Covington frequently represents buyers, sellers, and investors in corporate transactions involving government contractors and subcontractors.
Our team of Government Contracts lawyers conducts due diligence, advises senior management and potential investors on regulatory risks associated with a proposed transaction, and facilitates cooperative solutions to protect our clients’ interests. We offer our clients regulatory expertise and perspective to better appreciate the specialized laws that apply to a given contractor’s operations.
For M&A and other transactions, we form interdisciplinary teams of corporate and regulatory lawyers to address due diligence, regulatory approval, and other issues that arise with the purchase or sale of a contractor. For example, purchases of US businesses by foreign entities often raise special concerns under these circumstances, we work with our International Trade and National Security practices on Council on Foreign Investment in the United States (“CFIUS”), Freedom of Information Commission (“FOIC”), and trade controls issues that have a government contracts dimension, as well as contract novation or security clearance issues that may be arise.
Purchases of government contractors in the health services, information technology, and financial services industries are likely to present privacy issues that implicate the expertise of our Privacy & Data Security practice. For purchases of life sciences companies or products, which raise unique issues of regulatory and pricing compliance, we draw upon the expertise of our Health Care practice.
We also have extensive experience helping clients negotiate joint ventures, teaming agreements, subcontract agreements, and cooperative research and development agreements (“CRADAs”), as well as other specialized agreements. We advise prime contractors and subcontractors about the applicability and impact of FAR clauses in their contracts.
Representative Matters
- Handled all aspects of a client’s acquisition of a military health-care systems contractor, including extensive due diligence concerning security clearance and privacy issues.
- Handled all aspects of a private equity client’s acquisition of a leading information technology services provider to U.S. government civilian, defense, and intelligence agencies, and all aspects of the company’s subsequent acquisition of complementary businesses in the government contracting space.
- Regulatory counsel to a leading data security company during its sale of a government contracting subsidiary with significant intelligence community operations, addressing security clearance, export control, and contracting matters.
- Regulatory counsel during a private equity client’s acquisition of an overseas operations and contingency contractor to the Department of Defense and the Department of State, including a review of the contractor’s pipeline of business, an assessment of outstanding claims and disputes, and a review of the contractor’s compliance system.
- Conducted a systematic post-closing review and risk analysis of a portfolio of U.S. government contracts held by a client’s newly-acquired subsidiary.
- Advised a client on U.S. government contracts and antitrust issues presented by possible sale to competitor.
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