Katherine Penberthy Padgett
Counsel
Areas of Focus
- Committee on Foreign Investment in the United States (CFIUS)
- National Security
- Export Controls & Economic Sanctions
- Sovereign & Government Investors
- International Trade Policy
- Technology
- Disputes & Investigations
- Regulatory
- Aviation, Space & Defense
- Renewable Energy
- Energy Transition
- Semiconductors
- Artificial Intelligence & Machine Learning
- Autonomous Systems & Advanced Mobility
- Fintech
- Represents corporate, funds, private equity and sovereign clients on matters involving CFIUS, emerging national security laws and policies impacting cross-border investment and commercial transactions and other international trade issues.
- Significant experience in international trade and investment, compliance, export controls, sanctions, national security and high-stakes negotiations and litigation matters.
- Former lead CFIUS attorney at the U.S. Department of State.
Katherine’s practice encompasses a wide range of international trade matters, including Committee on Foreign Investment in the United States (CFIUS) reviews, export controls, economic sanctions, national security and litigation strategy in international investment and arbitration, as well as the new Securing the Information and Communications Technology and Services (ICTS) supply chain and Outbound Investment Security Program regulations advice.
With extensive experience advising on CFIUS issues, Katherine represents clients pursuing inbound & outbound strategic investments and transactions worldwide. This includes providing advice on CFIUS considerations in cross-border deals, analyzing risks for clients considering arbitrage and representing clients in formal CFIUS proceedings such as filings, non-notified inquiries and mitigation agreement negotiations. Katherine has also advised on the CFIUS implications of financial restructurings, sovereign wealth fund investments, joint ventures and other high stakes transactions.
In addition, Katherine advises on regulatory compliance under the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), and before the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and U.S. Department of State’s Directorate of Defense Trade Controls (DDTC).
Katherine has a global practice representing clients across many sectors, including aerospace & defense, technology, semiconductors, artificial intelligence & machine learning, manufacturing, investment management & private equity, sovereign wealth funds, oil & gas, energy & infrastructure, renewable energy & energy transition and autonomous systems & advanced mobility.
Prior to joining Akin, Katherine served for nine years in the Office of the Legal Adviser at the U.S. Department of State, including as the department’s lead CFIUS lawyer and principal lawyer on international investment matters. Additionally, Katherine represented the State Department in interagency policy-making processes and worked closely with senior officials at the National Security Council, U.S. Trade Representative, the Departments of Justice, Defense, the Treasury, Commerce and Homeland Security and other federal agencies.
Katherine was instrumental in advising State Department principals on CFIUS national security reviews of transactions, mitigation agreements, litigation strategy and congressional inquiries. She advised policy clients, including officials in the State Department’s Bureau of Political-Military Affairs, on compliance issues under the Arms Export Control Act and the ITAR, including in connection with foreign military assistance programming, foreign military sales and export licenses for direct commercial sales.
Additionally, Katherine led legal reviews of matters related to counterterrorism, security assistance and foreign military cooperation in coordination with senior Pentagon officials and the Defense Security Cooperation Agency (DSCA).
Before obtaining her law degree, Katherine served as a research associate for a Washington, D.C. consulting firm, where she researched U.S. and international regulatory and political issues for multinational clients.
Katherine was a judicial law clerk for the Honorable Stefan R. Underhill of the U.S. District Court for the District of Connecticut and the Honorable Peter W. Hall of the U.S. Court of Appeals for the 2nd Circuit.
- Represented a client that is a privately owned international investment business focusing on investment in portfolio companies in the energy, technology, health and retail sectors. As a result of U.K. and EU sanctions imposed on its Russian beneficial owners, Akin has been advising on the CFIUS implications of a proposed restructuring and proposed investment opportunities.
- Represented a group of ad hoc lenders in connection with a chapter 11 restructuring of the target company, a leading provider of oncology services with more than 120,000 patients in the U.S. The target was subject to the terms of a National Security Agreement with CFIUS based an earlier transaction, which required substantive outreach to and engagement with CFIUS to ensure a successful completion of the restructuring transaction on behalf of the ad hoc lender group.
- Advised a newly launched Abu Dhabi-based alternative investment firm with over $105 billion in assets under management, on the CFIUS considerations associated with its launch, as well as the CFIUS implications arising from its multiple subsequent general partner stakes transactions and limited partner investments.
- Advising a prominent sovereign wealth fund making strategic investments of billions of dollars across various sectors, including infrastructure, transportation, energy and communications.
- Representing an Asian venture capital fund investor in non-notified CFIUS review of an investment in a U.S.-based start-up developer of automotive technology.
- Advised a major Asian manufacturer on CFIUS-related considerations in its merger agreement negotiations.
- Representing a leading Asian shipping company before CFIUS in connection with three separate non-notified inquiries involving decades-old joint venture transactions.
- Advising a U.K.-based private equity firm on its proposed acquisition of a U.S. retail and wholesale supplier.
- Advising a top renewable energy developer on CFIUS real estate-related considerations in connection with new and ongoing utility scale projects.
- Advising leading automotive OEMs, Tier 1 and Tier 2 suppliers on new Connected Vehicle regulations.
- Advising major U.S. and foreign investment managers regarding compliance with new Outbound Investment Security regulations in connection with investments in semiconductor, AI and quantum computing sectors.
- Representing U.S. investment managers seeking recovery against the Government of Mexico for investment treaty violations in investor-state dispute settlement (ISDS) arbitration proceeding.
EducationJ.D., Tulane University Law School, summa cum laude, 2007
A.B., Georgetown University, cum laude, 2002
J.D., Tulane University Law School, summa cum laude, 2007
A.B., Georgetown University, cum laude, 2002
ClerkshipsU.S.D.C., District of Connecticut
U.S.C.A., 2nd Circuit
U.S.D.C., District of Connecticut
U.S.C.A., 2nd Circuit
Bar AdmissionsConnecticut
District of Columbia
New York
Connecticut
District of Columbia
New York
- The Legal 500 US, International Trade, 2021-2022; International Trade: CFIUS, 2023-2024; and Rising Star, 2023-2024.
- Chambers USA, International Trade: CFIUS Experts, 2021-2024.
- Speaker, "Foreign Ownership of U.S. Real Estate: Increased Government Scrutiny, Administrative Obligations, and Penalties," Strafford Publications Webinar, August 17, 2023.