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Corporate transactions involving companies holding government contracts present a unique set of considerations that can significantly impact the ultimate success or failure of those transactions. Crowell & Moring offers a rare combination of experienced transactional lawyers, government contracts lawyers, and regulatory lawyers in a single law firm. This distinctive teaming of skills and experience allows us to effectively and efficiently offer our government contracts clients a comprehensive approach to purchase and sale transactions, minority investments, joint ventures, and other transactions.

As a law firm, we believe we have an unmatched appreciation and understanding of the unique regulatory and business issues that confront government contractors. We have the resources and experience to handle transactions of all sizes. We are committed to a strategic partnership approach to meet clients' objectives and needs first and routinely partner with other outside advisors.

M&A Transactions

We offer one-stop, full service representation for all aspects of M&A transactions. We have extensive experience assisting both buyers and sellers in mergers and acquisitions involving government contractors (including both prime contractors and subcontractors and other downstream suppliers to government contractors). From start to finish, we help clients structure, document, negotiate and close the transaction. We also conduct due diligence throughout the process (with notable proficiency in government contracts and international trade issues) and assist in obtaining necessary governmental approvals, clearances, and novations. We efficiently structure our representation with a team of practitioners that are strong in the relevant subject areas to address the complex web of government regulations and approvals as well as any other legal issues. With knowledge across the whole range of government contract issues, we are well suited to evaluate the target company's government business in the due diligence process and identify non-obvious (but very real) areas of risk. Finally, we can handle the full range of post-closing integration issues, including preparing and processing novation agreements, change-of-name agreements, cost and rate structures, general counseling, and addressing employee retention and key personnel matters. Some diligence issues impacting buyers and sellers in M&A transactions involving government contractors include:

  • Audits and investigations
  • Assignment and novation
  • Bonds and guarantees
  • Cost and pricing issues
  • Classified information
  • Cybersecurity and information safeguarding
  • Data rights
  • Foreign investment/CFIUS
  • GSA schedule compliance
  • Intellectual property
  • Inverted domestic rules
  • Organizational conflicts of interest
  • Responsibility and performance
  • Security clearance issues
  • Service Contract Act
  • Small business matters
  • Supply chain

Joint Ventures and Teaming Agreements

We frequently pair with our leading Government Contracts Group on specialized contracts. Together, we provide wide-ranging capabilities for agreements relating to defense companies and other government contractors in negotiating, interpreting, amending, and assigning agreements with the U.S. government, state and local governments, prime contractors, and subcontractors. Further, we frequently assist companies in establishing teaming agreements related to contracting with the government. Our experience includes addressing confidentiality and organizational conflicts of interest and issues before exchanging any proprietary information and data such as technology, pricing information or intellectual property and know-how. Among the cutting-edge issues on which we have experience in the context of teaming agreements, joint ventures, and strategic alliances are the following:

  • CAS disclosure and compliance
  • Risk allocation
  • Governance issues
  • Ethics and code of conduct
  • Indemnification
  • Assignability
  • Termination
  • Ownership and treatment of IP and data rights
  • Non-solicitation/non-competition
  • Federal, state, and foreign taxation
  • Intellectual property
  • Export control
  • Defective pricing
  • Foreign Corrupt Practices Act compliance
  • Dispute resolution
  • Mentor-protégé joint ventures
  • SBA compliance
  • Antitrust, including Hart-Scott-Rodino requirements and exclusive dealing issues

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Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, and transactional and corporate matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion.

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