On May 23, 2019, multiple news outlets reported that the White House was considering an emergency declaration to permit arms shipments to Saudi Arabia without Congressional approval.  These reports were met with sharp criticism by multiple legislators.  These recent developments shine a spotlight on the contours of the Congressional notice and approval mechanisms set forth in the Arms Export Control Act (AECA).

AECA (22 U.S.C. § 2751 et seq.) is the authorizing statute for the Foreign Military Sales (FMS) program.  AECA and the implementing guidance from the Defense Security Cooperation Agency (DSCA) set forth the procedures for the development of a transaction under the FMS program, referred to as an FMS case.

Once an FMS case has been negotiated between the U.S. Government and the foreign government purchaser, the White House is required submit a formal notification to the Speaker of the House of Representatives, the House Committee on Foreign Affairs, and the Senate Committee on Foreign Relations (although this requirement is subject to country- and defense article-specific dollar value thresholds).  Congress then has 30 days (or 15 days for certain proposed sales to a NATO county, Australia, Japan, South Korea, Israel, or New Zealand) to enact a joint resolution opposing the sale.  Unless a joint resolution is passed within the time period, Congress is considered to have consented to the sale.

For major weapons sales, formal notification is often preceded by informal communications between the Executive Branch and Congress.  Relevant here, Senator Bob Menendez, the ranking Democrat on the Foreign Relations Committee, has exercised an informal hold on sales of munitions to Saudi Arabia for the past year based on concerns regarding the loss of civilian life during Saudi Arabia’s military operations in Yemen.  These concerns have bi-partisan support, which signals that a joint resolution opposing any formal notification may be possible if the White House chooses to force the issue.

The AECA statute provides the President two avenues for short-circuiting the Congressional review process.  First, AECA provides that the President need not wait for the 30-day notice period to expire when “an emergency exists which requires that consent to the proposed transfer become effective immediately in the national security interests of the United States…”  22 U.S.C. § 2753(d)(2)(A).  Second, the President has the power to veto any joint resolution blocking an FMS transaction.  Prior to 1986, AECA provided Congress the right to exercise a Congressional veto over a sale through a concurrent resolution without presentment to the President, but the statute was amended to remove this procedure after the Supreme Court ruled that a comparable procedure in the immigration context was unconstitutional.  See INS v. Chadha, 462 U.S. 919 (1983).

Given the practical challenges of overcoming a Presidential veto, the power of Congress to block an arms sale through a joint resolution under AECA has historically been limited, and according to a Congressional Research Service report issued in April 2019, Congress has never successfully blocked a proposed arms sales by use of a joint resolution.  Nevertheless, the specter of Congressional oversight does influence the FMS process in many situations, including in these recent proposed sales to Saudi Arabia.

Recent media reports have stated that the White House may rely on the “national security interests of the United States” to justify the contemplated arms sales bypass the 30-day waiting period for Congressional review, and immediately effectuate a sale of arms to Saudi Arabia.  How the White House and Congress resolve this simmering dispute may have significant implications for the FMS program as a whole, and we will continue to monitor these events as they unfold.

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Photo of Nooree Lee Nooree Lee

Nooree advises government contractors and financial investors regarding the regulatory aspects of corporate transactions and restructurings. His experience includes preparing businesses for sale, negotiating deal documents, coordinating large-scale diligence processes, and navigating pre- and post-closing regulatory approvals and integration. He has advised on…

Nooree advises government contractors and financial investors regarding the regulatory aspects of corporate transactions and restructurings. His experience includes preparing businesses for sale, negotiating deal documents, coordinating large-scale diligence processes, and navigating pre- and post-closing regulatory approvals and integration. He has advised on 35+ M&A deals involving government contractors totaling over $30 billion in combined value. This includes Veritas Capital’s acquisition of Cubic Corp. for $2.8 billion; the acquisition of Perspecta Inc. by Veritas Capital portfolio company Peraton for $7.1 billion; and Cameco Corporation’s strategic partnership with Brookfield Renewable Partners to acquire Westinghouse Electric Company for $7.8+ billion.

Nooree also counsels clients navigating the Foreign Military Sales (FMS) program and Foreign Military Financing (FMF) arrangements. Nooree has advised both U.S. and ex-U.S. companies in connection with defense sales to numerous foreign defense ministries, including those of Australia, Israel, Singapore, South Korea, and Taiwan.

Over the past several years, Nooree’s practice has expanded to include advising on the intersection of government procurement and artificial intelligence. Nooree counsels clients on the negotiation of AI-focused procurement and non-procurement agreements with the U.S. government and the rollout of procurement regulations and policy stemming from the Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence.

Nooree maintains an active pro bono practice focusing on appeals of denied industrial security clearance applications and public housing and housing discrimination matters. In addition to his work within the firm, Nooree is an active member of the American Bar Association’s Section of Public Contract Law and has served on the Section Council and the Section’s Diversity Committee. He also served as the firm’s Fellow for the Leadership Council on Legal Diversity program in 2023.

Photo of Scott A. Freling Scott A. Freling

Scott is sought after for his regulatory expertise and his ability to apply that knowledge to the transactional environment. Scott has deep experience leading classified and unclassified due diligence reviews of government contractors, negotiating transaction documents, and assisting with integration and other post-closing…

Scott is sought after for his regulatory expertise and his ability to apply that knowledge to the transactional environment. Scott has deep experience leading classified and unclassified due diligence reviews of government contractors, negotiating transaction documents, and assisting with integration and other post-closing activities. He has been the lead government contracts lawyer in dozens of M&A deals, with a combined value of more than $76 billion. This has included Advent’s acquisition of Maxar Technologies for $6.4 billion, Aptiv’s acquisition of Wind River for $3.5 billion, Veritas Capital’s sale of Alion Science and Technology to Huntington Ingalls for $1.65 billion, and Peraton’s acquisition of Perspecta for $7.1 billion.

Scott also represents contractors at all stages of the procurement process and in their dealings with federal, state, and local government customers. He handles a wide range of government contracts matters, including compliance counseling, claims, disputes, audits, and investigations. In addition, Scott counsels clients on risk mitigation strategies, including obtaining SAFETY Act liability protection for anti-terrorism technologies.

Scott has been recognized by Law360 as a MVP in government contracts. He is a past co-chair of the Mergers and Acquisitions Committee of the ABA’s Public Contract Law Section.