Tag: Red Flags Rising

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Red Flags Rising

Red Flags Rising: M&A and Export Controls – From Art of War to Art of the Deal

Mike and Brent revisit a discussion recorded in May 2026, before the prior US-China trade summit, which is timely again with the next round of meetings coming up on September 24, 2026. They also highlight their May 2026 national security enforcement and compliance event in Washington, DC, where Assistant Secretary for Enforcement David Peters spoke. Then they discuss how companies can best manage US export control risks in the context of M&A pre- and post-acquisition due diligence.

Specifically, Mike and Brent set the stage for the M&A discussion (01:49); preview what Sun Tzu’s Art of War means for the upcoming negotiations (03:50); provide a recap of their May 5, 2026, national security compliance and enforcement event in Washington, DC, and the key takeaways from the event in terms of M&A and export controls (05:36); discuss Brent’s recent NYU Program on Corporate Compliance & Enforcement (PCCE) article and how Brent’s Fraud Four-Circle Framework (SM) can help with pre-acquisition due diligence based on some anecdotal evidence from his own experience (10:32); some anecdotes from Mike’s experience (14:43); how export controls now pose “central compliance risks” in terms of boards of directors’ duty of oversight under Delaware law (20:35); and how these ideas can help sellers, not just buyers (23:36);

Mike and Brent then conclude with the latest installment of Brent’s “Managing Up” segment (24:41).

Contact Brent: brent@redflagsrising.com

More about Brent: www.redflagsrising.com/founder

Connect with Brent on LinkedIn

Brent’s article referenced in the episode: Brent Carlson, “A Light Shines Through the Darkness in Disputes, Investigations, and Trade Compliance: A Fresh Look at the Classic Fraud Triangle with the Fraud Four-Circle Framework℠,” NYU PCCE (Jan. 8, 2026)

Contact Mike: michael.huneke@morganlewis.com

More about

Mike: https://www.morganlewis.com/bios/michaelhuneke

Connect with Mike on LinkedIn

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Red Flags Rising

Red Flags Rising: S01 E44: The FCC Covered List Uncovered, with Loyaan Egal

Mike and Brent invite Loyaan Egal on the podcast to discuss recent developments regarding the US Federal Communications Commission’s (FCC’s) “covered list” and its implications for trade compliance professionals.

Specifically, Mike, Brent, and Loyaan discuss Loyaan’s prior government service in both DOJ and the FCC (01:05); the FCC’s authorities and role (05:29); the US national security concerns driving the US administration’s increasing recourse to the covered list (11:13); what potentially impacted importers should be doing to get ahead of rumored additions to the covered list (15:28); how the conditional approval process works for exception requests (19:22); what importers should expect next in terms of rulemaking (23:55); recent reports that optical transceivers might be soon added to the covered list and the potential implications for data centers and for companies in the optical transceiver supply chain (26:03); how in the president’s second term the FCC is filling a role previously envisioned for the Commerce Department’s Bureau of Industry & Security’s Office of Information and Communications Technology and Services (OICTS) and speculation as to why that is happening (28:13); and what companies should be thinking about in terms of getting ahead of potential FCC enforcement actions (29:54).

They then conclude with the latest installment of Brent’s “Managing Up” segment (36:31).

More about

Loyaan: https://www.morganlewis.com/bios/loyaanegal

Connect with Loyaan on

LinkedIn: https://www.linkedin.com/in/loyaan-egal/

Contact Loyaan: loyaan.egal@morganlewis.com

Reuters Article: Alexandra Alper, “Trump administration drafting ban on Chinese data center devices, sources say” (Aug. 4, 2026)

More about Brent: https://www.redflagsrising.com/founder

Connect with Brent on

LinkedIn: https://www.linkedin.com/in/brent-carlson-41ba692/

Contact Brent: brent@redflagsrising.com

More about

Mike: https://www.morganlewis.com/bios/michaelhuneke

Connect with Mike on

LinkedIn: https://www.linkedin.com/in/mhuneke/

Contact Mike: michael.huneke@morganlewis.com

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Red Flags Rising

Red Flags Rising: S01 E41: AI Diffusion Confusion?

