College of William & Mary and an Executive Education certificate in national security and international security from the Harvard Kennedy School of Government. She is fluent in French and Italian and resides with her family in Virginia.
- Conducted extensive internal investigations of alleged export and FCPA violations for a Fortune 50 defense company related to conduct in Europe, the US and Latin America.
- Investigated and resolved global foreign national, technical data and hardware export violations for a Fortune 50 aerospace defense company.
- Investigated, disclosed and settled before 3 US government agencies systemic, ongoing ITAR and EAR technical data violations for a Fortune 50 aerospace company.
- Conducted comprehensive civil and criminal export investigations related to US Department of State allegations of extensive ITAR violations for a Fortune 10 company.
- Spearheaded complex administrative export investigations before multiple US government agencies and specific US Attorneys, whose offices expressed interest in potential criminal indictment.
- Addressed complex foreign national, privacy and European export issues for a Fortune 100 defense contractor.
- Investigated, advised and assisted a Fortune 50 rocket-missile-propellant company in disclosing export violations to the US Attorney and the US Department of State.
- Advised Discovery Air, Ltd. on export, government contracts and CFIUS issues in its acquisition of ATSI.
- Advised Sumitomo Bakelite Co., Ltd. on CFIUS issues in the $265 million acquisition of Vaupell Holdings, Inc., a global leader in highly engineered thermoplastic and composite products for the aerospace, defense, medical and commercial markets, from Miami-based private equity fund H.I.G. Capital.
- Conducted a comprehensive, corporate-wide export audit, under eight US export control regimes, for a Fortune 20 defense contractor.
- Developed a comprehensive export/import corporate compliance plan and program required by civil settlements for export violations for a Fortune 50 commercial and defense-oriented company.
- Advised Saka Energi Fasken LLC, a subsidiary of PT Saka Energi Indonesia, an Indonesian state-owned upstream oil and gas entity, on CFIUS issues in the $175 million acquisition of a 36 percent working interest in the Eagle Ford and Olmos shale formation rights to approximately 8,300 acres in Webb County, Texas.
- Advised Wasserstein & Co., LP on CFIUS issues in connection with its acquisition and related financing of Globecomm Systems, Inc., a leading communications solutions provider, for $340 million.
- Advised Exchange Income Corporation, a public Canadian company with operations in the industrial products and transportation sectors, on CFIUS issues in connection with the acquisition of Regional One, Inc., a privately-owned company that provides aircraft and engine aftermarket parts to regional airline operators.
- Advised Connell Limited Partnership on CFIUS issues in its sale of America's largest maker of die components, Dayton Progress Corporation, and its components business (AD Components Business) of The Anchor Danly Company, to MISUMI Group Inc. for ¥15.6 billion ($200 million).
- Advised Tokyo Electron Limited, a leading manufacturer of semiconductor manufacturing equipment, on CFIUS issues in connection with its acquisition of FSI International, Inc., a leading provider of cleaning and surface preparation equipment, for $252.5 million.
- Advised SAP AG on CFIUS issues in its $4.3 billion acquisition of Ariba, Inc.
- Audited more than 10 years of transactions under the US State and Commerce Departments' regimes for publicly traded laser manufacturer's acquisition of a complementary laser producer, resulting in a comprehensive disclosure to and close-out the US Department of State.
- Advised ABB on CFIUS issues in its acquisition of Tropos Networks Inc., a Silicon Valley-based company that develops and markets wireless technologies and products for distribution area communication networks.
- Advised SAP AG on CFIUS issues in its acquisition of Syclo, a leading provider of enterprise mobile applications and technologies.
- Advised SAP AG on CFIUS issues in its acquisition of SuccessFactors, the market-leading provider of cloud-based human capital management solutions, for $3.4 billion.
- Counseled the US subsidiary of a $3 billion foreign concern on the application of and need for compliance with US export laws related to US/foreign-origin encryption technology proposed for various destinations inside and outside of the United States.
- Developed and implemented the audit strategy for auditing foreign subsidiaries of a Fortune 50 defense contractor.
- Negotiated multi-agency settlement and consent agreements related to alleged export violations by a Fortune 100 defense company.
- Advised Alcatel-Lucent on CFIUS issues in its sale of its Genesys business to Permira for $1.5 billion.
- Advised SunPower Corporation on CFIUS issues in the completion of the $1.4 billion tender offer by Total for up to 60 percent of SunPower's outstanding Class A Common Shares and 60 percent of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.
- Investigated international export activity of a US Fortune 10 company's foreign subsidiary and disclosed export violations to the US Department of Treasury.
- Conducted a comprehensive, group-wide export audit under four export and US Customs and Border Protection regimes for a Fortune 50 dual-use product/technology company.
