Buy-Side M&A Playbook: National Security and Critical Manufacturing

Written By Emily McMahan

This buy-side M&A playbook provides practical guidance for a company (Buyer) seeking to acquire a privately held company or business (Target) in the national security and critical manufacturing sectors. It highlights many key considerations and unique regulatory and operational nuances relevant to these transactions, and offers strategies that may help mitigate or manage risks, such as: ƒ

1. Statutory and regulatory compliance (e.g., Committee on Foreign Investment in the United States (CFIUS); Foreign Ownership, Control, or Influence (FOCI); export controls; FAR/DFARS; cybersecurity) ƒ

2. Protection of sensitive materials (e.g., classified, export-controlled, and Controlled Unclassified Information (CUI)) ƒ

3. Government contract requirements (e.g., compliance, performance obligations, transfers, and novation) ƒ

4. Intellectual property developed under government funding, including any government-specific rights limiting exclusivity or valuation ƒ

5. Post-closing integration, focused on security, regulatory requirements, and operational continuity

Read our open-source playbook below:

Credits:

Steve Fisher, Partner and Co-Lead, Defense Innovation & Govtech, Fenwick

Patrick Grilli, Partner and Co-Lead, Defense Innovation & Govtech, Fenwick

David L. Hayes, Partner, Fenwick

Emily McMahan