Three Big Reasons to Incorporate in America’s Second Smallest State: Delaware

By Dana Livne When our clients decide to launch a business, they often ask us about the incorporation process. Business owners incorporate their business primarily to limit their personal liability for business debts and obligations. Choosing where to incorporate is an important decision, because the state your company calls home will continue to influence a number of aspects of your company’s lifecycle. Over 50 percent of the United States’ companies choose to incorporate in Delaware, even if they do not . . . Read More

Does Sarbanes-Oxley Apply to Government Contractors?

By Michael A. de Gennaro Certain government contracts contain representations and warranties which require primes and subs to “comply with all applicable provisions of the Sarbanes-Oxley Act (“SOX”).” Several times, clients have asked which SOX provisions specifically apply to them, and this article will answer that question on a high level. As a threshold matter, we must clarify a common misconception about SOX. Enacted in 2002, SOX is often thought to apply only to publicly-traded companies, but that is not . . . Read More

How Should a Government Contractor Prepare the Company for Sale?

By Dana Livne Whether you have decided to sell your company or have just begun considering the possibility, you will want to make the most out of your market potential. The preparation you undertake before the sale will help you maximize this unique opportunity, and to a large extent, determine your financial and professional future.  To put your business in the strongest position for sale, it is crucial that you prepare a strong business exit strategy. This plan should include . . . Read More

Three Big Reasons Government Contractors Should Complete Seller-Side Due Diligence

By Michael de Gennaro and Dana Livne If approached properly, selling your business will rank among the most significant and rewarding moves of your career, representing the culmination of years of patience, hard work and vision. Whether you are planning a sale or just considering it a possibility down the road, there are good reasons as a seller to be proactive about due diligence.  Due diligence involves a thorough analysis of your business that will identify not only its assets . . . Read More

The SBA’s Two New Recertification Rules

The Small Business Administration (“SBA”) has issued two more regulations that will require that small businesses recertify their size when they engage in a merger and/or acquisition (“M&A”). The regulations, published in conjunction with the final limitation on subcontracting regulation and the new mentor-protégé program, further limit the ability of small businesses to engage in acquisitions that could impact their continued performance of small business set-aside contracts. Both are certain to make it more difficult for small businesses to engage . . . Read More

SBA Simplifies Minority Shareholder Affiliation Rule for Loan Program Applicants

SBA recently issued a final rule redefining the rules of affiliation for firms applying to SBA’s business loan programs. The final rule separates and distinguishes the loan program affiliation rules from SBA’s government contracting and business development programs. Moreover, the final rule simplifies the guidelines for determining affiliation for small business eligibility as it relates to the loan programs. Case in point—the minority shareholder rule. Under the new minority shareholder rule, when no single owner (individual or entity) holds more . . . Read More

How the New Defend Trade Secrets Act of 2016 Impacts Government Contractors

By Kimi Murakami The overwhelming bipartisan passage by both the House and Senate of the new Defend Trade Secrets Act of 2016 (“DTSA”) which was signed into law (18 U.S.C. §§ 1831-1839) by the president on May 11, 2016, marks not only an unusual display of political unity in Washington, but also presents an ideal moment for federal government contractors to assess and update their policies and procedures relating to trade secrets. To make sure you are ready for the . . . Read More

7 Key Risks for Contractors in Transit Procurements

By Michael A. de Gennaro Your company has reviewed an RFP issued by a municipal authority to select a firm to operate and maintain transit services, and the business team has signed off on the economics of submitting a bid. As your company’s counsel, you have been tasked with identifying the legal risks of the procurement, with the aim of identifying the “most important” considerations. In many instances, legal review will be approached as more or less a formality, with . . . Read More

Negotiating the Start Date Provision of Your Office Lease

In negotiating an office lease, business owners should pay particularly close attention to the terms and conditions regarding the start date of their office lease. Many landlords will begin negotiations regarding the start date of an office lease by providing an “estimated” date on which the tenant will be able to move in to the office space, stating that if the actual date on which the space becomes available is different than the estimated date, there will be no penalty . . . Read More

Contracting Globally – Part 2: International Traffic in Arms Regulations

By Kimi Murakami There are two major regimes that govern exports from the United States. One is the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security and, second, the International Traffic in Arms Regulations (“ITAR”) enforced by the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”). A recent blog article discussed EAR compliance and this blog will address the requirements of ITAR. Similar to issues relating to EAR discussed in . . . Read More