Honors and Awards
- Listed in Chambers Lawyers Research as a specialist in export compliance
- Ranked, “Leader in Their Field” for export controls and sanctions,Chambers USA, 2014
- Ranked and tiered, Chambers Global, 2015
- Ranked, "Leader in Their Field" for export controls and sanctions, Chambers USA, 2015
- Ranked, Washington, DC “Super Lawyer," 2012 - 2014
- "OFAC issues clarifying FAQs for Iran sanctions regulation," Dentons Client Alert (June 16, 2016).
- "Recent Activity in Chinese Transactions: Does the Equation Change for Chinese Investors?," Dentons Client Alert (March 2016).
- "Have you filed your BE-180? 2015 is a benchmark year for reporting financial services transactions between US financial services providers and foreign persons," Dentons Client Alert (November 2, 2015)
- "Update regarding BE-10 report of US Direct Investment Abroad," Dentons Client Alert (June 3, 2015)
- CFIUS Risks After The Ralls Decision, Metropolitan Corporate Counsel, Vol. 21, No.11 (November 2013).
- The Top 10 Misconceptions about CFIUS, Commentary published in MONDAQ (2013).
Activities and Affiliations
- 2016 Export Controls and National Security Briefing Series: CFIUS Reviews Post-Ralls: What Has Changed...and What Has Not, Tysons Corner, Virginia (June 29, 2016).
- 2016 Export Controls and National Security Briefing Series: When to Pull the String: When and How to Look for Systemic Violations in Export Investigations, Tysons Corner, Virginia (March 23, 2016).
- 2016 Export Controls and National Security Briefing Series: What Lies Ahead for CFIUS in 2016: Procedure, Policy and Focus, Tysons Corner, Virginia (January 27, 2016).
- 2015 Export Controls and National Security Briefing Series: Export Essentials for In-house Counsel and Compliance Personnel, Washington, DC (December 9, 2015).
- 2014 Export Briefing Series: Conducting Effective Export Audits and Assessments Webinar, Washington, DC (November 18, 2014).
- 2014 Export Briefing Series - CFIUS: Preparing your Transaction for Cross-Border National Security Review Washington, DC (May 15, 2014).
- 2014 Export Briefing Series - Consequences of Export Reform: Part II, Washington, DC (March 25, 2014).
- 2013 Export Briefing series - The CFIUS Risk/Reward Analysis for Buyers and Sellers, Washington, DC, (November 12, 2013).
- 2013 Space & Satellite Regulatory Colloquium, Washington, DC (October 24, 2013).
- 2013 Export Briefing Series - Dissecting Export Enforcement Under Export Reform: How to Prepare for and Address US Government Inquiries and Investigations, Washington, DC (September 17, 2013).
- 2013 Export Briefing Series - CFIUS: Identifying the Trends and Transitions, Washington, DC (May 7, 2013).
- The Top 10 Misconceptions about CFIUS, Commentary published in MONDAQ (2013).
- 2012 Export Briefing: CFIUS: Mistakes You Don't Want to Make and How "Government-Assisted Due Diligence" (GADD) Can Help You - Part II, Washington, DC (July 10, 2012).
- 2012 Export Briefing Series: CFIUS - A Primer for Foreign Companies Acquiring U.S. Assets or Businesses; Part I, Washington, DC (June 15, 2012).
- The "Responsible Corporate Officer" Doctrine: Relevance to Export Compliance Decisions and Associated Liability Risks, Washington, DC (March 22, 2012).
- 2011 Export Briefing - Export Essentials for In-House Counsel and Compliance Personnel: What Every In-House Counsel and Export Compliance Personnel Should Know to Advise Their Clients on US Export Laws and Regulations, Washington, DC (December 14, 2011).
- Executive Roundtable Series - National Security and Export Control Reform, Take Two. Or Three. Or Four ... ?, Washington, DC (October 20, 2011).
- 2011 Export Briefing - Knock, Knock. Who's There? Export Enforcement: Effectively Addressing Government Inquiries, Administrative Subpoenas, Washington, DC (September 29, 2011).
- 2011 Export Briefing - The Sword and the Shield: Addressing the impact of US export laws in litigations and arbitrations in the United States and abroad, Washington, DC (May 5, 2011).
- Chair, Women in Aerospace (WIA), the country’s premier organization addressing opportunities for women in the aerospace and aviation field, (Member, 2010-present; Vice Chair, 2014; Chair, 2015)
- Member, US Department of State, Defense Trade Advisory Group (DTAG) (1992- 2008); Vice Chair (2006-2008); reappointed, 2014-present (Federal Government Advisory Committee).
- Member (1992-1999) and Vice Chair (1999-2001), US Department of Commerce, Regulations and Procedures Technical Advisory Committee (RPTAC) (Federal Government Advisory Committee).
- Member, US Department of Commerce, Virginia/DC District Export Council, since 2011 (Federal Government Advisory Committee).
Prior and Present Employment
- Skilled in national security issues and US defense threat analyses as a Naval Reserve Intelligence Officer. After law school, Giovanna served as law clerk to Judge Philip J. Nichols, US Court of Appeals, Federal Circuit (1987-1988) and Judge Steffen W. Graae, DC Superior Court (1986-1987).