Prerequisite: Corporations and Administrative Law are recommended but not required.

Exam Type: Last Class Take-Home

National security law is often taught as public law—war powers, intelligence authorities, surveillance, detention, and judicial review of executive action. This course examines national security practice from a different perspective: the role of private counsel engaging with the U.S. government on behalf of clients in regulatory regimes that govern access to sensitive technologies, data, infrastructure, and capital.

The course develops this perspective through a focused study of foreign investment review, centering on practice before the Committee on Foreign Investment in the United States (CFIUS). Students study the statutory and regulatory framework under the Defense Production Act and its implementing regulations, including core jurisdictional concepts, the scope of presidential authority, and the limited role of judicial review.

The course emphasizes how CFIUS operates in practice—as a whole-of-government process in which legal rules interact with policy, intelligence, and political considerations in an opaque environment where outcomes cannot be predicted through doctrine alone. Students learn to distinguish between formal legal standards, government practice as inferred from experience, and practitioner judgment.

Drawing on primary materials—including declassified government documents and transaction records—students examine how national security risk is assessed and resolved, including through negotiated mitigation agreements, with particular attention to the role of Chinese investment and strategic competition with China.

Students also examine how counsel manage public narratives and transactional visibility in ways that may shape decision-making. A final simulation integrates legal analysis and strategic judgment in a complex transactional setting.