Caroline Borushko – Comtech Telecommunications Corp.

Selling a small company that produces components and technology for satellites to foreign buyers draws scrutiny from U.S. government agencies, including the Departments of Defense, Justice and Treasury, because of national security concerns.

So, the proposed 2017 sale of such a company was one of more than 200 that Caroline Borushko reviewed that year. However, in this instance, the inter-agency Committee on Foreign Investment in the United States, or CFIUS, had initially issued a position paper saying that it lacked jurisdiction to review the sale.

Caroline Borushko | VP and Deputy General Counsel | Comtech Telecommunications Corp. v

Borushko, and her supervisors at the Department of Defense, where Borushko was serving as associate general counsel, weren’t convinced of that. They saw the deal was structured to conceal Russian control of the target company, which raised a red flag.

“That company for sale had some technologies that the U.S. government was very interested in,” Borushko recalls. “So, I worked with my client, and we started digging and doing the math to get at who would ultimately control the company.”

They found grounds to support CFIUS jurisdiction and Borushko wrote the successful Department of Defense rebuttal to the CFIUS stance that led to the cessation of the sale. Borushko’s efforts helped earn her the Exceptional Civilian Service Medal from the Defense Department’s office of the general counsel.

New role, same approach

Borushko won’t likely be providing the due diligence to help block the sale of sensitive technology in her new role as vice president and deputy general counsel for Comtech Telecommunications Corp. However, she is continuing her work to help protect and defend U.S. national security at the company that provides telecom and technology solutions for satellites as well as 5G communications solutions for 911, rescue services, and other commercial and government applications.

She joined Melville, New York-based Comtech in August after serving as general counsel for advanced defense systems for GKN Aerospace since May 2022—which was her second tenure with the company.

And Borushko knows what Comtech can expect from her.

“They’re going to learn that my values of courage and kindness have guided my personal journey and professional identity,” she says. “It’s important to me to mean what I say and say what I mean. Honesty and integrity are encapsulated by courage and kindness.”

Filtering the issues

While with the Department of Defense, Borushko also supported reviews of M&A of domestic defense contractors. In 2017, she helped resolve a potential antitrust issue related to Parker Hannifin’s acquisition of CLARCOR Inc., which manufactures filtration products.

As the sale was progressing, Borushko says Defense Department officials as well as leaders in the aviation industry were concerned. The deal would add PECOFacet filters owned by CLARCOR to Parker Hannifin’s holdings, creating a possible monopoly on filters used in aviation fuel, marine, environmental and general applications.

The potential antitrust implications hadn’t been noticed during the Department of Justice review of the acquisition, she says, so she worked with Pentagon staff as well as the Defense Logistics Agency, a combat support agency within the Department of Defense, to make the antitrust concerns known.

As part of completing the acquisition of CLARCOR, Parker Hannifin agreed to divest its global facet filtration business and sold it to Filtration Group Corp. in a deal that closed in April 2018.

“The deal was unwound, and the DOJ was grateful for our work on a complex issue,” Borushko says.

Patriotic efforts

The daughter of two Chinese emigres who met in the U.S. while studying at Sam Houston State University in Texas, Borushko says their experiences in China and assimilating into the U.S. have shaped her patriotic outlook and desire to protect and defend the nation.

Her parents remained in the U.S and her father worked for the Treasury Department while her mother worked with the CIA. As Borushko grew up in the Washington, D.C., area, she wanted to join the military, perhaps even become a member of the Judge Advocate General’s Corps.

Borushko earned her bachelor’s degree in psychology and cognitive science from the University of Virginia in 2000 and got married after graduating. She worked and raised two children and began attending Georgetown University Law Center part-time in the evenings. She earned her J.D. in 2007 and after graduating, served for a year as a judicial law clerk with the Superior Court of the District of Columbia.

Her work with the Department of Defense began in May 2009 when she became assistant general counsel with the Defense Logistics Agency. In September 2012, she took the same post with the Defense Advanced Research Projects Agency and remained at DARPA until July 2015.

She then became associate general counsel with the Office of the Secretary of Defense and also spent about half a year as general counsel for the Defense Innovation Unit. In May 2018, Borushko became general counsel for the Defense Technology Security Administration before joining Rolls-Royce as legal counsel in September 2018. Borushko’s private sector legal work also includes her work at GKN Aerospace and as senior manager at Raytheon Missiles & Defense.

“My new opportunity is more exciting than daunting,” Borushko says. “I always think people should view themselves as a leader and I enjoy coordinating across agencies and offices one relationship at a time.”

View this feature in the Vanguard Fall I 2023 Edition here.