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Aerospace, Defense, and Government Services Capabilities

Table of contents

Aerospace, Defense, and Government Services: Overview 1

CFIUS, Foreign Investment Reviews, and FOCI Mitigation 5

Corporate and M&A 9

Cybersecurity 13

Antitrust, Competition, and Economic Regulation (ACER) 17

Government Contracts Compliance 21

Bid Protest Litigation 25

Government claims and disputes litigation 29

International trade and economic sanctions 33

Investigations, White Collar, and Fraud 37

Commercial litigation 41

Products and environmental liability litigation 45

EU public procurement 49 Aerospace, Defense, and Government Services Overview

The aerospace, defense, and government services (ADG) continues to experience dynamic growth while leading the way on cutting-edge . Global spending on defense platforms and civil is increasing. Advances in machine learning, additive , and IoT are leading to efficiencies and new products, while in commercial space, aviation, and unmanned invigorate the industry. Supply chains are increasingly global.

Our global ADG team focuses intently on Our clients build manned and unmanned developments and challenges within the ADG . They supply parts and materials industry, which enables us to help you solve to the aerospace industry and develop problems before they arise and take advantage technologies required for defense and national of emerging opportunities. Our team includes . Others provide launch and industry-leading lawyers with corporate, services or deliver the products and commercial, regulatory, investigations, and innovations required for critical homeland litigation experience. We know your industry, security. including the challenges and opportunities We actively assist clients with some of the most it presents, and are well-versed in the important emerging issues facing the ADG technologies that are driving improvements. industry. These include tackling the challenges Our industry-focused approach ensures we posed by extreme governmental pressures, provide you with seamless solutions across complex global supply chains, cross-border practice disciplines and geographic regions. transactions, cybersecurity, and navigating the We closely with some of the largest ADG varied and growing compliance risks. in the world. Advising middle And, when things go wrong, our investigations market , emerging companies, new and litigation lawyers require little time to get ventures, and global entities – along with up to speed. Our ADG team offers extensive investment and private equity firms experience and insight from some of the – our clients are some of the industry’s most world’s most complex legal environments – forward-thinking. That’s why they’re drawn to providing practical solutions for wherever your our culture of . work takes you.

Aerospace, Defense, and Government Services

CFIUS, Foreign Investment Reviews, and FOCI Mitigation 5 Hogan Lovells

CFIUS, Foreign Investment Reviews, and FOCI Mitigation

The U.S. government continues to scrutinize the impact of foreign investment on national security, and this remains most prevalent in the ADG industry. Foreign-owned companies seeking to acquire U.S. interests must take steps to anticipate and address such issues as early as possible.

In the U.S., the Committee on Foreign We’re well-versed in the issues facing foreign- Investment in the (CFIUS) owned companies. This includes those considers the impact of foreign investment involving FOCI mitigation administered on national security, taking action when by the Defense Security (DSS) and necessary. other requirements under the National Industrial Security Program Operating Manual Other governments also have authority to (NISPOM). subject foreign investment to scrutiny from a national security perspective. Our well- Our practice brings corporate, policy, and equipped global teams are ready to assist you in regulatory experience together in an integrated acquisitions covered by any regulatory regime. approach. Working closely with our corporate, Governments take matters of national security government contracts, and government very seriously, and so do we. relations colleagues, we can assist foreign- owned companies in acquiring firms in the Navigating the complex challenges of classified national security arena. national security contracts requires in-depth knowledge and practical experience in handling Areas of focus CFIUS and associated national security • Special security agreements reviews. • Network security agreements We can help you develop and execute strategies, ensuring that you safeguard your • CFIUS clearance transactions, investments and • Export controls success. • Proxy boards Unless you’ve taken steps to mitigate foreign • Voting trusts , control, or influence (FOCI), you may not be eligible for security clearances. • In the context of a merger, acquisition, or • FOCI mitigation investment opportunity, we address these issues quickly in order to avoid delays and • NISPOM requirements minimize risk. Aerospace, Defense, and Government Services Capabilities 6

Representative experience

• Acting as CFIUS, DSS, and export controls • Assisting an Asian in negotiating counsel to a UK-based support services a mitigation agreement with CFIUS, as provider in its acquisition of a UK-based a condition to CFIUS’s clearance of the defense and civil contractor (with U.S. underlying transaction. subsidiaries). • Obtaining CFIUS clearance in connection • Acting as CFIUS and DSS counsel to a with the acquisition of a U.S. client selling its U.S.-based provider of supplier by a European company with and logistics services, including government ownership. assisting in negotiations with DSS and • Helping a major European termination of the subsidiary’s proxy telecommunications company to complete agreement. an acquisition of a U.S. service • Representing a UK company in provider without having to enter a national establishment and of a proxy security agreement that would have placed board to oversee classified defense contract conditions on the acquisition. work for the U.S. Navy. • Drafting special security agreements, • Obtaining CFIUS clearance for a major voting trusts, proxy boards, and other defense contractor’s sale of a classified radar arrangements required by the Departments technology business. of Defense, Homeland Security, Energy, Justice, and the FBI to mitigate non- • Representing a client in the CFIUS review U.S. ownership, access, or control over process in connection with a merger of two sensitive information or classified contracts European firms with U.S. subsidiaries active belonging to U.S. companies. in the security sector. • Negotiating the network security • Providing CFIUS advice to Dell regarding agreements required for CFIUS approval the sale of its Dell Services business for of post-September 11 investments in the approximately US$3.05bn to NTT Data. telecommunications sector. • Securing CFIUS clearance for our client ALSTOM in its sale of its Thermal Power, Renewable Power, and Grid businesses to GE and acquisition of GE’s rail signaling business. • Assisting a data storage company on FOCI Awards and Rankings questions relating to the company’s interest in obtaining a facility security clearance • Ranked as a leading International from the DSS. Trade Practice, Chambers USA • Assisting an international clinical research and Legal 500 US 2018 on establishing a Special • “Excels at national security Security Agreement with the DSS to FOCI matters relating to export issues to allow continuation of sensitive, controls, economic sanctions classified work on military installations. and the Committee on Foreign Investment in the United States (CFIUS) reviews.” Chambers USA, 2018

