Strategy & Transactions

We help clients win and grow. Our team provides strategic counsel at the intersection of business, contracts, and regulations — from charting growth plans to executing the transactions that achieve them.

Agency Relations

We know the value of customer relationships and help clients take their issues directly to the cognizant government decision-makers. Drawing on our roster of former government officials — procurement executives, inspectors general, suspension and debarment officials, and others — we identify the right level of entry, develop talking points and white papers, obtain meetings with key officials, and follow through to achieve results.

Represented an overseas construction company in negotiating final completion of a large U.S. embassy. By persuading senior agency officials to separate the legal issues from acceptance, we obtained substantial completion and allowed the client to focus on the punch list without further delay.
When an NGO was suspended and the government stopped paying invoices — placing existential pressure on the client — we persuaded senior agency officials that recommencing payments was necessary to keep vital programs running, buying time to transfer dozens of grants and thousands of employees to another NGO.
For a client emerging from contentious bid protests and a False Claims Act investigation, developed a comprehensive strategy addressing both the legal issues and communications across the agency, regaining the customer's trust and support.

Congressional Affairs & Public Policy

We help clients engage directly with Congressional and Executive Branch decision-makers to advance legislative and policy priorities. With years of Capitol Hill experience and relationships with Members of Congress, senior Congressional and White House staff, and other high-ranking officials, we provide end-to-end support — securing meetings with key legislators and committees, drafting testimony, crafting white papers, and building coalitions. We understand the nuances of the legislative process, from appropriations to investigations, and combine strategic planning with actionable advocacy.

Led federal government relations for an industry trade association before the Senate and House Armed Services Committees, the Senate Banking and House Financial Services Committees, and the U.S. Treasury Department on national defense policy and anti-money-laundering regulation.
Led outside Congressional relations for an 85,000-member organization's work with the House and Senate Judiciary Committees on legislation concerning intellectual property, antitrust, and artificial intelligence.
Prepared numerous C-suite executives for televised Congressional hearings and interactions with Members of Congress and senior committee staff on issues ranging from export controls to major infrastructure incident response.

Foreign Military Sales

We advise U.S. defense contractors and foreign governments on the legal and strategic issues surrounding Foreign Military Sales, Foreign Military Financing, and Direct Commercial Sales. Our experience spans qualification standards, structuring and negotiating offset arrangements, coordinating transaction financing, obtaining export control licenses, and avoiding violations of anti-boycott and anti-bribery regimes. Our resources include a former General Counsel of the Defense Security Cooperation Agency.

Advised a major aerospace company in structuring a Direct Commercial Sale to comply with U.S. content requirements and qualify for Foreign Military Financing.
Represented the Republic of Korea's Defense Acquisition Program Administration in defending a lawsuit involving an offset program on the F-35 program.
When an aircraft manufacturer sought to sell aircraft to a Middle Eastern country using FMF, analyzed aircraft components for Buy American status and organized meetings with the Defense Security Cooperation Agency, enabling a large acquisition approved by Congress.

Growth Strategies

We help clients build actionable plans for growing their government business — through M&A transactions, strategic partnerships, and portfolio reshaping. We begin with targeted discussions with business leaders to understand existing capabilities, market position, and desired adjacencies. We then review existing contracts and winning and losing proposals, and combine that knowledge with our deep understanding of government customers, acquisition pipelines, and competitors. The result is an integrated set of recommendations — grounded in facts, data, and insight — for near-term and long-term growth, whether that means strategic investments, divesting contracts and assets, or building the compliance infrastructure needed to scale.

Assisted a State Department contractor seeking a USAID footprint: identified potential acquisition targets, approached them, negotiated terms, and completed the transaction.
When a client lost the competition for an OASIS contract, identified contract holders that had been unsuccessful in capturing task orders and negotiated an acquisition of assets and the related novation.
Helped a Fortune 100 energy company divest a half-billion-dollar line of energy savings performance contracts — preparing the business line, developing marketing materials, identifying buyers, and facilitating discussions.
Assisted a large pharmaceutical company that had acquired a government contractor for its intellectual property in divesting the contracts that did not fit its strategy, placing them with industry contacts on favorable terms.

Intellectual Property Protections

Intellectual property is the lifeblood of many contractors — and the government maintains broad interests in data and IP produced for and during contract performance. We help contractors protect their intellectual property through standard contracts, End-User License Agreements, Master Subscription Agreements, and internal guidance on marking requirements, and we counsel organizations on best practices for protecting IP and data when working with a government customer. (For enforcement actions, see Intellectual Property Disputes under Disputes & Enforcement.)

