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Joseph D. Gustavus

Principal

Office

T:
+1.248.267.3317
O:
+1.248.879.2000
F:
+1.248.879.2001
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Education

Wayne State University Law School, J.D., 1996

Michigan State University, B.A. 1989

Bar Admissions

Court Admissions

United States District Court

  • Eastern District of Michigan

Languages

Joe is a corporate attorney representing multinational clients and clients primarily in the automotive, defense, aerospace, software and information technology sectors.  

Joe counsels and assists clients with their domestic and international acquisitions and commercial transactions, ITAR and export control compliance issues, corporate governance and with building, demonstrating, and protecting the value of their intellectual property rights.

His efforts at negotiating successful transactions for clients in these sectors and counseling them on ITAR and other export control compliance issues have won praise and yielded longstanding client relationships for Miller Canfield. He has served as an attorney in Europe and speaks fluent German. He is also a Certified Public Accountant. 

Representative Matters

Legal Expertise

Export Control Compliance

As Leader of Miller Canfield's Export Controls Group, Joe represents multinational clients on export of defense and other national security technologies from the  United States. He counsels clients on ITAR and other export control compliance issues and assists clients with controlled asset identification and classification, commodity jurisdiction requests, implementation of export control compliance programs, export license applications, drafting of government-approved TAAs, MLAs, other export control-compliant collaboration agreements, performing export control audits and rendering benchmark reports, performing export control due diligence on acquisition targets, drafting Export Control Manuals and Technology Control Plans, drafting voluntary disclosures on export control violations, and employment of foreign nationals subject to export controls.

Mergers, Acquisitions, and Divestitures

Joe conducts, negotiates, and consummates international acquisition and divestiture transactions throughout North America, Europe, Southeast Asia, and  South America. He is distinguished for his representation of clients on foreign company acquisitions of U.S. companies possessing controlled technologies, whereby aspects of the acquisition may require approval by (1) the Directorate of Defense Trade Controls (DDTC) under ITAR export controls, (2) the Bureau of Industry and Security (BIS) under EAR export controls, (3) the Defense Security Service (DSS) for U.S. target facilities with U.S. security clearance under the Foreign Ownership, Control or Influence (FOCI) provisions of NISPOM, and (4) the Committee on Foreign Investment in the United States (CFIUS) under U.S. foreign investment laws (Exon-Florio, FINSA). He is also known for his representation of venture capital and private equity funds in the acquisition and divestiture of portfolio companies possessing automotive, defense, aerospace, software, IT and other controlled technologies and/or having operations located abroad.

Industry Concentration  

Representation of  U.S., German, Japanese and pan-European Multinational Companies; International Business Establishment

Joe represents and assists German, Japanese and other foreign clients with the establishment of a presence in the North American market and  U.S., German, Japanese and other foreign clients with the establishment of a presence abroad through business acquisition, subsidiary formation, joint venture, technology licensure, distribution or sales agent relationships.

Automotive

As a Member of Miller Canfield's Automotive Group, Joe represents automotive supplier companies in mergers, acquisitions and divestitures and in the negotiation and drafting of component supply and technology development agreements with their automotive OEM and Tier 1 customers. Among other accomplishments, he has successfully facilitated repeated engagements with foreign and domestic automotive customers to supply automotive embedded software, Electronic Control Units (ECUs), development and system modeling software, production control and automatic conveying systems and powertrain, emissions and vehicle subsystem test equipment.

Software and IT

Represents software and IT companies, including the following matters:

  • Mergers, acquisitions and divestitures;
  • Export control compliance; and
  • Drafting and negotiation of customer and developer agreements to facilitate development, implementation, licensure and maintenance of software technology.