Aerospace, Defense, and Government Services

Corporate and M&A 9 Hogan Lovells

Corporate and M&A

ADG companies operate in one of the most dynamic and challenging industries, often with specialized financing needs. Commercial transactions involve rights and commitments in emerging and sophisticated technologies. And, corporate activity must account for geopolitical uncertainty, complex regulatory systems, and jurisdictional national security interests.

Our corporate lawyers work dynamically to Commercial agreements represent ADG companies around the world. Our commercial agreements team helps you We help you navigate the complex regulatory drive revenue and configure business while framework at the intersection of business and managing risk. Working across international government requirements – where you most borders, we understand that one size doesn’t fit need an integrated strategy. all. Our unique combination of legal, business, Our corporate practice complements and technical experience makes us effective transactional knowledge with regulatory problem solvers and deal closers. capabilities in government contracting, Private equity and venture capital CFIUS, international trade, antitrust, and We support venture capital and private intellectual property. We bring together equity clients to diversify and grow into new corporate and commercial experience to markets. on industry knowledge, provide comprehensive, innovative, and we help you make the most of investment practical solutions. opportunities. And we partner with ADG We offer practical advice on industry-specific companies seeking investment. considerations that can have a material Our securities advisory and corporate impact on strategic transactions. This governance services provide strategic guidance includes challenges presented by regulation – including advice on duties, obligations, and and national security issues, regulatory responsibilities. complexity, financing needs, as well as health, safety, and environmental concerns. Mergers and Acquisitions Capital markets We advise on complex M&A transactions, ranging from multi-billion dollar domestic Our capital markets practice is internationally and cross-border deals to strategic initiatives recognized, providing a full range of services and joint ventures. We act for major platform to assist you in all phases of the corporate life manufacturers and critical suppliers, putting cycle. Our work supports initial public offerings us at the forefront of the sector’s most critical and follow-on equity offerings of all kinds. trends and developments. We’re experienced in investment-grade, high- yield, and convertible debt offerings, as well as We provide comprehensive support and PIPE transactions, Rule 144A, and Regulations. knowledge of the ADG sector, with an acute understanding of the challenges and opportunities you face, ensuring you get the seamless service and high-quality representation required in high-stakes deals. Aerospace, Defense, and Government Services Capabilities 10

Areas of focus • Proxy contests and shareholder activism • Public and private company transactions • Restructuring and reorganizations • Going-private transactions • Stock and asset acquisitions and of • Hostile takeover proposals companies, businesses, and divisions • Joint ventures and other strategic alliances • Takeover defense • Leveraged buyouts • Tender offers and exchange offers • Private equity investments • Cross-border transactions • Carve-outs, spin-offs, and split-offs Representative experience • Advising Corporation of Business Information Technology on its US$7bn underwritten, investment Solutions, LLC, a provider of IT services grade public offering of debt securities, and solutions to the U.S. Department of the proceeds of which were used to Veterans Affairs and the U.S. Department refinance a portion of the purchase price of Defense. for their US$9bn acquisition of helicopter • Advising KBR, Inc. in its acquisition of manufacturer from United government services provider, SGT, Inc. Technologies Corporation. • Advising KBR, Inc. in its US$600m • Advising Lockheed Martin Corporation in acquisition of Wyle Inc., a specialized connection with agreements to separate and government services provider. combine its realigned Information Systems & Global Solutions business segment with • Advising Orbital Sciences Corporation on its Holdings, Inc. in a tax-efficient US$5bn merger of equals transaction with Reverse Morris Trust transaction. Alliant Tech Systems (ATK), Orbital ATK. • Advising in connection with the formation of a complex, strategic joint • Advising Meggitt PLC, a global engineering venture with OneWeb – a company firm specializing in manufacturing proposing to launch a first-in-kind components and sub-systems for ADG constellation of 900 small interlocking companies, in its acquisition of the advanced to provide global internet service. composites businesses of Cobham PLC. • Advising Orbital ATK in its US$9.2bn sale to . • Representing PricewaterhouseCoopers on the sale of its government consulting sector to a private equity investment firm. Awards and Rankings • Representing By Light Professional IT Services, a provider of IT, cloud, cyber, and • Firm of the Year for Corporate and infrastructure solutions to the U.S. Federal Commercial, Legal 500 UK, 2017 Government, in its acquisition by Sagewind Capital LLC. • Corporate/M&A, Band 1, Highly Regarded, Chambers USA, 2018 • Representing Cognosante Holdings, LLC, a health IT solutions, business intelligence, • M&A/Corporate and Commercial: and consulting provider, in the acquisition Corporate Governance, Tier 1, Legal 500 US, 2018

Aerospace, Defense, and Government Services Cybersecurity 13 Hogan Lovells

Cybersecurity

Cybersecurity touches almost every aspect of a company’s operations. ADG are subject to greater risks due to the industry’s highly technical and sensitive nature. This is particularly true when contractors are repositories for government data and face increased pressure to implement robust cybersecurity practices.

