Regulatory & Business Strategies

We help optimize strategies by navigating the intersection of business, contracts, and regulations.

Agency Relations

We know the value of customer relations and help clients take their issues directly to the cognizant Government decision-makers. We maintain a roster of former Government officials – Procurement Executives, Inspectors General, Suspension and Debarment Officials, and others – to refine agency relations strategies. This includes identifying the right level of entry, developing talking points and white papers, obtaining meetings with key officials, and following through to achieve results.

Represented an overseas construction company to negotiate final completion of a large U.S. embassy. The agency was delaying acceptance due to concerns over multiple ongoing investigations and threats of hundreds of millions of dollars in claims. Through negotiations with senior agency officials, we succeeded in separating the legal issues and obtaining substantial completion, allowing the client to focus on the punch list without further delays.
When an NGO was suspended due to fraud and false statements, the Government stopped paying invoices per the grant terms, placing existential financial pressure on our client. We persuaded the senior agency officials that recommencing payments was necessary to avoid its vital programs from “going off a cliff.” This gave us time to transfer dozens of grants and thousands of employees to another NGO.
In one situation, a client had been involved with multiple contentious bid protests (with another firm) followed by a False Claims Act investigation. We recognized the risk that the client could lose the support of their primary customer and face the loss of contracts and possible suspension. We developed a comprehensive strategy to address not only the legal issues but also the important communications across the agency, in a way that regained the customer’s trust and support.

Bid Protests

We have protested or defended hundreds of contract awards at the Court of Federal Claims, Government Accountability Office, and agency level. Our multidisciplinary team of attorneys and accountants bring an integrated approach to analyzing bid protest issues, and we have an effectiveness rate much higher than GAO’s published rates. Some of our most successful protests have been resolved through voluntary corrective action.

Successfully “flipped” $1.2+ billion contract from an awardee to our client based on significant errors in the award process.
Successfully defended State Department award of $1 billion contract for Iraq embassy operations.
Persuaded agency to abandon use of LPTA method for procuring $2 billion in global consulting services based on argument of vague technical standards and non- binding prices.
Successfully defended award to our client from challenges by three competitors, persuading the agency to override the automatic stay of contract performance, and then successfully defended the override before the U.S. Court of Federal Claims, ultimately prevailing on the merits.

Foreign Military Sales

We advise both U.S. defense contractors and foreign governments on navigating legal and strategy issues around Foreign Military Sales, Foreign Military Financing, and Direct Commercial Sales. We have extensive experience assisting clients to navigate the pertinent legal authorities and qualifications standards, structuring and negotiating offsets arrangements, coordinating financing for transactions, obtaining necessary export control licenses, and avoiding violations of anti-boycott and anti-bribery regimes. We count among our resources a former General Counsel of the Defense Security Cooperation Agency.

Advised a major aerospace company in structuring a DCS transaction to comply with U.S. content requirements and qualify for FMF.
Represented the Republic of Korea’s Defense Acquisition Program Administration in defending against a lawsuit involving an offset program on the F-35 program.
Advised a large defense manufacturer in securing financing payments under an FMS contract based on interpretation of the intersection of U.S. government contracts and appropriations law.
When an aircraft manufacturer wished to sell aircraft to a Middle East country using FMF, we assisted in analyzing aircraft components for Buy American status. We then organized meetings with the Defense Security Cooperation Agency to present our analysis and assist in gaining approval for FMF. Our analysis enabled a large acquisition that was approved by Congress.
When a Central American government was the target of a ransomware attack, the State Department engaged our client to assist in strengthening the cybersecurity systems across the foreign agencies. We worked with the State Department on intergovernmental relations to enable and scope the work while minimizing risks for our client. This involved extensive negotiations through translators that led to a win-win framework.

Growth Strategies

We help clients develop actionable plans for growing government contracting business lines, including through M&A transactions and strategic partnerships. This starts with targeted discussions with business leaders to understand existing capabilities, market positions, and desired adjacencies, followed by a review of existing contracts and winning and losing proposals, and then combining that information with our deep knowledge of government customers, acquisition pipelines, and competitors. We also work with legal departments to identify compliance needs necessary for scalability. We then deliver a comprehensive set of integrated recommendations for achieving the client’s business goals, such as reshaping contract portfolios through strategic investments or divesting contracts and assets, or prioritizing and navigating compliance obligations to position the client for growth. We emphasize cost- effective and realistic steps — grounded in facts, data and insights — to provide a plan for both near-term and long-term growth.

Assisted a State Department contractor that wished to gain a USAID footprint to identify potential acquisition targets. Then approached those targets, negotiated the terms, and completed the transaction.
When a client lost the competition for an OASIS contract, we identified contract holders that had been unsuccessful in capturing task orders and helped negotiate an acquisition of assets and the related novation.
A large pharmaceutical company purchased a government contractor for specific intellectual property and then wished to divest contracts that did not fit its strategy. We assisted in shopping the contracts to our contacts in the industry and offloading them on favorable terms.
When a Fortune 100 energy company wished to divest a half-billion-dollar line of energy savings performance contracts, we helped prepare the business line for divestiture, prepared the materials to market the line, identified buyers, and facilitated discussions.