Mike and Brent reboot a prior recording overtaken by events, specifically the Sunday, May 31, 2026, guidance issued by BIS to global data centers and the June 12, 2026, “is-informed” letter by Commerce Secretary Howard Lutnick, which prompted an AI model company to take down its latest models.

Mike and Brent first update listeners on pending legislation in the U.S. Congress (01:37). They then revisit last year’s May 13, 2025, announced intent by BIS to rescind the Biden-era “AI Diffusion Rule” (06:44), discuss questions around whether that rescission actually happened and, in any event, what was the status of U.S. export controls as a result (10:59), and then break down the May 31, 2025, guidance from BIS (15:53) including the opportunities and limitations of what reads like a “General Prohibition 10 Savings Clause” in the penultimate paragraph (19:43). They next discuss the Friday, June 12, 2026, “is-informed” letter issued by the Secretary of Commerce and its implications for industry (23:58). Then they conclude with a “Gray Rhino” edition of Brent’s “Managing Up” segment (26:18).

Resources:

Contact Brent

More about Brent

Connect with Brent on LinkedIn

Contact Mike

More about Mike

Connect with Mike on LinkedIn

The BIS Guidance from Sunday, May 31, 2026

Michele Wucker, The Gray Rhino: How to Recognize and Act on the Obvious Dangers We Ignore (2016)

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Red Flags Rising

Red Flags Rising: S01 E40: Jeff Stitt on the Craft of Compliance

Mike and Brent welcome to the podcast Jeff Stitt, the President of Acacia Trail Consulting. Jeff walks through how he went from becoming an engineer to being an on-the-spot chief compliance offer appointee in 1992 (01:36), to doing compliance at a bank (05:51), to having the opportunity to build and run a compliance program across Sub-Saharan Africa (08:00), and then to integrating a major acquisition into his company’s compliance program (12:10). Jeff explains how compliance programs are really “underwriting” the business’s activities (14:00) and then talks about the opportunity to build-out a global compliance program at a publicly traded company (16:30). Jeff concludes with a discussion about Acacia Trail (19:28) and what he’s seeing in the trade compliance space today (21:14). Mike and Brent then conclude with another edition of Brent Carlson’s Managing-Up (22:11).

Contact Jeff: jeff@acaciatrail.com

More about Jeff: https://www.linkedin.com/in/jeffreylstitt/

Contact Brent: brent@redflagsrising.com

More about Brent: www.redflagsrising.com

Contact Mike: michael.huneke@morganlewis.com

More about Mike: https://www.morganlewis.com/bios/michaelhuneke

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Red Flags Rising

Red Flags Rising: S01 E38: “Fallen Chips” – GIR’s Estelle Atkinson on her Three-Part Report

Mike Huneke and Brent Carlson welcome Estelle Atkinson, a reporter with Global Investigations Review (GIR), to speak about her recent three-part series, “Fallen Chips,” published on January 26, 27, and 28, 2026 (linked in the show notes). They discuss how Estelle learned of the U.S. government investigation of Zenith Semiconductor in Chandler, Arizona (01:14); that company’s background (06:03); when employees started to realize that things were not quite right at the company and how that led to employees going to the FBI (08:19); how Estelle got to know the employees and why they were willing to help her with her story (10:30); how her experience illustrates more broadly the challenge companies have in responding to whistleblower reports or allegations (11:48); how diversion starts close to home, and is not always in some exotic “offshore” location (15:31); how U.S. administration policies to promote the export of the U.S. AI “stack” are not without controls or national security considerations (15:58); why success under America’s AI Action Plan and the American AI Export initiative will depend on effective, risk-based export controls compliance programs (16:21); the role of media in American life (19:14); why the standard PR or IR “playbook” of asserting “full compliance with the law” creates risks if companies aren’t expressly incorporating the full definition of “knowledge,” to include “an awareness of a high probability,” into export controls compliance (20:14); and what GIR readers can expect to see (or read) next from Estelle (20:49). Mike and Brent conclude with yet another installment of Brent Carlson’s “Managing Up” (22:39).

