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Carl A. Valenstein

Partner

Carl Valenstein is co-managing partner of Bingham’s Washington, D.C., office, as well as co-chair of the Life Sciences Group. His practice focuses on domestic and international corporate and securities matters, mergers and acquisitions, project development, and asset finance covering a wide range of industries and geographical regions. He has particular experience in the life science, telecom/electronics and cruise line industries and has worked extensively in Latin America and the Caribbean, Europe, Africa, and the Middle East.

In addition, he advises clients on international risk management, including compliance with the foreign investment review process (Exon-Florio/CFIUS), export control and sanctions, anti-money laundering, anti-boycott, and anti-corruption (FCPA) laws and regulations. He has been involved in a number of internal investigations, enforcement cases and dispute resolution proceedings relating to his transactional and regulatory practice. Carl is fluent in Spanish, Portuguese, and conversant in French and Italian.

Carl is an Adjunct Professor from Practice at the University of Michigan Law School International Transactions Clinic focusing on impact investing.

Experience

Life Sciences
  • Represented ClearPath Development in its strategic partnership with Astellas Pharma Inc. to form a portfolio of development companies focused on vaccines targeting infectious diseases
  • Represented Emergent BioSolutions Inc. in acquisition of Trubion Pharmaceuticals, Inc. for $135 million in cash, securities and contingent value rights
  • Represented Emergent BioSolutions Inc. in potential acquisition of private flu vaccine development stage company and settlement of dispute over broken transaction
  • Represented Emergent BioSolutions Inc. in acquisition from competitor of product development rights
  • Represented Emergent BioSolutions Inc. in $450 million purchase of biodefense vaccine by U.S. government
  • Represented Emergent BioSolutions Inc. in proposed joint ventures with academic institutions and Chinese and Malaysian biopharmaceutical companies
  • Represented BioSpecifics Technologies Corp. in periodic reporting and in a series of PIPE transactions
  • Represented BioSpecifics Technologies Corp. in negotiation of license and development agreement with Auxilium Pharmaceuticals, Inc.
  • Represented BioSpecifics Technologies Corp. in sale of topical collagenase product line, including sale of FDA-licensed Netherlands Antilles subsidiary
  • Represented RRD International, LLC. in a series of Symphony investor-funded purchases of product development rights
  • Represented privately held biopharmaceutical company in proposed monetization of royalty stream

Chemical

  • Represented Kemira Oyj in acquisition of assets from 3F Chimica Americas, Inc.

Telecom/Electronics

  • Represented Millicom International in $510 million acquisition of Central American cable companies
  • Represented Millicom International in acquisition of Honduran wireless telecom company plus expansion of licensing rights

Maritime

  • Represented Silversea Cruises Ltd., a Bahamian-flag luxury cruise line, in €195 million financing of the delivery of a new cruise vessel together with shareholder loans and support agreements
  • Represented Silversea Cruises Ltd. in restructuring of credit facilities and access to revolving credit line
  • Represented Silversea Cruises Ltd. on sale and leaseback of several vessels

Latin American

  • Represented U.S. equity investor in private placement in Brazilian company
  • Represented Elcoteq in acquisition from Phillips of Mexican maquiladora and negotiation of supply agreement
  • Represented Silversea Cruises Ltd. in acquisition of Ecuadorian cruise line Canodros S.A.

International Regulatory

  • Counseled public and private companies concerning their obligations related to possible FCPA violations
  • Conducted internal investigations for public and private companies concerning alleged FCPA export control and sanctions violations and helped design post-investigation compliance programs
  • Advised numerous U.S. and foreign public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues
  • Counseled U.S. and foreign clients on clearance of transactions with CFIUS under the Exon-Florio Amendment to The Defense Production Act
  • Represented clients in voluntary self-disclosure actions, civil administrative litigation and settlement of enforcement cases brought by U.S. Departments of Commerce, State and Treasury relating to alleged violations of export control, sanctions and antiboycott regulations

Impact Investing

  • Represented on a pro-bono basis Habitat for Humanity International in the creation of the MicroBuild Fund
  • Represented on a pro-bono basis Movirtu Ltd in several projects in Sub-Saharan Africa to provide mobile telephony services over the “cloud.”

Representative Clients

  • BioSpecifics Technologies Corp.
  • ClearPath Development LLC
  • ClearPath Vaccine Company LLC
  • Emergent BioSolutions Inc.
  • Fidelity Investments
  • Habitat for Humanity International
  • Kemira Oyj
  • RRD International LLC
  • Silversea Cruises Ltd.

Events

  • Panelist, Principles of Constructing U.S.-China JVs and Licensing Deals: How to Avoid Pitfalls in Getting Deal Done, Colby Investment Consulting Group Seminar, Bingham’s Boston office (Oct. 15, 2014)
  • Moderator, Aggregating Capital for Impact Investing, Social Impact Investment Symposium, Bingham McCutchen Panel and Webinar, New York (Oct. 2, 2014)
  • Speaker, Legal Compliance and Ethics: A U.S. Lawyer’s Perspective, NYSBA’s Latin America Council Meeting, New York (June 12, 2014)
  • Speaker, US: Export/Re-export Controls: Doing Business in the United States, Defense Industry Dialogue Business Seminar, Videoconference (Sept. 5, 2013)
  • Speaker, Building Lawyers by Building Houses: A case Study of the Habitat-MicroBuild Transaction, International Conference on Clinical Legal Education, Durham, United Kingdom (July 12, 2012)
  • Panelist, Is Anti-Bribery Legislation Keeping You Up at Night?, Association of Corporate Counsel New England Chapter/Bingham McCutchen Panel and Webinar (May 2012)
  • Panelist, Demystifying International Anti-Bribery Compliance and Enforcement, Association of Corporate Counsel New England Chapter/Bingham McCutchen Webinar (September 2011)
  • Speaker, The U.K. Bribery Act — Implications for Cross-Border Business, Bingham Client Webinar (April 2011)
  • Panelist, Compliance in a Global Setting, Association of Corporate Counsel All Day Program — Small World, Big Issues: Your Increasingly International 21st Century Practice, Boston (November 2010)

Memberships

  • Board Member, Finnish American Chamber of Commerce, Washington, D.C.
  • International and Business Law Sections, American Bar Association
  • International Bar Association
  • Maritime Law Association

Awards & Honors

  • Received Bingham’s John J. Curtin Public Service Award for his pro bono efforts, including representation of Habitat for Humanity International in a microfinance lending project (2013)

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