M&As – Novation and Recertification
As we discussed in a prior Alert, parties buying or selling a business must consider how to properly transfer the seller’s contracts to the buyer. Part 42 of the Federal Acquisition Regulation (“FAR”) addresses the contract...more
This is the second of a two-part series addressing special considerations for government lessors in the current commercial real estate market. Part I addressed the risks posed by government downsizing and early lease...more
Is it finally time to fix the outdated, incomplete, and often misunderstood novation regulations? Maybe. On April 5, 2024, the FAR Council released a Notice and Request for Comments requesting comments from federal...more
A unique aspect of doing business with the federal government is the built-in limits on a contractor’s right to assign the contract or the right to payment under the contract to third parties. The Anti-Assignment Act (41...more
Contract review is one of the most onerous (and important) processes in any due diligence process when buying or selling a company. We all know that those contracts are the backbone of many businesses- they document the...more
The Sixth Circuit recently ruled that a trustee’s claim that a novation occurred upon the execution of amended and restated loan documents could not be dismissed under a Rule 12 (b)(6) motion. The Sixth Circuit remanded the...more
GOVERNMENT CONTRACTING - Department of Justice – The DOJ released guidance on how the targets of False Claims Act investigations can receive leniency in exchange for proactively disclosing misconduct. The guidance also...more
Government Accountability Office (GAO) protest decision casts doubt on the viability of pending proposals following government contract asset sales. GAO held that agency reasonably disqualified contractor whose quotation...more
You’ve Decided to Sell Your Business— How to Be Prepared to Execute the Deal - After years of building, growing, and investing in your business, there comes a point at which you start to think about an exit strategy....more
Holland & Knight recently advised a client in connection with the purchase of an Airbus A320-200 aircraft registered in Jordan. With a timeframe of just over 10 months from receiving the first draft of the novation agreement...more
Recent Government Accountability Office (GAO) protest decision on standing holds key implications for government contract asset deals. GAO held that contractor who had sold relevant contract assets to another company...more
In this podcast, we’ll address the who, what, when and why of obtaining government consent in the world of mergers and acquisitions....more
Over the past year, there has been a tremendous amount of merger and acquisition activity, and the government contracting industry has been no exception. Along with the traditional concerns involved in the M&A world,...more
Government contractors, so long as consistent with statute and regulation, should coordinate with the government regarding novation issues to best position themselves for acceptance of proposed novations....more
Volume X – Accounting for the Cost of Business Combinations Under Government Contracts - Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for...more
On August 23, 2016, the U.S. Court of Appeals for the Sixth Circuit held in the Chapter 7 bankruptcy case In re Fair Finance Company that an amendment and restatement of a loan and security agreement may have been a novation...more
This posting is the second in a ten-part series on unique issues that arise in the acquisition and disposition of a company that performs government contracts or subcontracts. Part 1 focused on the types of deal structures...more
A purported assignment of a contract without consent and an alleged novation were ineffective, the BC Court of Appeal recently held in Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership, 2015 BCCA 421 [Barafield]...more
In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more
Resolving business disputes before filing a lawsuit is efficient, cost effective – and sometimes dangerous. At least that’s what an architect learned when he tried to settle a pay dispute with the owner of a luxury...more
In this presentation: - What is novation and what is required to effectuate such a transaction? - When are novations necessary and when can they be avoided? - What impact will a novation have on your...more
I. FLORIDA STATE CASES – JOURDAN HAYNES - Attorneys’ Fees: trial court did not abuse its discretion in awarding attorneys’ fees and costs of $74,429 against bank following dismissal of foreclosure action as sanction...more
When selling a business, the owner must balance deal certainty, tax consequences, speed, regulatory clearances, third party consents and liability allocation. ...more
On June 11, 2013, Southern District of New York Judge Jed Rakoff dismissed the complaint of the Trustee for the SemGroup estate seeking to avoid a novation made to Barclays pre-bankruptcy under a swap agreement. The Court...more
On March 20, the CFTC issued a no-action letter providing relief from required clearing for a limited set of “stub swaps” that remain after the partial novation or partial termination of an original swap that was not required...more