Resources:

GIR 

Fallen Chips Part I: Inside the FBI Raid that Rocked an Arizona Chip Start-Up (Jan. 26, 2026)

Fallen Chips Part II: Silicon Secrets and the Risks Hiding in Plain Sight (Jan. 27, 2026)

Fallen Chips Part III: The Fault Lines of the US-China Tech War (Jan. 28, 2026)

More about:

Estelle: https://globalinvestigationsreview.com/authors/estelle-atkinson

Contact Estelle: estelle.atkinson@globalinvestigationsreview.com

Contact Brent: brent@redflagsrising.com

Contact Mike: michael.huneke@morganlewis.com

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Red Flags Rising

Red Flags Rising: S01 E37: Carole Basri on Subsidizing World Peace: The U.S. Experiment, and the Dynamic Relationship between National Security & Corporate Compliance

Back in January 2024, Mike and Brent had the good fortune to meet Carole Basri at an event at NYU Law School. On this episode of Red Flags Rising, they welcome her as a guest to talk about her specialties: national security, geopolitics, and corporate compliance. They specifically discuss Carole’s extensive professional background (00:59), a new treatise on National Security Law that Carole, Mike, and Brent are writing for the Practising Law Institute (PLI) (04:00), an upcoming event co-hosted by the New York State Bar Association’s International Section, Corporate Compliance Committee and Morgan Lewis, to which the new Assistant Secretary for Export Enforcement David Peters is an invited keynote speaker (08:18), why public enforcement officials remarks are relevant under U.S. export controls and other probability-based (i.e., “red flags”-driven) national security laws (09:26), how the U.S. Foreign Corrupt Practices Act (FCPA) was not only an example of that but also was really a child of an era where economic interdependency required a level of transparency and clean commerce to continue (12:00), and the relationship between Bretton Woods, Belt and Road, and Mike’s favorite book, Tales of an Economic Hitman, and what could be viewed with hindsight as effectively a U.S. policy decision to trade its own economic security for decades of (relative) world peace, increased global productivity, and increased living standards (16:52). Brent then closes out the discussion with the latest installment of his “Managing Up” segment (21:57), after which Mike makes some (further) book recommendations based on the discussion for those interested in further exploring some of the idea and concepts covered during the discussion:

More about Carole

Contact Brent: brent@redflagsrising.com

Contact Mike: michael.huneke@morganlewis.com

Interested in learning more about the March 10, 2026, event? Contact Mike & Brent at the email addresses above.

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The PfBCon Podcast

The PfBCon Podcast: Leveraging Podcasting for Building Personal Brands with Brent Carlson and Mike Huneke

Brent Carlson and Mike Huneke from the Red Flags Rising podcast discuss their journey in building personal brands through podcasting.

Brent, a Principal and Chief Solutions Officer at Red Flags Rising Solutions, LLC, and Mike, a Partner at Morgan, Lewis & Bockius, share insights on using podcasting to create authentic connections, expand professional networks, and address timely industry topics. They emphasize the importance of quality, consistency, and having a genuine passion for your subject matter. The discussion also covers practical tips on choosing the right equipment, the benefits of LinkedIn for promotion, and the value of having a unique style that resonates with your audience. The episode underscores the impact of podcasting on establishing professional credibility and on driving business growth.