Intellectual Property Protections

Intellectual property is the lifeblood of many contractors, and, at the same time, their government customers are often the most egregious in stealing that IP. We help contractors protect intellectual property rights through standard contracts, End-User-License Agreements, Master Subscription Agreements, and internal guidance on marking requirements, and enforcement actions against the government and competitors. With competing demands for innovation, transparency, and public investment, government contractors face unique challenges at the intersection of intellectual property and federal procurement policy because the government maintains broad interest in data and intellectual property produced for and during the performance of a government contract. We counsel organizations on best practices for protecting their intellectual property and data when working with a government-client and represents organizations to enforce or protect these rights.

Represent a small business contractor in bringing a claim against the Federal government for IP theft, including litigating the matter to the Federal Circuit Court of Appeals.
Assisted a client in creating commercial item status for its software and products to utilize its commercial licensing agreement and avoid technical data rights clauses.
For many clients, develop strategies and guidance for protecting IP rights vis-à-vis the government, including identifying sources of funding for the IP, negotiating appropriate clauses, and ensuring proper marking of documents to protect rights.

Joint Ventures and Teaming Agreements

Our creative and strategic approach to teaming agreements, joint ventures, and tactical alliances has helped dozens of organizations achieve long-sought business goals and growth through the structuring of these relationships. In addition, we have successfully helped clients traverse tangential issues that arise with these arrangements, including the U.S. Government’s System for Award Management registration; state, federal, and foreign taxation; intellectual property; export control; non-disclosure agreements; and anti-trust requirements.

Assisted an international contractor to develop a joint venture approach with local contractors in dozens of countries to qualify for U.S. person status while utilizing host-country licenses from local partners.
Assisted dozens of clients in negotiating teaming agreements for subcontractors to ensure revenue sharing.
Crafted a joint venture agreement between a U.S. and a foreign contractor that segregated classified components of work to ensure competitiveness and compliance.

Mergers and Acquisitions

We uniquely understand government contractors and the complex regulatory processes that govern all aspects of their business, and we bring that expertise to bear in structuring transactions to minimize risk while optimizing value realization. We have extensive experience drafting and negotiating transaction documents for “game changing” mergers, acquisitions, divestitures, spin-offs, tactical “tuck ins,” and other transactions. We work with clients to understand their priorities and ensure proper drafting to maximize the success of a transaction. Additionally, transferring government contractor businesses and contracts often requires government reviews and approvals, particularly where there are security implications (e.g., FOCI, CFIUS, security clearances, export licenses). We help our clients navigate these processes by identifying common pitfalls and likely deal-specific risks, reaching out to government officials to facilitate smooth reviews and approvals, and preparing necessary filings.

Represented a Top 20 services contractor in a string of acquisitions that tripled the company’s size in seven years.
Represented Lindsay Goldberg in sell-side transaction of PAE, a $2 billion defense services contractor, to Platinum Equity.
Provided government contracts due diligence and transaction documentation advice for PAE’s successful purchase of USIS when the latter’s contracts were default terminated by the Office of Personnel Management following a massive cybersecurity incident.
Represented strategic investor in connection with a potential $1 billion bid to acquire technology and government services business from publicly-traded companies.
Provided government contracts and national security counseling to a publicly-traded foreign company in $1+ billion acquisition of U.S. defense contractor.

Novations

We help clients structure asset purchases to maximize the likelihood that the government will approve novating (i.e., transferring) a contract from one contractor to another. We interface with government attorneys and contracting officers early in the process to ensure that any government concerns are anticipated and addressed so that novation approval can be granted expeditiously. Since many transactions are designed to acquire past performance to create an advantage for future contracting opportunities, we also help structure transactions to facilitate the government’s explicit recognition of past performance transfers.

Managed dozens of asset sales and related contract novations, collectively valued at several hundred million dollars, without a single government denial.
Assisted an international contractor in buying its main rival’s assets and novating over all contracts in such a way as to properly avoid indirect rate caps.
Represented one of the largest NGOs in divestiture and mass novation of 250 contracts, grants, and cooperative agreements after that entity was suspended and on the brink of bankruptcy.
Managed competitive auction of portfolio assets — including hundreds of government contracts — with 52 competitors, assisted client in down-selecting competitors, choosing the acquirer, negotiating transaction terms, and obtaining government approval for novations.

Small Business, 8(a), and ANCs

We represent dozens of small business contractors in navigating the Small Business Administration’s unique rules and opportunities. This include forming corporations, understanding rules, developing affiliations with larger contractors, and preparing for transactions. We also work with Native American- and Alaska Native-owned contractors to help shape agency set-aside procurements. Clients benefit from our seasoned approach to structuring business entities to utilize these special contracting opportunities. This practice is led by the former Chief Executive Officer, President, and Chief Legal Officer of a large ANC.

Negotiated over 100 contracts in vendor, investment, subcontractor, and government relationships for small businesses.
Assisted ANC in generating $50 million in incremental revenue after divesting two multi-family assets.
Assisted with an $8 million single-year EBITDA improvement by advising on the implementation of $2.6 million in cost savings.
Helped drive a $100 million surge in the size of a client’s investment portfolio by negotiating investment transactions, advising on stabilization efforts for multiple companies, and overseeing the utilization of outside counsel.
Advanced relationships between Alaska Natives and commercial industry by negotiating and drafting legal documents in completing a historic multi-billion-dollar agreement between several Alaska Native Corporations and a major oil and gas company.