Government Procurement, Mergers, Acquisitions, Due Diligence & Novations

Our Government Procurement Mergers, Acquisitions, Due Diligence & Novations Practice is an integral part of the acquisition due diligence process. We identify and evaluate due diligence issues, advise on the transaction’s impact on existing or future government contracts, assist in the preparation of the purchasing documents, and determine if a novation, Exon-Florio, or Foreign Ownership Control and Influence filing is required.

Whether you are the target or the acquirer, we can assist you in identifying those issues that could trigger a claim under the indemnification clause of the purchase agreement or have a significant adverse impact on the acquired company, such as:

Compliance with various government contracting laws and regulations, such as the Truth in Negotiations Act, Cost Accounting Standards, the Service Contract Act, the Procurement Integrity Act, anti-bribery laws, export controls laws and regulations, domestic sourcing requirements, and specialty metals restrictions
Facts or circumstances that would trigger a requirement to make a mandatory disclosure to the government
Facts or circumstances that would cause the target’s government contracts to be terminated for default or otherwise adversely impact the target’s ability to receive government contracts post-acquisition
Any past investigations or civil or criminal conduct that would potentially cause the acquired company to be suspended or debarred from federal government contracting

We are often retained by other law firms to perform due diligence when a business with significant government contracts is being acquired. We ask the right questions to help determine the target business’ stability and to aid in alleviating risk. We draft the government contract-related provisions of the purchase agreement to include applicable government contract-related representations and warranties.

We also can assist you post-acquisition in pursuing a novation or providing the government with other required notices. For example, when a client acquires a small business, we assist the client in assessing whether the target will continue to qualify as a small business post-acquisition and, if not, we assist the client in providing the government with notice of its change in small business size status. Additionally, we offer counsel on the transfer of security clearances and export control registrations and licenses to the new company post-acquisition.