His approach is to work with a client to tailor an optimized agreement structure and then assist with its successful deployment with individual customers.  The existence of customer-required deviations from the standard is well recognized. He counsels on the risks posed by the customer-requested changes, enabling the client to quantify and weigh the risks against transactional benefits. The resultant goals are to:

  • Match License Scope with Fee Models
  • Acceptance through Predefined Objective Acceptance Criteria and Processes
  • Safeguard and Preserve Intellectual Property Rights
  • Define and Circumscribe Warranty Obligations
  • Delineate Support and Maintenance Obligations
  • Minimize Liability Exposure
  • Promote and Accelerate Revenue Recognition under Statement of Position (SOP) 97-2 and Related Guidance

Defense and Aerospace

Represents defense and aerospace companies, including the following matters:    

  • Mergers, acquisitions and divestitures
  • Complying with export controls
  • Negotiating government contracts and construing and complying with Federal Acquisition Regulations (FARs), Defense Federal Acquisition Regulation System (DFARS), and other  U.S. government procurement regulations
  • Filing and pursuing government bid protests
  • Asserting and preserving intellectual property rights against the government

Honors

Wayne State University Law School, magna cum laude, Order of the Coif

Professional Activities

American Bar Association, Business Law Section; International Law Section; Intellectual Property Law Section; Export Controls and Economic Sanctions Committee

State Bar of Michigan

Certified Public Accountant, Admitted to practice in Michigan, 1993; Illinois, 1991

Speeches

“US Government Contracting: FAR and DFAR Training,” Macomb PTAC, October 21, 2016

Webinar: Measure Twice; Merge (& Acquire) Once, Association of Corporate Counsel, Chicago, IL, August 4, 2015

"ITAR and EAR With a Focus on Export Control Reform," PTAC of Schoolcraft College (Webinar), February 12, 2015 

"A Crash Course in U.S. Re-Export & Re-Transfer Compliance in Canada: How to Implement New, Tricky EAR and ITAR Requirements, and Secure Authorizations," ACI The Canadian Institute's 4th Forum on U.S. Export and Re-Export Compliance for Canadian Operations, Toronto, ON, January 26, 2015

"ITAR and EAR With a Focus on Export Control Reform," PTAC of Schoolcraft College, Troy, MI, November 19, 2014

“How to Structure Your Classification Approach and Draft a CJ Request/The Biggest Misunderstandings about ITAR Licensing Exemptions," ACI ITAR Boot Camp, Chicago, IL, October 21, 2014 

“Sharing Sensitive Technologies Between Int’l Affiliates," WorldECR Conference, London, UK, October 16, 2014

"ITAR and EAR With a Focus on Export Control Reform," PTAC of Schoolcraft College, Troy, MI, February 12, 2014

“Preventing Defence Services Export Violations,” ACI Export Compliance for Canadian Operations, Toronto, ON, January 28, 2014

“A Comprehensive Primer on the 600 Series: Preparing your Company for Pending Changes and Ensure EAR Compliance throughout your Global Operations,” Momentum presents ITAR Winter Summit, Las Colinas, TX, January 27, 2014

“An Overview of ITAR and EAR, with a focus on Export Control Reform," PTAC of Schoolcraft College, Traverse City, MI, December 4, 2013

“An Overview of ITAR and EAR, with a focus on Export Control Reform," PTAC of Schoolcraft College, Saginaw, MI, December 3, 2013

“An Overview of ITAR and EAR, with a focus on Export Control Reform," PTAC of Schoolcraft College, Livonia, MI, October 15, 2013

"US Export Controls & Defense Trade Controls Program: What You Need to Know in 2013" (webinar) The Knowledge Group, April 2013

"Surveilling Democracy Activists," HuffPost Live, May 20, 2013

Publications

"The Impact of U.S. Export Controls and Economic Sanctions on Colleges and Universities," The Journal of College and University Law, 2016, Vol. 21, No. 2

Quoted in "State Department Coming to End of Export Control Reform," National Defense magazine, June 2016

"Sharing Sensitive Technologies Between International Affiliates," World ECR, November/December 2013

"What U.S. and Chinese Companies Need to Know about U.S. Export Control Laws Applicable to China," World ECR, October 2013

"Export Control Compliance Sharing Sensitive Technologies between International Affiliates General Concepts and Transfer Patterns," The Michigan International Lawyer, Spring 2013 

Events

Articles