Key highlights:

  • The Power of Podcasting for Personal Branding
  • Building Connections and Community
  • Starting the Red Flags Rising Podcast
  • Creating Engaging and Practical Content
  • Promoting Your Podcast Effectively
  • Investing in Quality Equipment
  • Using Podcasts for Business Development

Resources:

Follow Brent and Mike on LinkedIn:

Brent Carlson

Mike Huneke

Follow Red Flags Rising on:

Website

Spotify

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YouTube

Compliance Podcast Network

Apple Podcast

Listen Notes

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Red Flags Rising

Red Flags Rising: S01 E36: How to Prepare for 2026 – The Fraud Diamond Framework (SM) Applied

Mike Huneke and Brent Carlson return for the new year with a refresher on The Fraud Diamond Framework (SM) introduced in Episode 34 and an explanation of how it would apply in practice as trade compliance professionals try to expect the unexpected in 2026. They discuss the importance of designing and implementing “compliance backstops” as geopolitical guardrails (01:47), how Stoic philosophy and the good work of Mo Bunnell (CEO and Founder of Bunnell Idea Group, author of Give to Grow) help build resiliency (03:40), review The Fraud Diamond Framework(SM) (05:57), describe how the framework can help trade compliance personnel to make and defend triage decisions (10:59), the implications of many trade compliance programs reaching a point in their evolution where they need to be able to demonstrate true integrity and effectiveness (13:45), the new 25% tariffs on certain semiconductors (14:38), and notable economic sanctions enforcement decisions related to lawyers’ advice or lawyers themselves (15:56). They conclude with Brent’s first Managing Up of 2026 (21:04).

Resources:

Brent’s email: brent@redflagsrising.com

Mike’s email: michael.huneke@morganlewis.com

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Red Flags Rising

Red Flags Rising: S01 E12 – End-Use and End-User Catch-Alls

In a timely episode discussing end-use and end-user controls and how the full definition of “knowledge”–to include “an awareness of a high probability”–runs through those controls, Mike starts by summarizing key developments on May 13, 2025, right before publication, specifically issuance that day of three key guidance documents by the U.S. Bureau of Industry & Security (BIS) on exactly these topics in the context of advanced computing integrated circuits, Huawei, Infrastructure as a Service (IaaS), and data centers (00:00). Mike and Brent then discuss the end-use and end-user catch-all provisions and why they are often overlooked (02:31), how those catch-all provisions apply to real-world scenarios (05:02), why the Entity List is best thought of as a “backstop” to the end-use and end-user provisions (08:21), what to do if a customer or counterparty ends up on the Entity List (10:34), the collective knowledge doctrine and its implications (15:12), how and where to draw the line in risk-based due diligence of distributors and resellers (16:45), the pros and cons of raising an advice of counsel defense (18:49), how boards of directors can best fulfill their duty of oversight (21:11), and the importance of periodic risk assessments that include the potential risks under the “high probability” standard (23:43). Mike and Brent then conclude with Brent’s recurring segment, “Managing Up” (26:48).

Resources:

The Three May 13, 2025, BIS Guidance Documents Related to Advanced Computing Integrated Circuits:

1. BIS Policy Statement

2. Industry Guidance

3. Guidance on General Prohibition 10

“The Blind Men and the Elephant”

Brent LinkedIn

Mike LinkedIn

Mike & Brent’s “Fresh Looks” Series

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Red Flags Rising

Red Flags Rising: S01 E05 – The Knowledge “Glass Onion” for U.S. Export Controls

Mike & Brent update listeners on the America First Trade Policy Section 4(c) Report Executive Summary (01:05) before previewing their forthcoming “Glass Onion” article in WorldECR magazine about the various layers of the “knowledge” standard under the U.S. Export Administration Regulations (03:18), including “actual knowledge” (07:23), “reason to know” (08:44), and “awareness of a high probability” (09:39). Mike & Brent then discuss relevant guidance from the U.S. Bureau of Industry & Security (12:44), parallels to U.S. Foreign Corrupt Practices Act enforcement (13:30), how the “high probability” standard is becoming the new national security enforcement paradigm (14:56), and key takeaways for trade compliance professionals (16:49) before wrapping up with yet another edition of Brent Carlson’s “Managing Up” segment (19:07).

Mike & Brent’s new “Glass Onion” article (subscription required): [link forthcoming!]

Resources:

Brent LinkedIn

Mike LinkedIn

Mike & Brent’s “Fresh Looks” Series