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Aerospace, Defense and Security

Our aerospace, defense and security group advises major international and domestic clients from both the public and private sectors, including leading suppliers of defense systems, products and components and global integrated security companies as well as defense and IT service providers.

The sector continues to feel the impact of global economic headwinds, rebalancing from West to East and the end of the procurement spike caused by the conflicts in Iraq and Afghanistan. In the United States, budget sequestration has constrained defense spending and European defense budgets also seek to achieve “more for less”. Among other issues, this manifests itself in greater desire to use commercial off-the-shelf products where possible, to harness the innovation of the civilian sector and a greater willingness among procurement participants to challenge processes with adverse results.

We work with clients on a wide range of matters and issues, including mergers, acquisitions, joint ventures, and other collaborative arrangements (e.g., teaming, joint marketing agreements), outsourcing and procurement projects, litigation and disputes down the supply chain, procurement challenges and reviews, and export control laws and regulations.

We have a particular expertise in advising clients on and structuring the various approaches for participating in cross-border defense markets. Specifically, in the M&A arena, we act often with respect to cross-border acquisitions of defense and security firms and advise clients on the unique issues incident thereto. We advise and assist clients on obtaining government regulatory approvals for such foreign acquisitions, including seeking approval from the Committee on Foreign Investment in the United States pursuant to the U.S. Exon-Florio statute and advising on conditions and covenants relating to List X status. When clients seek to acquire classified businesses on a cross-border basis, we also assist clients in putting in place necessary mitigation arrangements, including proxy agreements and deeds of covenant in relation to governance, special security agreements and the like, pursuant to industrial security laws and regulations and in structuring their governance and operations to comply with such arrangements.

We also appear on behalf of clients regularly before Ministries of defense and other regulatory bodies on these and other matters, and in some cases have assisted Ministries on a range of issues.

In the procurement arena, we have handled all nature of issues at national and sub-national levels, ranging from bid protests/procurement challenges to assisting clients submitting bids in response to requests for procurement, to internal investigations of potential violations, the negotiation of consent decrees and agreements to avoid debarment with appropriate regulatory authorities, and counselling on a range of issues (from commercial buying to data rights issues to conflicts of issues and the structuring of firewall arrangements and the like to address such issues. We also advise regularly on the Single Source Contract regulations and seek to work with the SSRO to shape interpretation of this new area of law.

We have a team of experienced lawyers in the range of issues that directly and materially affect the aerospace, defense and security sector, including: antibribery and corruption legislation; antitrust and competition issues, which often arise in the consolidated defense and aerospace marketplace; domestic content legislation such as the Buy America Act and Berry Amendments, intellectual property and data rights (including the particular intricacies of this area of law in the defense sector), priority allocation systems in the U.S., UK, and elsewhere, and relevant treaties and other international agreements concerning the foregoing, Our team includes experienced personnel who have served in senior government positions.

Recent experience includes:

  • advising a worldwide aerospace provider on compliance with EU export control legislation and in respect of the export of specific military and “dual-use” items
  • handling challenging competition and antitrust issues on major defense acquisitions in a highly consolidated defense market area;
  • advising the Board of Directors of a foreign-owned, classified U.S. business on a regular basis;
  • working with a major private equity firm on due diligence and negotiation of agreements with respect to the acquisition of major aerospace and defense components firms;
  • leading and project managing a global disposals program for a multinational integrated security company.

We understand the intricacies of this sector and deliver clear, straightforward advice - wherever you are based.

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