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Jerome J. Zaucha

Fax +1.202.778.9100

Mr. Zaucha, a partner in K&L Gates’ Washington, D.C. office, concentrates his practice on international trade, representing a wide spectrum of multinational companies based both in and outside the U.S.  He has substantial experience in all areas of international trade law, including export controls, customs, and trade remedies and agreements.

Mr. Zaucha represents clients in every area of export regulation:  export control and trade embargo regulations administered by the Directorate of Defense Trade Controls (DDTC), the Bureau of Industry and Security (BIS), and the Office of Foreign Assets Control (OFAC); the Foreign Corrupt Practices Act (FCPA); Exon-Florio (CFIUS); anti-boycott laws; and various other trade sanction statutes and measures such as Helms-Burton.

Mr. Zaucha also assists clients in all aspects of U.S. (and certain non-U.S.) customs laws:  classification, appraisement, special and trade agreement tariff regimes, country of origin and origin marking, entry, liquidation and re-liquidation procedures, enforcement of other agency regulations, NAFTA origination and origin rules, Foreign Trade Zones and Sub-zones, and prior disclosures and customs seizures and penalties. 

In addition, Mr. Zaucha has substantial experience handling “trade remedy” proceedings (e.g., antidumping, countervailing duty, and Sections 201 and 301) and bilateral and multilateral (including NAFTA and WTO) trade agreement matters. 

Mr. Zaucha has substantial experience assisting clients in every context in which an international trade law issue may arise, including business planning, administrative proceedings, mergers, acquisitions and other business transactions, corporate compliance initiatives, and government investigations and enforcement proceedings.  He routinely works with lawyers in the Firm’s Public Policy and Law, Corporate, Mergers & Acquisitions and Securities, Government Contracts & Procurement Policy, and White Collar Crime/Criminal Defense practices to provide coordinated services to clients on trade law matters and other matters with trade law implications.

Counseling and Administrative Proceedings
  • Prepared numerous applications to BIS and OFAC for licenses and other authorizations, and applications to DDTC for approvals of DSP-5s (and other DSP licenses), Technical Assistance Agreements, Manufacturing License Agreements, and Warehouse and Distribution Agreements, in connection with marketing, supply and procurement arrangements and the operation of U.S. and offshore subsidiaries and joint ventures.
  • Provided guidance to a company with global operations concerning the U.S. export control law ramifications of a proposal to consolidate research and development activities in a location outside the U.S.
  • Submitted requests for commodity jurisdiction rulings under ITAR and commodity classification determinations under the EAR relating to, among other products, forgings and castings, various electronic components and related materials, and a chemical designated as a propellant material but used in microelectronic manufacturing.
  • Counseled non-U.S. manufacturers of industrial, electrical and other products concerning the applicability of the various U.S. export control laws’ content rules, including the EAR de minimis test.
  • Counseled a client concerning the U.S. customs law implications of using offshore sourcing for a major component of its U.S. products, including duty, marking and other considerations.
  • Obtained numerous rulings from U.S. Customs concerning the classification and origin of imported merchandise, including pumps, railroad products, bearings, processed foods, shoe products, roofing materials, electronic equipment, and industrial equipment.
  • Counseled several clients in the chemical industry concerning origin and country of origin marking issues in connection with complex procurement and U.S. based warehousing and distribution arrangements.
  • Handled a Court of International Trade appeal on a customs classification issue.
  • Prepared responses to U.S. Customs notices requesting information or proposing to take an action relating to an entry, and filed administrative protests, with respect to valuation, classification and special tariff program eligibility issues.
  • Counseled clients in the chemicals, food, machinery, textile, petrochemical and other industries concerning NAFTA issues in connection with proposed procurement or facility investment plans and the preparation of Certificates of Origin.
  • Represented U.S. producers, non-U.S. manufacturers and exporters, and U.S. importers and purchasers, in antidumping, countervailing duty, Section 201 and Section 301proceedings in connection with products in the furniture, glass, transportation equipment, electronics, chemical, heavy equipment, metal, processed food and paper industries.
  • Assisted a U.S. producer of food products exporting to the EU and an EU producer of food products exporting to the U.S. in connection with EU-U.S. trade dispute and retaliation proceedings relating to U.S. export tax policies and the EU beef hormone ban.
  • Assisted both buyers and sellers in assessing penalty risks associated with significant trade law compliance issues revealed by due diligence reviews in merger and acquisition transactions and in negotiating representation and warranty, indemnification and escrow terms and other agreement provisions dealing with pre or post-closing audits and voluntary disclosures.
  • Conducted an export compliance seminar for the management of a company proposing to auction assets utilized in activities subject to regulation under ITAR, to enable management to evaluate whether information being included in the auction information package and to be discussed with bidders would be ITAR restricted.
  • Assisted in evaluating the potential impact on the value of proposed offshore acquisitions of the discontinuation of certain business dealings by the business to be acquired due to the post-acquisition application of U.S. export control restrictions, and in establishing acquisition and management compliance protocols to avoid violations of such restrictions during and following the acquisition.
  • Represented numerous sellers and buyers in the filing and review of Exon-Florio notices relating to acquisitions of businesses supplying a range of defense products, including aircraft parts, detection equipment, secure communication equipment and software, and commercial products, including high performance materials, power equipment, and electronics.
  • Revised international distributor, agent and license agreements to cover export control and FCPA compliance issues and prepared distributor and agent due diligence check lists.
  • Assisted in filing the required notices, registration amendments and license and approval amendment applications in connection with numerous acquisitions by U.S. and non-U.S. persons of U.S. businesses registered with DDTC under ITAR.
  • Coordinated the resolution of industrial security/DSS/FOCI issues raised by the acquisition or establishment of a business requiring a DSS facility security clearance in which non-U.S. ownership and/or control interests were involved.
Government Investigations and Enforcement/Corporate Compliance Initiatives
  • Represented numerous U.S. exporters in responding to administrative subpoenas, search warrants and grand jury subpoenas, and requests for interviews in investigations by BIS, Customs and FBI agents under U.S. export control laws.
  • Assisted in representing a U.S. manufacturer exporting through Canada to a third country in an investigation initiated through the service of a search warrant and grand jury subpoena. The investigation was terminated following a detailed explanation of the applicable regulatory provisions under which the product legally was exported without a license to the ultimate destination.
  • Assisted in representing a U.S. subsidiary of a non-U.S. based company in a criminal investigation under the U.S. customs laws focused on the transfer pricing arrangement between the subsidiary and a non-U.S. affiliate.
  • Represented a U.S. exporter in a Government investigation of an alleged illegal technology transfer. The investigation was discontinued upon showing the agents conducting the investigation that a licensing exception under the applicable regulations authorized the export.
  • Negotiated a civil settlement with the BIS following an investigation of alleged illegal exports of computer equipment by a recently acquired European subsidiary.
  • Negotiated a civil settlement with OFAC following a disclosure of certain activities in violation of an OFAC enforced trade embargo.
  • Assisted in the preparation of numerous voluntary prior disclosures to DDTC, BIS, OFAC and Customs.
  • Prepared operation specific and global export compliance policies, guidelines and procedures for U.S. and non-U.S. based companies and conducted FCPA and export control law compliance training.