Business & Corporate

BLOG: Government Contractor Acquisitions and Clearances: Deal Structure Matters

October 11, 2019
By Megan C. Connor and Kathryn L. Hickey
Our Corporate and Government Contracts attorneys often counsel contractors interested in acquiring an entity with a clearance or assets used on a classified contract. The clearance is a consideration in the transaction that cannot be overlooked. Indeed, the clearance is often one of the seller's most important "assets." Buyers and sellers alike should be aware of the National Industrial Security Program Operating Manual ("NISPOM") requirements.
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BLOG: Special Considerations When Forming a Medical Professional Services Company

October 9, 2019
By David T. Shafer and Francis G. Massaro
While it is often thought that forming a business is a simple process accomplished by filing formation documents provided by a jurisdiction's Secretary of State (or equivalent), actual compliance with a particular jurisdiction's corporate and/or limited liability company law provisions requires further analysis. For many types of professional services businesses, most states require such professional services businesses to organize as professional corporations ("PCs") or professional limited liability companies ("PLLCs"), which impose additional organizational requirements. Professional services businesses are often categorized by jurisdictions as those businesses that require additional licensure to perform the services associated with the business, such as medical service providers, engineers, architects, accountants, and attorneys. For medical services PCs and PLLCs in Virginia and Maryland, these requirements which often relate to various licensing requirements, can complicate establishing professional services companies and expose owners, officers, and employees to additional risk and liability.
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BLOG: Why Government Contractors Should Know About the Delaware LLC Division Statute

August 20, 2019
By Kathryn L. Hickey
Relatively often in the government contracting industry a business finds itself in the position where, for one reason or another, it needs to split, fracture, or otherwise reorganize its operations by separating one line of business or division into a separate entity. When prime federal contracts are transferred from one entity to another, it often necessitates a novation agreement with the contracting government agency. Many government contractors discover the novation process to be relatively lengthy and burdensome, with the potential to delay or hinder the ultimate business objectives, and traditional corporate restructurings can be cumbersome and inefficient. The Delaware Limited Liability Company Act (DLLCA) LLC Division Statute provides a potential streamlined path to entity reorganization.
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BLOG: Trends in Mergers and Acquisitions

July 22, 2019
By Francis G. Massaro
Trends in Mergers and Acquisitions"What's market?" is an important question for the buyer and seller to ask in a merger and acquisition (M&A). Along with counsel from a skilled M&A attorney, having a basic understanding of what terms are typical in the current M&A market will help businesses that are in the market to buy or sell a business (1) better analyze the reasonableness of specific terms offered by the other side and, if an offered term is not typical, have the necessary insight to (2) counter with better terms or to (3) take a more aggressive stance on another term. Businesses whose management teams are equipped with a basic understanding of M&A deal terms can easily work with M&A counsel to more effectively and efficiently identify deal terms and strategies that are ideal for their business needs.
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BLOG: How Government Contractors Can Take Advantage of CPARS Trends to Win (and Maintain) Federal Contracts

July 19, 2019
By Samuel S. Finnerty
On July 18, 2019, the Professional Services Council hosted an important event covering Contractor Performance Assessment Reporting System ("CPARS") trends, their impact on contractor past performance ratings, and the consequence they have on winning federal contracts. As one of the speakers at this event, PilieroMazza's Samuel Finnerty offered recommendations on what government contractors can do now to proactively engage and manage their CPARS ratings and position themselves for future growth.
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