Nathan Hartland has counseled numerous large, middle market, and small businesses on government contracting and grant issues in M&A deals for over two decades, including hundreds of transactions.

Nathan often serves as “special counsel” alongside a lead deal firm.  His work includes helping deal participants plan ahead to avoid obstacles and speed bumps, conduct due diligence, and engage in negotiations around a wide variety of issues facing DoD, IC, and civilian contractors and grant recipients.  Nathan represents companies on both the buy and sell side on issues such as:

• Selecting and adapting deal structure to minimize disruption to government contracts and grants

• Conducting due diligence on numerous general and deal-specific issues, such as reviewing government contracts for pricing terms that affect risk and valuation, analyzing termination rights, and evaluating options, extensions, major orders, key personnel requirements, IP rights, special security requirements, and other risks

• Preservation of small business set-asides, SBIR awards, SDVOSB, WOSB, 8(a), and other special types of contracts

• Evaluation of contract compliance and potential civil and criminal False Claims Act actions, organizational conflicts of interest (OCIs), personnel conflicts of interest (PCIs), domestic origin requirements (such as Buy American, Buy Ameirca, Trade Agreements Act (TAA), and Berry Amendment), cost reimbursement issues, and other risks

• Assessment of intellectual property (IP) rights involved in government work at both prime contractor/awardee and subcontractor/sub-awardee level, including software, data, hardware, trade secrets, etc.

• Issues involving maintenance of highly sensitive contracts

• Subcontracting and subgrants

• In-bound investment in the U.S. and related Committee on Foreign Investments in the United States (CFIUS) issues

• ITAR and “dual use” export control issues, including navigating ITAR registrations and sanctions in the M&A context

• Cybersecurity compliance and planning, including NIST 800-171 and CMMC

• Novation of federal contracts (mostly in asset deals)

• Financing issues and assignments of claims/payment rights

• Drafting and reviewing representations and disclosure schedules

• Numerous other issues and opportunities involving federal, state, and local contracts