Covington regularly advises buyers, sellers and investors of all sizes in mergers and acquisitions, strategic alliances and joint venture transactions involving the aerospace and defense industries. To deliver integrated advice, our M&A deal lawyers work closely with colleagues in our other practices who focus on areas most relevant for our aerospace and defense clients such as government contracts, trade compliance, FCPA/anticorruption, antitrust, privacy and data security, other regulatory (including bioterrorism and public health matters), governmental affairs and crisis management.
In the defense sector, our attorneys also frequently counsel clients on matters related to the mitigation of foreign ownership, control or influence (FOCI) under applicable US national industrial security regulations. We have drafted, negotiated and assisted clients in implementing various corporate arrangements to mitigate FOCI with respect to U.S. government proscribed information.
We have particular expertise in dealing with “Exon-Florio” reviews administered by the Committee on Foreign Investment in the United States (“CFIUS”). For M&A transactions, we have been involved in four second-stage “investigations” of transactions in the past three years and have negotiated mitigation agreements that are among the toughest entered into by CFIUS. These types of representations often involve high-stakes commercial investments that present a myriad of issues, ranging from cutting-edge technology transfers to defense and homeland security contracting to novel compliance matters.
Many of our senior lawyers have served in key homeland and national security positions, including former Secretary of Homeland Security Michael Chertoff. A number of our deal lawyers have very high level security clearances enabling them to conduct specialized due diligence reviews, participate in classified discussions and provide relevant and practical legal advice to ensure that our clients’ deals execute key strategic objectives.
Representative Matters
- Aegis Research Corporation, a privately-held defense and intelligence contractor, in its sale to ManTech International Corporation.
- CVG Inc., a provider of secure, satellite-based communications solutions, in its acquisition by Integral Systems, Inc.
- Decisions Systems Technologies, Inc., a Section 8(a) defense contractor, in its sale to STG, Inc.
- Vulnerability Research Labs, LLC in the sale of its assets to Computer Science Corporation.
- The Goodyear Tire & Rubber Company in the sale of its Engineered Products Division to The Carlyle Group, and assisted post-closing with novation and other government contracting issues.
- Snow Phipps Group, LLC, a private equity firm, on its acquisition of ITS Holding Company (ITSolutions), a leading information technology services provider to U.S. government civilian, national security, and intelligence agencies which had consulted with over 19 government agencies and private companies and provided customers with expertise and solutions in the areas of program and project management, strategic planning, infrastructure operations, call center consulting and network engineering and operations; this work included a review of the government contracts held by ITSolutions.
- Stanley, Inc. in connection with national security and export control aspects of its $1.07 billion sale to CGI Group Inc.
- An acquisition of a military health-care systems contractor, including extensive due diligence concerning security clearance and privacy issues.
- Numerous privately-held companies engaged in government services in their sales to public companies.
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