Government Contractor Acquisitions and Mergers

Steptoe has advised both buyers and sellers in connection with the acquisition and divestiture of government contract businesses.  We have assisted in the performance of due diligence and reviewed transactional documents from a government contracts perspective.  We have counseled our clients on transitioning issues in connection with business combinations, including requirements for and preparation and submission of novation agreements, transitioning of proposals, and changes in size status.  In conjunction with our Corporate, Securities & Finance Group, Steptoe has represented buyers and sellers in the preparation and negotiation of transactional documents in connection business combinations involving government contractors.  Together with our colleagues in the CFIUS Foreign Investment Review team, we have also assisted clients with Committee on Foreign Investment in the United States (CFIUS) and Defense Security Service National Industrial Security Program (NISP) compliance requirements, including crafting Foreign Ownership, Control, or Influence (FOCI) and CFIUS related compliance plans and resolutions.  We also draw upon the expertise of our Antitrust & Competition Group to advise our clients on antitrust issues.  Finally, our practice involves representing clients in disputes arising from business combinations.  

Representative Matters

  • Steptoe acted as special government contracts counsel in business combinations involving government contractors.  This has included conducting government contracts due diligence for several support services contractors and advising on issues identified in that process; advising clients on government contract considerations relevant to the form and structure of acquisitions; and drafting and advising on government contract related representations, warranties and other terms and conditions in transactional documents.  
  • Steptoe’s corporate team represented a technology-driven engineering services firm in connection with the acquisition of an advanced systems engineering, cyber security and mission support services contractor to the US government.
  • Steptoe has advised a number of different clients on the requirements for novations of US government contracts in connection with business combinations involving government contractors.  We have assisted those clients in obtaining novations, where necessary, and, in other cases, in persuading government agencies that novation was not necessary following a merger, acquisition or corporate restructuring. 
  • Steptoe defeated a government motion to dismiss an appeal  before the ASBCA where the Government contended that the contract was void under the Anti-Assignment Act based on an  alleged assignment of a contract to a  “joint venture.”  Great Lakes Dredge & Dock Co., LLC, ASBCA Nos. 53929, 54266 (2004).
  • Steptoe represented a major aerospace and defense contractor in an arbitration and mediation in a dispute with the former owner of a defense business that had been acquired by our client.  The dispute involved the allocation of certain the state tax refunds under the applicable transactional documents. 

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