Assisted a client in establishing commercial-item status for its software and products, enabling use of its commercial licensing agreement and avoiding technical data rights clauses.
For many clients, developed strategies and guidance for protecting IP rights vis-à-vis the government — identifying funding sources for the IP, negotiating appropriate clauses, and ensuring proper marking to preserve rights.

Joint Ventures and Teaming Agreements

Our creative, strategic approach to teaming agreements, joint ventures, and tactical alliances has helped dozens of organizations achieve long-sought business goals. We also guide clients through the tangential issues these arrangements raise, including SAM registration; state, federal, and foreign taxation; intellectual property; export controls; non-disclosure agreements; and antitrust requirements.

Assisted an international contractor in developing a joint venture approach with local partners in dozens of countries to qualify for U.S.-person status while utilizing host-country licenses.
Negotiated teaming agreements for dozens of clients to ensure subcontractor revenue sharing.
Crafted a joint venture agreement between a U.S. and a foreign contractor that segregated classified components of the work to ensure both competitiveness and compliance.

Mergers and Acquisitions

We understand government contractors and the complex regulatory processes that govern every aspect of their business — and we bring that expertise to structuring transactions that minimize risk and maximize value. We draft and negotiate transaction documents for game-changing mergers, acquisitions, divestitures, spin-offs, and tactical tuck-ins. Because transferring government contracts often requires government reviews and approvals — particularly where security is implicated (FOCI, CFIUS, security clearances, export licenses) — we identify deal-specific risks early, engage government officials to facilitate smooth reviews, and prepare the necessary filings.

Represented a Top 20 services contractor in a string of acquisitions that tripled the company's size in seven years.
Represented Lindsay Goldberg in the sell-side transaction of PAE, a $2 billion defense services contractor, to Platinum Equity.
Provided government contracts due diligence and transaction documentation advice for PAE's successful purchase of USIS after the latter's contracts were default-terminated following a massive cybersecurity incident.
Provided government contracts and national security counseling to a publicly traded foreign company in its $1+ billion acquisition of a U.S. defense contractor.

Novations

We structure asset purchases to maximize the likelihood that the government will approve novating contracts from seller to buyer. We engage government attorneys and contracting officers early in the process so that concerns are anticipated and addressed and approvals are granted expeditiously. Because many transactions are designed to acquire past performance, we also structure deals to facilitate the government’s explicit recognition of past-performance transfers.

Managed dozens of asset sales and related contract novations, collectively valued at several hundred million dollars, without a single government denial.
Represented one of the largest NGOs in the divestiture and mass novation of 250 contracts, grants, and cooperative agreements after the entity was suspended and on the brink of bankruptcy.
Managed a competitive auction of portfolio assets — including hundreds of government contracts — with 52 competitors, assisting the client in down-selecting bidders, choosing the acquirer, negotiating terms, and obtaining government approval for the novations.

Regulatory Affairs & Advocacy

Navigating the regulatory environment demands more than compliance — it requires foresight, adaptability, and strategic engagement with key agency stakeholders. Our team, which includes former agency officials and regulatory experts, helps clients anticipate regulatory changes, weigh in on rulemaking processes, and challenge legally deficient regulatory regimes following the Supreme Court’s landmark overturning of Chevron deference. Whether addressing immediate concerns or planning for the future, we take a results-oriented approach to achieving meaningful regulatory outcomes.

Represented an industry trade association in advocating against increased regulation before agency officials commissioned by Congress to study and recommend regulatory needs. By identifying the right officials and presenting the salient data, we persuaded the agency to adopt our position in its report to Congress.

Small Business, 8(a), and ANCs

We represent dozens of small business contractors in navigating the Small Business Administration’s unique rules and opportunities — forming entities, maintaining eligibility, structuring affiliations with larger contractors, and preparing for transactions. We also work with Native American- and Alaska Native-owned contractors to help shape agency set-aside procurements. This practice is led by the former Chief Executive Officer, President, and Chief Legal Officer of a large Alaska Native Corporation.

Negotiated over 100 contracts in vendor, investment, subcontractor, and government relationships for small businesses.
Assisted an ANC in generating $50 million in incremental revenue after divesting two multi-family assets.
Advanced relationships between Alaska Natives and commercial industry by negotiating and drafting the legal documents completing a historic multi-billion-dollar agreement between several Alaska Native Corporations and a major oil and gas company.