Cyber threats from state-sponsored hacking • External representation groups, terrorists, organized , activists, We also help interact with law enforcement, competitors, and insiders are increasing. Cyber regulatory, and other government officials criminals often target government contractors in the event of an incident. and businesses in highly technical and sensitive • Post-incident reviews sectors such as ADG. We can lead or participate in ‘after-action’ Safeguarding measures that were reasonable in reviews of major incidents so that they’re the recent past are unlikely to meet regulators’ documented and inform your ongoing future expectations. News of a cybersecurity operations. breach at a company is often quickly followed Areas of focus by an array of legal actions. These can include government investigations, congressional • Breach response services attention, consumer class actions, shareholder • Cloud computing suits, and customer questions or lawsuits. • Cross-border transfers Companies that conduct business with the • Cybersecurity and data security government are often subject to unique data safeguarding rules and incident reporting • Data security and compliance requirements. But with more than 80 lawyers • Data security breach notification dedicated to cybersecurity and data privacy incidents, we can quickly address the most • Employee data urgent demands for legal services, including: • International data transfers • Preventative services • International regulatory compliance We assess our clients’ unique threat profile, • Privacy and data security related global legal obligations, and risks, along investigations and litigation with incident response readiness. • Privacy and security risk allocation and • Legal analysis transaction services Our team can provide a timely and informed analysis of relevant cybersecurity and breach notification laws worldwide. • Incident support Our lawyers and technical professionals can provide 24/7 embedded or as-requested counsel on and facilitation of incident response procedures and information- sharing strategies. Aerospace, Defense, and Government Services Capabilities 14

Representative experience

• Advising defense contractors and critical • Assisting multiple government contractors infrastructure owners on utilizing cyber and critical infrastructure entities with threat information sharing programs. comprehensive responses to significant cybersecurity incidents, including incident • Advising multiple defense companies reporting to US-CERT and the Department on U.S. government safeguarding and of Defense (DoD). incident reporting requirements, including information system assessments against • Counseling a major technology company the NIST 800-171 standards for Controlled on the handling of an “insider” attack Unclassified Information. potentially affecting the company’s HR databases. • Advising cloud service providers on complying with the FedRAMP program and • Initiating an intensive review of domestic agency specific cloud security requirements. data security safeguards and preparing a strategic plan for a data protection program • Advising on complying with Federal for one of the world’s leading defense Information Security Act contractors. (FISMA) information security contract requirements including preparing security • Conducting a board-level investigation for a authorization packages and undergoing publicly held industrial company affected by numerous agency Authorization to Operate a nation-state cyberattack on the sufficiency processes. of management’s incident response and disclosure. • Counseling an advanced technology company with significant government • Performing data protection compliance contracts on the handling of a cybersecurity assessments and gap analyses for major breach involving International Traffic international corporations and national in Arms Regulations (ITAR) and Export nonprofit organizations. Administration Regulations (EAR) data.

Awards and Rankings

• Privacy and Data Security, Band 1 • Data Protection & Privacy, Tier 1 Chambers Global, 2013- 2018 Ranking, Legal 500, 2010-2018 • Privacy & Data Security Team of the Year, Chambers USA, 2015 and 2017

Aerospace, Defense, and Government Services

Antitrust, Competition, and Economic Regulation (ACER) 17 Hogan Lovells

Antitrust, Competition, and Economic Regulation (ACER)

Antitrust compliance ranks highly as a chief concern in daily operations – shaping transactions along with joint ventures and other business agreements. We understand that global companies also face significant risks associated with sanction violation penalties, increasing cooperation among international antitrust authorities and other regulators, and antitrust class-action litigation.

Our team continues to take the lead in A deep bench of broad precedent-setting cases and antitrust antitrust experience enforcement cases, putting us in a unique Our team has significant experience in all position to help you in an increasingly areas of antitrust counseling and compliance – demanding and multinational market. And we including businesses that may have dominance have advised on some of the largest mergers concerns. We also master the intersection and acquisitions within the ADG industry. between antitrust, public procurement, and We are at the forefront in shaping antitrust regulatory law, which is relevant for all major policy in the ADG industry sector. One of defense programs. And in the EU, we’ve our partners served on the U.S. Department been advising on the implementation of a of Defense’s (DoD) antitrust task forces — competitive European defense procurement advising the Pentagon on issues including scheme for many years. DoD’s relationships with antitrust enforcement We also offer practical, commercially-focused agencies. We also have extensive experience advice and support, from dealing with ad hoc on divestitures and mergers and acquisitions, and day-to-day queries about arrangements including joint ventures under U.S. merger with suppliers and customers – to working control laws, Hart-Scott-Rodino, EU merger with you to develop and embed best practices, rules, and merger control regimes worldwide. along with designing compliance audits, online courses, and providing face-to-face training. Aerospace, Defense, and Government Services Capabilities 18

Representative experience

• Advising Orbital ATK on its US$9.2bn • Advising GenCorp Inc. as antitrust acquisition by Northrop Grumman. counsel on its US$550m acquisition of Pratt & Whitney Rocketdyne from United • Advising Meggitt PLC in its acquisition of Technologies Corporation. the advanced composites businesses (the “Businesses”) of Cobham plc for US$200m • Representing Orbital Sciences Corporation in cash, involving the merger of businesses in its merger with ATK, including handling in the , development, and production the Second Request investigation by DOJ of highly engineered aerospace composite Antitrust Division. engine components, radomes, and complex • Advising the Organization for Economic secondary structures. Cooperation and Development on draft • Defending more than 25 DoD/DOJ/Federal legislation implementing the EU Defence Trade Commission (FTC) investigations Procurement Directive in the Republic of of mergers and acquisitions in the defense Croatia. industry. This includes transactions • Assisting a leading global aerospace and involving fighter aircraft, missiles, armored defense company in obtaining U.S. and combat vehicles, submarines, destroyers, European antitrust clearance for a potential weapons, ammunition, communications acquisition of a Maintenance, Repair, and (military and secure), and information Overhaul services provider for helicopter technology. airframes and engines. • Advising a U.S. defense contractor on • Advising a major defense contractor on all of a multi-billion procurement project in its acquisitions and other antitrust matters cooperation with a European JV partner, for more than 20 years. The work has including providing advice on negotiation involved several jurisdictions, including the with the German Ministry of Defence and U.S., UK, and Europe. BAAINBw, public procurement, price law, and merger control aspects. • Representing the German Association of the Defense Industry regarding the implementation of the EU Defense Procurement Directive.

