CAPITAL MARKETS TRANSACTIONS

Our practice draws on our extensive experience in both the government contracts and corporate arenas.  Capital markets transactions involve complex issues of federal government contracts and federal appropriations law, federal preemption, and state laws governing security interests and perfected liens.  The issues may be implicated through the federal government's right to terminate contracts for convenience, exercise options, and invoke set-off rights.  Among other governmental rights and powers are anti-assignment restrictions, questions of agency authority and delegation, the scope of agency guarantees, the nature of the government's payment obligations, potential government defenses to enforceability, and the full faith and credit of the United States.  Our experience covers advice and representation in securities offerings backed by payment streams under government contracts and both stock and bond offerings issued by government contractors.

Our experience includes preparing opinion letters for issuers, underwriters, and rating agencies, including Standard & Poor's and Moody's, negotiating agreements with underwriters, assisting investment banks in evaluating risk involving government contracts, advising on federal procurement and appropriations law and federal budget issues, and advising on the scope of US government obligations and guarantees.