Combining our experience in government contracts regulation and enforcement with the firm's broad-based corporate practice enables us to assess risk and the potential for material liability, as well as hidden value, in mergers, acquisitions, business combinations and restructurings, and capital markets transactions involving companies engaged in government business. For government contractors, engaging in corporate transactions can raise complex federal regulatory and contractual requirements, which, interpreted through decades of case law precedent and enforced through changing administrative policies, priorities, and practice, can lead to significant cost disallowances, civil and criminal exposure, and even suspension or debarment from government contracting. These issues include corporate law; intellectual property; real estate; employment; limitations on foreign ownership of government contractors; small business issues; organizational conflicts of interests; anti-assignment provisions; and the federal government's right to terminate for convenience, exercise options, and invoke set-off rights.
Our attorneys conduct due diligence inquiries and draft and negotiate key provisions in transaction documents to secure protection for, and minimize risk to, our clients. We help would-be acquirers identify and evaluate whether, for example, intellectual property rights (often the principal assets of target companies) have been compromised by reason of government funding. We work with companies making strategic or financial acquisitions in such industries as information technology, aerospace and defense, defense electronics, communications, professional and technical services, and biotechnology.