Awards and Rankings

• Ranked as a ‘Global Elite’ antitrust • Band 1, Public Procurement, and competition practice for the 8th Chambers UK, 2018 year in a row, GCR100 2018 • “They are an absolutely first-class and • Highly recognized antitrust practice by fantastic team, and user-friendly with Chambers and Legal 500, 2018 it.” Chambers UK, 2018

Aerospace, Defense, and Government Services

Government Contracts Compliance 21 Hogan Lovells

Compliance with U.S. Government contracting requirements

ADG companies that do business with the U.S. government face ongoing compliance challenges. And, the stakes are high. Penalties for non-compliance are severe, including criminal and civil liability, and exclusion from future contracting. Companies need assistance implementing suitable compliance programs, while being prepared to address evolving requirements.

Our team draws on a broad range of subject- According to Chambers 2017, clients commend matter knowledge and experience in all aspects the firm’s “deep knowledge of federal of U.S. government contracting requirements. contracting, exceptional client service and very We have one of the largest government high-quality work product. Whenever we call contracts practices of any law firm. We’re on Hogan, we know we will get top-drawer ideally positioned to advise you on upcoming legal support.” changes before they take effect –helping you Areas of focus minimize and manage risk. • Bid protest litigation We partner with new and experienced contractors to navigate the maze of compliance • Classified information and security requirements and conduct comprehensive clearance counseling and appeals compliance reviews. At the same time, we • Contract requests for equitable adjustments, provide timely guidance as specific questions claims, disputes (REAs) arise. We’re active in all major industry trade • Cost accounting standards (CAS) and cost associations and often provide insights to allowability government stakeholders on drafted and proposed legislative, as well as regulatory, • Domestic preference and Buy American initiatives. Laws We understand that requirements vary by • False Claims Act (FCA, Qui Tam) and contract based on numerous factors. These misconduct investigations include the type of acquisition, the size of the • Federal grants, agreements, contract and contractor, the source of funding, other transaction agreements and sponsored and whether performance requires a security research clearance. • Federal Supply Schedule (FSS) procurement We also know that compliance has assumed compliance even more prominence as the government continues to impose new requirements. • Foreign sourcing and ownership restrictions Contractor ethics programs and internal • Government rights in intellectual property controls, mandatory disclosure obligations, • Public Private (PPPs) data security and cyber-incident reporting mandates, and supply chain assurance • Subcontract agreements and litigation requirements – these are just some of the • Termination settlements and appeals challenges you face. Aerospace, Defense, and Government Services Capabilities 22

Representative experience

• Counseling clients on the mandatory • Advising a major U.S. technology disclosure requirements and representing company on avoiding potential legal, them in investigations. tax, and compliance issues related to its engagements on military base operations in • Working with a leading defense and . aerospace company on cost-recovery issues rising from the government’s termination • Assisting numerous clients on a broad- for convenience of a classified contract range of issues related to the FSS program, valued in the hundreds of millions of dollars. including the effect of the Price Reductions Clause, necessary disclosures on the • Performing compliance gap assessments Commercial Sales Practices form, and how/ and helping to develop and right-size when price increases may be taken on FSS compliance policies, procedures, controls, contracts. and training. • Assisting several large manufacturers on the • Counseling a defense contractor working application of domestic-source restrictions, with military agencies overseas in Iraq on including procurement restrictions legal issues dealing with contractor risk, associated with the Trade Agreements Act including issues pertaining to the Defense land statutes/regulations pertaining to Base Act and Status of Forces Agreement. specialty metals. • Successfully convincing a federal judge • Securing a significant victory for a to dismiss a US$1bn FCA suit brought multinational aerospace and defense against our client, a multinational aircraft, company in an FCA suit that alleged our aerospace, and defense company. client made false claims about its product’s • Advising a major defense contractor on country of origin. a series of DCAA audits, regarding the • Conducting an in-depth customs compliance contractor’s compliance with CAS. assessment for a major jet aircraft • Advising a government contractor on manufacturer. export controls that restrict the disclosure of technical information to company employees and consultants who are foreign nationals.

Awards and Rankings

• Band 1 for Public Procurement, • Government Contracts Firm Chambers UK, 2017 and 2018 of the Year, Who’s Who Legal, 2018 • Highly Recognized Government Contracts Practice, Legal 500 US and Chambers USA, 2017 and 2018

Aerospace, Defense, and Government Services

Bid Protest Litigation 25 Hogan Lovells

Bid Protest Litigation

Bid protests are no longer rare for ADG companies selling and services to governments. They present unique challenges, even for established organizations. Disappointed bidders must wrestle with the prospect of filing suit. With tight deadlines, you need lawyers who understand your business and can defend your award, or challenge one — without delay

Our seasoned bid protest team can help that raise valid concerns about whether the navigate the procedural maze of filing or decision-making was in the best interest of its defending against a bid protest. mission or provided the best value to taxpayers. We’re widely recognized for our depth of We also deliver value when asked to defend knowledge and experience. In the U.S., we agency actions on your behalf. In those regularly appear before the U.S. Government situations, we use the bid protest process as Accountability Office (GAO), the U.S. Court an opportunity not only to secure a favorable of Federal Claims, agency-level protest result, but also to build goodwill between you adjudicators, and state and local tribunals. and your customers. That’s how we’ve built our Because of this, we’re able to provide unique strong reputation among agency counsel for insight into their decision-making. working in concert with them to defend against protest allegations lodged by competitors. Our European team is equally familiar with the EU’s Remedies Directives and other Areas of focus challenge procedures unique to European • GAO public procurements. Our rapport with agency personnel helps to effectively defend your • U.S. Court of Federal Claims interests in ways other lawyers can’t match. • U.S. Court of Appeals for the Federal Circuit We recognize that your company’s relationship • Federal Aviation Administration’s Office of with the government is paramount. And we Dispute Resolution for Acquisition take this into account when advising you • Alternative dispute resolution on your options and in our manner when challenging agency action. We often find • EU Remedies Directives governments are receptive to complaints

Awards and Rankings

• Highly Recommended Government • Government Contracts Firm of the Contracts Practice – Tier 2, Legal 500 Year, Who’s Who Legal, 2018 US, 2017 and 2018 • Highly Recommended Government Contracts Practice – Band 2, Chambers Nationwide, 2017 and 2018 Aerospace, Defense, and Government Services Capabilities 26

Representative experience

• Successfully defending the Defense • Successfully protesting the U.S. Special Information Systems Agency’s award Operation Command’s award of a Special of a US$4.6bn contract to our client, a Operations Forces Information Technology prominent defense contractor, to operate Enterprise Contract task order valued over and service the Department of Defense’s US$700m to a client’s competitor. Our work (DoD) Global Information Grid. resulted in the agency taking corrective action and making a new award decision. • Successfully moving for preliminary injunction at the U.S. Court of Federal • Successfully defending and reaffirming Claims to enjoin corrective action instituted our client’s award against incumbent by Army as a result of 21 bid protests filed at contractor’s five separate bid protests filed GAO and preserved client’s contract award against the Army in awarding our client, a prominent information technology and • Successfully defending a bid protest filed at services provider, a US$142m contract to the U.S. Court of Federal Claims involving maintain the Army’s general fund enterprise the Air Force’s award of a contract to our business system. client to operate one of the largest defense and aerospace testing centers in the world. • Securing a motion to dismiss a bid protest filed at the GAO involving the Air Force’s • Successfully defending a challenge of a award of a five-year contract for the supply multibillion dollar award to our client of borescopes. to manufacture and supply military helicopters. • Successfully defending a bid protest awarded by the DoD for a US$400m • Assisting one of the largest U.S. defense medical equipment supply contract for the contractors in lodging three separate Defense Logistics Agency. GAO protests challenging the award of a contract to provide complex training and • Successfully defending a bid protest filed support services to the U.S. Army National against a client at the GAO regarding Guard valued at more than US$100m. We the Defense Health Agency’s award of ultimately negotiated the relief the client a US$200m contract to provide global requested. telemedicine services for military health beneficiaries. • Successfully protested Army’s award of contract for reconnaissance systems in • Assisting a major government and Afghanistan; protest let to corrective action commercial services company in the judicial and award to client. proceedings before the Administrative Court for the challenge of the award of the tender • Successfully prosecuting GAO bid protests procedure for the supply and maintenance on behalf of a prominent intelligence- of the IT services of Agenzia Spaziale support contractor challenging task orders Italiana. the U.S. Army awarded to the client’s competitor for services. • Assisting a global satellite communications company in litigation against discriminatory • Successfully prosecuting a bid protest tender procedures of the German defense challenging the award of a US$300m+ procurement agency, BAAIN. contract to provide support services to the U.S. Army in Afghanistan.

Aerospace, Defense, and Government Services

Government claims and disputes litigation 29 Hogan Lovells

Government claims and disputes litigation

Government agencies have become more aggressive against contractors, imposing constructive changes, denying change orders, withholding payment, and terminating contracts for default. The U.S. government is increasingly asserting affirmative claims against its contractors, especially against firms selling on a cost-reimbursement basis. This aggression is placing some contractors in precarious financial situations.

Our DG litigators are experienced in the unique boards. And we actively participate in the aspects of litigating procurement claims and relevant bar associations. disputes against government agencies. Many We understand that your company’s financial of our lawyers have spent years in government forecasts assume governments will be reliable service and can utilize that experience to contracting partners. Our global claims benefit your organization. We have experience and disputes practice helps to make that navigating the complex regulatory framework assumption a reality, helping your business to where the intersection of business and navigate and grow through these government requires an integrated strategy. Areas of focus Our team often litigates before the U.S. Court of Federal Claims, Armed Services Board of • Boards of Contract Appeals Contract Appeals, Civilian Agency Board of • U.S. Court of Federal Claims Contract Appeals, and other administrative • U.S. Court of Appeals for the Federal Circuit • European tribunals

Awards and Rankings

• Ranked third on the GIR30, Global Investigations Review, 2017 Aerospace, Defense, and Government Services Capabilities 30

Representative experience

• Representing leading U.S. government contractors regarding appeals of Cost Accounting Standards, non-compliance determinations, and cost disallowances by defense and civilian government agencies. • Assisting a leading in mediating a subcontract termination between the prime contractor and the U.S. Air Force for a multimillion dollar aircraft program. • Defending a multimillion dollar government claim against a leading , engineering, and infrastructure company relating to a nuclear waste facility construction project, which resulted in a favorable settlement. • Helping a leading defense company in negotiating a US$100m+ settlement relating to a termination for convenience proposal. • Representing a government services provider in litigation for multimillion dollar nonpayment of services rendered. • Representing a client in the prosecution of an appeal of a denied claim against the U.S. Army for an improper unilateral reduction of price. • Representing a state information technology agency in dispute with one of the largest defense contractors over claimed breaches exceeding US$2billion for management of statewide IT resources. • Successfully securing a motion in federal court to migrate a dispute between our client, a global , and an international company to arbitration. • Representing an international information technology company in an appeal before the Armed Services Board of Contract Appeals. • Representing a manufacturer of space, defense, and aviation-related systems in a dispute with a commercial space company to dissolve a joint venture between the firms.

Aerospace, Defense, and Government Services International trade and economic sanctions 33 Hogan Lovells

International trade and economic sanctions

ADG companies are especially affected by global export control requirements, with laws increasingly important in efforts to protect national security. Complex controls, greater enforcement, and higher penalties make it critical for international companies to have effective export compliance and understand the constantly evolving regulations.

We are at the forefront of virtually all investigations, significant penalties, and cutting-edge export control issues, including negative publicity. counseling on the impact of export control By maintaining regular contact with the reform in the highly regulated ADG industry. departments that administer and enforce Our teams solve intricate problems at the U.S. and EU export control laws, we are able intersection of export controls and economic to keep you informed of new developments. sanctions; keeping pace with how this affects And we offer counsel in designing compliance emerging ADG technologies, such as drones, programs to minimize the impact of these laws satellites, and artificial intelligence. on your businesses. We have extensive experience working with the We’ll help you to reduce your sanctions agencies that implement sanctions regimes. risk by assessing compliance programs and And we can advise you on how to comply with recommending operational changes. Our these respective bodies. We know which of your teams can secure licenses that permit you to global affiliates, officers, and employees are enter transactions that would otherwise be required to comply. We understand how the prohibited by sanctions regulations. And if choice of corporate and governance structures you need assistance navigating through can affect the degree to which you are impacted voluntary disclosures and penalty assessments by the sanctions regimes. if under scrutiny, we’re on hand to offer Some programs are far-reaching – prohibiting much-needed support. virtually all transactions with the sanctioned Our team combines experienced private country or entity. Others are more narrowly practitioners with former federal government tailored. Various U.S. programs apply to officials. And we deliver a broad scope foreign subsidiaries of U.S.-based companies. of service. We’re effective in seamlessly Rules can also apply to non-U.S. companies addressing issues across multiple jurisdictions that deal in domestic-origin goods, software, or in key offices such as Brussels, London, Paris, technology. The substantive provisions of these Munich, Moscow, , Australia, Rome, programs can change suddenly with little or no Beijing, and , D.C. advance notice. If you need support, we can guide you through Failure to analyze and comply with the complex maze of global control regulations, requirements can lead to costly production many of which differ by county and region. and shipping delays, intrusive government Aerospace, Defense, and Government Services Capabilities 34

Areas of focus • Fundamental research • jurisdiction and classification • Internal investigations • Compliance plans and training • International Traffic in Arms • De minimis rules Regulations (ITAR) • Encryption controls • Licensing • Enforcement proceedings • Non-U.S. export controls • Export Administration Regulations (EAR) • Nuclear export controls • Re-export transactions

Representative experience • Assisting ADG companies in classifying provide services in , , and , technology, and software the UAE. under ITAR and EAR. Seeking licenses • Carrying out EU export control due and formal classification rulings from the diligence for a Dutch company active in U.S. Departments of Commerce and State the military defense industry ahead of a as necessary. potential acquisition by a Canadian • Assisting U.S. and European companies defense company. with trade compliance and internal • Advising a leading defense company on compliance investigations and voluntary establishing a process to reclassify items self-disclosures with U.S. and EU agencies. pursuant to regulatory changes under U.S. • Providing training to a global aerospace Export Control Reform. company regarding compliance with export • Advising a leading technology company controls and anti-boycott laws. on the export controls issues related to the • Assisting SES, a satellite operator, in development of an . assessing EU export control risks in the provision of international satellite communication services. • Helping secure a license for a temporary export for a science experiment on a NASA flight for Columbia . Awards and Rankings • Assisting an EU subsidiary of a U.S. aerospace manufacturer on exports of • Winner, Export Controls Law civilian-certified aircraft parts that are listed Firm of the Year-USA, WorldECR as defense items. Awards, 2018 • Assisting an EU aircraft manufacturer to • Tier 1 for International Trade, The redesign its export control manuals with Legal 500, 2017 and 2018 questions relating to the export of dual-use items. • Band 1 for International Trade, Chambers USA, 2017 and 2018 • Assisting nuclear companies with obtaining authorizations from the Department of • Leading International Trade Energy to transfer nuclear technology and Practice, Chambers USA and Legal 500 US, 2017 and 2018

Aerospace, Defense, and Government Services Investigations, White Collar, and Fraud 37 Hogan Lovells

Investigations, White Collar, and Fraud

Multinationals face increasing challenges from anti-corruption legislation. The growth of global regulation has coincided with greater enforcement in the U.S., Europe, and internationally. ADG corporations face investigations for failing to comply with complex regulations or might fall victims to fraud and require assistance recovering assets.

Our global footprint and industry experience Our practice has been highly ranked by the enable us to handle the most complex and American College of Trial Lawyers, Chambers internationally far-reaching matters. Our ADG USA, The Legal 500 and Super Lawyers. In the lawyers collaborate with our regulatory teams , we are consistently ranked to provide you with the best possible blend of as a Tier 1 practice in key legal directories, and proactive and risk-mitigating service. our partners are recognized as leaders in anti- corruption and anti-bribery compliance. We use our extensive experience to offer you compliance counselling. And, our dedicated Areas of focus international teams can move quickly to • Commodity jurisdiction and classification locate and freeze assets that were fraudulently conveyed, wherever they may be located. • Compliance plans and training Investigations of ADG corporations relating • De minimis rules to bribery, corruption, and other issues often • Encryption controls involve multiple countries. The United States • Export Administration Regulations (EAR) Foreign Corrupt Practices Act has been on the since 1977. The United Kingdom’s • Fundamental research Bribery Act was passed in 2010. Notable • International Traffic in Arms Regulations reforms have also recently been made in other (ITAR) countries including Brazil, China, Mexico, , and . • Licensing Our teams manage investigations – initiated • Non-U.S. export controls by governments and by clients – efficiently and • Nuclear export controls cost-effectively, while minimizing the impact • Re-export transactions on your business. We strive to secure the best outcome without a trial. And when that’s not • Technology transfers/deemed exports been possible, our lawyers have tried and won • Voluntary disclosures and enforcement hundreds of cases. Aerospace, Defense, and Government Services Capabilities 38

Representative experience

• Defending a major defense contractor in a • Counseling the unindicted second-in- grand jury investigation regarding products command corporate officer of a company and services supplied to the DOD. that had been indicted in the Southern District of New York in one of the largest • Representing a prominent European criminal FCPA prosecutions. defense contractor in connection with an investigation by the DOJ relating • Advising the global subsidiary operations to a competitor’s allegations that the of a major U.S. defense contractor in all client improperly obtained its proposal aspects of an investigation of activities. information for a major Army contract. The • Performing internal investigations in investigation was closed without action. more than three dozen countries on • Aiding a major defense contractor in five continents. Managing subsequent multiple investigations led by the DOJ interactions and negotiations with U.S. regarding allegations of non-compliance government investigating authorities. with the Truth-in-Negotiations Act. • Representing a leading defense contractor • Assisting a contractor in an against whistleblower allegations that investigation by the U.S. Attorney’s Office in the company intentionally supplied non- Missouri involving a contract with the U.S. compliant military equipment. Army Corps of Engineers.

Awards and Rankings

• Ranked third on the GIR30, Global Investigations Review, 2017

Aerospace, Defense, and Government Services

Commercial litigation 41 Hogan Lovells

Commercial litigation

ADG companies are expanding globally – becoming exposed to diverse supply chains and buyers. Disputes can arise under laws that differ starkly from the company’s base. We offer knowledgeable industry support, plus the experience and capability to handle disputes effectively – no matter where they arise.

We bring unparalleled industry knowledge at every stage of a dispute or litigation. This to our representation. Given the depth of our approach helps us keep many matters out of transactional experience, working day-to- court altogether, and enables us to win when day on the front lines of business, we clearly litigation can’t be avoided. understand your goals. We look beyond tactical Areas of focus skirmishes to see your strategic concerns. Delivering results that help protect and • Antitrust promote your long-term business success. • Class actions We handle a comprehensive array of • Contracts and subcontracts commercial litigation for ADG clients. This • Intellectual property includes cases involving contracts and subcontracts, joint ventures, and teaming • Joint ventures agreements. We can also offer support with • Labor and employment M&A, supply chain, antitrust, intellectual property, class actions, real estate, labor and • Mergers and acquisitions employment, tax disputes, and more. • Supply chain With more than 700 litigation lawyers in nearly • Tax disputes 50 offices worldwide, our practice is one of • Teaming agreements the world’s largest – both in size and breadth of experience. We fully leverage our global capabilities, bringing the right knowledge Aerospace, Defense, and Government Services Capabilities 42

Representative experience

• Representing a prominent defense • Winning a US$52m award for a satellite contractor against claims of trade secret communications company in an misappropriation, breach of contract, international arbitration over a satellite tortious interference with contract, and launch contract. related claims with respect to its unmanned • Obtaining voluntary dismissal of antitrust aerial vehicle business. claims brought against a U.S. proxy • Representing an aviation component company of an international satellite manufacturer on a commercial claim against . an air carrier regarding the supply and • Assisting a leading company specializing in maintenance of wheels and brakes. landing gear systems with an ICC arbitration • Representing an international aerospace regarding the termination of supply and supplier in a dispute with a major military service agreement. supplier in AAA arbitration over bonus • Assisting a Scandinavian aircraft component payments in connection with an asset supplier with United Nations Commission purchase agreement. on International Trade Law (UNCITRAL) • Representing a major insurer in a US$300m arbitration against an Indian . International Chamber of Commerce (ICC) • Supporting investors in an Asian satellite arbitration over a procurement contract for venture against a government contracting a telecommunications satellite. party in two international arbitration • Representing a satellite communications claims relating to satellite orbital slots and company defending against multiple spectrum allocation. claims, including for breach of a teaming agreement. • Assisting a market-leading aircraft manufacturer in a substantial dispute with a startup Indian freight carrier in connection with a contract for the supply of aircraft.

Awards and Rankings

• Band 1, Commercial and Corporate Litigation – London, Chambers UK, 2018

Aerospace, Defense, and Government Services Products and environmental liability litigation 45 Hogan Lovells

Products and environmental liability litigation

ADG companies push established boundaries with their innovative and groundbreaking products. These cutting-edge advances often come with unusually hazardous risks. While you manage these appropriately, accidents can still happen. That’s when you need trusted advisors to protect your interests, financial stability, and reputation.

The landscape of products liability law for We the emerging law on derivative ADG companies that conduct business with sovereign im-munity, ensuring you get the the U.S. government is rapidly changing. best possible advice. Our environmental While you might once have been able to litigators are recognized worldwide for their rely on derivative sovereign immunity, that leading work and advice. And they ensure doctrine is increasingly under attack. And the you take full advantage of any governmental of environmental cleanup from legacy indemnification available for legacy aerospace and defense production is growing environmental issues. exponentially. Areas of focus You can’t always wait for your general litigator • Commodity jurisdiction and classification to get up to speed –you need lawyers who know your industry inside and out. • Compliance plans and training We’re recognized leaders in defending products • De minimis rules and third-party liability cases in the ADG • Encryption controls industry. Prevention is the best medicine. • Export Administration Regulations (EAR) That’s why our teams regularly advise on how to avoid liability before cases are filed. • Fundamental research But when it’s time to litigate, our lawyers fully • International Traffic in Arms Regulations understand your industry. We don’t just write (ITAR) briefs and show up to court. We visit your • Licensing facilities to understand what’s involved in delivering your products. • Non-U.S. export controls We’re especially adept at defending and • Nuclear export controls advising on liability issues arising out of • Re-export transactions products delivered to the government. We • Technology transfers/deemed exports have defended cases concerning government- purchased product mishaps, and have written • Voluntary disclosures and enforcement and presented extensively on the subject. Aerospace, Defense, and Government Services Capabilities 46

Representative experience

• Representing one of the world’s largest • Assisting a leading aerospace company satellite manufacturers in a €290m ICC on the potential risk of involvement in arbitration in London against a Florida- an Italian airport incident, the pending based manufacturer. criminal proceedings, potential civil liabilities, and providing our affidavit in • Assisting a leading aerospace company support of forum non conveniens motions in in monitoring criminal investigations the litigation commenced in the U.S. commenced by Italian authorities in connection with two airport incidents. • Representing a U.S. aircraft leasing company in a UNCITRAL dispute against a • Representing a major aerospace company Malaysian airline arising from the sale of an in connection with claims in CERCLA, allegedly defective aircraft. response costs in the investigation, and cleanup of government military • Defending leading aircraft manufacturers installations. in major air crash litigation, individual products liability matters, and commercial • Successfully defending an ADG contractor disputes. in a US$100m+ toxic tort suit brought by a group of plaintiffs claiming cancer • Successfully arguing on appeal for a leading and cancer deaths from exposure to U.S.-based government contractor in a case contamination from the company’s involving indemnification for liability for testing and manufacturing operations. legacy environmental issues from World War II aircraft production.

Awards and Rankings

• Winner, Export Controls Law Firm • Band 1 for International Trade, of the Year-USA, WorldECR Chambers USA, 2017 and 2018 Awards, 2018 • Tier 1 for International Trade, The Legal 500, 2017 and 2018

Aerospace, Defense, and Government Services EU public procurement 49 Hogan Lovells

EU public procurement

EU procurement rules allow ADG corporations to compete for public sector, defense, and security contracts. They guarantee a fair and transparent process, providing a range of solutions when things go wrong. It’s vital to understand the constraints the rules create and bidding behavior accordingly.

We help you bid compliantly and successfully the continent. In addition, our Brussels team by navigating the complex EU rules. Our teams is well-versed in the procurement regime for understand the interface between procurement EU institutions and other international bodies, legislation and commercial transactions, such including NATO and the ESA. We also handle as and public private partnerships. complaints to the European Commission, and We have a long history in defense and security procurement litigation before the European procurement, having been involved since Courts. before the EU adopted specific regulations Areas of focus in 2009. • Commodity jurisdiction and classification We counsel on the scope of the national security exemption, security of information, • Compliance plans and training and supply concerns. And we offer advice • De minimis rules on issues of market access for non-EU • Encryption controls based bidders, offsets, export control, and subcontracting rules. • Export Administration Regulations (EAR) The EU regulations are also changing. • Fundamental research New rules for the award of public and • International Traffic in Arms Regulations utility contracts and concessions are being (ITAR) implemented. These new laws involve some of the most significant changes of the last 20 • Licensing years. EU regulations on the award of defense • Non-U.S. export controls and security contracts, introduced in 2012, now • Nuclear export controls require that such contracts be competitively bid. Our team stays up-to-date with evolving • Re-export transactions legislation to ensure that you can take full • Technology transfers/deemed exports We are truly pan-European – we can assist • Voluntary disclosures and enforcement you with all of your procurement needs across Aerospace, Defense, and Government Services Capabilities 61

Representative experience

• Representing a multinational support UK, Germany, , and , as well as services company in litigation before in relation to procurements carried out by the English High Court in relation to the NATO. award of four contracts for repairs and • Representing a leading U.S.-based service maintenance work across the UK defense provider on jurisdictional compliance estate, as well as facilities management and requirements across the EU. construction projects with a total value of £4bn. • Representing an EU-based defense contractor on the submission of an offer • Advising a European satellite operator in on procurement of military equipment by relation to the procurement of a military Poland’s Ministry of National Defense. satellite for use by NATO forces. • Representing a large UK-based defense • Representing a major British defense and contractor on the legislative procedure aerospace group in relation to the legislative leading to the adoption of the EU Defense process leading to the adoption of EU and Security Procurement Directive. Directive 2009/81 on Defense and Security Procurement. • Assisting a leading manufacturer of aerospace systems with the defense • Representing a U.S.-based multinational procurement regimes applicable in the UK, defense and aerospace group in relation France, Germany, Italy, and those used by to the implementation of the EU Defense NATO agencies and bodies. and Security Procurement Directive in the

Awards and Rankings

• Band 1 for Public Procurement, Chambers UK, 2017 and 2018

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