Advising defense tech companies on corporate matters requires sector-specific knowledge and experience. For example, mergers and acquisitions involving government contractors and subcontractors present unique notification, consent, diligence and integration issues that must be reflected in negotiations and transaction documents. Drawing on our corporate experience and our knowledge of the defense and national security space, we guide defense tech clients through all phases of corporate M&A, including target assessment, due diligence, risk identification and mitigation, transaction documentation, post-transaction transition and integration, and industrial security reviews.
We help our defense tech clients navigate critical transactions from the outset of the corporate lifecycle. Our emerging company and venture capital team regularly helps entrepreneurs in the defense and technology sectors launch their businesses; fund their growth through angel, venture and strategic financings; and steer their companies to sale, IPO and market leadership. To help fuel their success, we developed WilmerHale Launch, a resource that provides entrepreneurs and founders with the tools and information they need to position their startups for success.
Over the past decade, we have handled approximately 2,700 venture financings with total proceeds of more than $60 billion and approximately 850 mergers and acquisitions with a total value of more than $450 billion. Our experience includes representing innovators, entrepreneurs and investors in a wide range of defense tech–related industries, including artificial intelligence, quantum computing, robotics, big data, cybersecurity and mobile technology.
In addition to helping clients navigate their pivotal transactions, we assist them with the many other legal challenges they face as they launch and grow their businesses. We prepare and implement key agreements with management, employees, consultants, and advisors; design equity incentive plans; advise on employee stock purchase agreements; and counsel founders on how best to achieve liquidity. We also attend board meetings and offer strategic advice and counseling on important business decisions, as well as guidance on forming and running an effective board of directors and board of advisors.
WilmerHale’s technology transactions and licensing lawyers—many of whom have backgrounds in computer science, engineering, biochemistry and other technical fields—leverage their technical knowledge, business acumen and legal experience to structure, prepare and negotiate innovative and effective technology-related agreements for companies in the defense tech space. Our clients in this complex, competitive and ever-changing sector depend on us to help them plan and negotiate licensing transactions and services, distribution, product development, outsourcing, collaboration, joint venture and strategic collaboration agreements that take advantage of opportunities and establish strong business relationships while protecting their innovations.
We handle hundreds of technology transactions each year, including many cross-border deals, and we often receive industry accolades thanks to our deep understanding of the regulatory and business issues driving the technology industry.
Our team regularly advises defense tech companies on the national security aspects of complex, multi-jurisdictional transactions involving government customers, sensitive technologies, classified information and supply chain risk management considerations.
We offer a comprehensive industrial security regulatory capability and frequently advise parties with clearances to handle classified information or to operate within cleared facilities in the defense sector. Our work includes counseling clients on industrial security compliance and handling the negotiation and implementation of FOCI (foreign ownership, control or influence) mitigation measures such as board resolutions, security control agreements, special security agreements and proxy agreements. We also have substantial experience advising clients on US foreign ownership restrictions and representing them in the clearance of proposed business transactions before the Committee on Foreign Investment in the United States (CFIUS). Our lawyers have worked in this area for decades and have successfully handled some of the most challenging CFIUS cases on record.
We have extensive experience counseling clients on FAR and DFARS compliance, and on the defense, trade, export control and sanctions compliance issues that are inherent in corporate transactions involving companies with controlled products and technologies. In addition, we have one of the leading antitrust and competition practices in the United States and Europe and have secured antitrust clearance for hundreds of complex mergers and joint ventures, including some of the most notable transactions involving defense contractors and other defense tech companies.
We have represented a variety of emerging technology and defense/national security companies in their funding rounds, including:
- Accion Systems, a provider of in-space propulsion systems, in its $42 million Series C financing round.
- Alethea, a technology company that detects and mitigates disinformation, misinformation and social media manipulation, in its $10 million Series A funding round.
- Atom Computing, a fast-growing quantum computing startup, in its $15 million Series A funding round.
- Dedrone, a startup offering security solutions addressing airspace vulnerabilities exploited by the advances in consumer and commercial drone technology, in its $15 million Series B funding round and $30.55 million Series C funding round.
- Federated Wireless, a private network pioneer, in its $58 million Series D funding round.
- HawkEye 360, the leading global commercial provider of space-based radio frequency (RF) data and analytics, in its $55 million Series C funding round and $151 million Series D funding round.
- Immuta, an artificial intelligence data management software developer, in its $20 million Series B funding round, $40.5 million Series C funding round, $90 million Series D funding round, and $100 million Series E funding round.
- LogRocket, a provider of software front-end monitoring and analytics services, in its $25 million Series C financing round.
- Metrist, a startup that helps IT teams stay on top of outages among the many cloud services they use to run their own applications, in its $5.5 million seed financing round.
- Tenderly, an Ethereum Blockchain startup, in its $40 million Series B funding round.
- Workrise, a leading workforce management platform for the skilled trades, in its $300 million Series E funding round.
- Zero Emission Industries (ZEI), a hydrogen technology company working to decarbonize maritime shipping and facilities, in its Series A funding round.
In the technology and defense/national security sectors, we have represented many companies in M&A transactions, including:
- Akamai Technologies, the world’s most trusted solution to power and protect digital experiences, in numerous M&A transactions, including its acquisitions of Linode, an infrastructure-as-a-service platform provider, for $900 million; Janrain, a pioneer in customer identity access management (CIAM), for $125 million; and Guardicore, a provider of micro-segmentation and workload protection solutions for data centers and public clouds, for $600 million.
- AM General, a privately held company that designs, engineers, manufactures and supplies high-quality specialized vehicles for military and commercial customers worldwide, in the sale of its commercial assembly plant in Mishawaka, Indiana, to SF Motors, an electric vehicle clean mobility company.
- BAE Systems in several transactions, including the sale of BAE Systems Safety Products Inc. and Schroth Safety Products Gmbh to Takata Corporation; its acquisition of OASYS Technology; and its acquisition of Atlantic Marine.
- Booz Allen Hamilton in several transactions, including its acquisition of the software services unit of the Charleston, South Carolina, technology firm SPARC; its acquisition of the healthcare unit of Genova Technologies; its acquisition of SDI Corporation; and its acquisition of the Defense Systems Engineering & Support division of ARINC.
- CIRCOR International, a leading provider of flow control solutions and other highly engineered products, in its $855 million acquisition of Colfax Fluid Handling from Colfax Corporation.
- Danaher, a global science and technology company, in its acquisition of Phenomenex, a privately held manufacturer of consumables for the separation sciences, as well as other acquisitions.
- Fortive, a diversified industrial growth company, in its $775 million acquisition of Gordian, a leading provider of construction cost data, software and services; and its $1.2 billion acquisition of ServiceChannel, a leading global provider of SaaS-based multi-site facilities maintenance service solutions.
- Instinet, a Nomura Group subsidiary that provides equity trading services to financial institutions, in its acquisition of FIS Brokerage & Securities Services LLC’s trading technology business, Fox River, a provider of algorithmic trading solutions.
- Kadant, a leading global supplier of equipment and critical components used in process industries, in its $179 million acquisition of Syntron Material Handling Group and certain of its affiliates.
- Lookout, a leading provider of endpoint and cloud security solutions, in the acquisition of SaferPass, an innovative password management company.
- MKS Instruments, a global provider of technologies that enable advanced processes and improve productivity, in its $1 billion acquisition of Electro Scientific Industries, an innovator in laser-based manufacturing solutions for the micro-machining industry; and its $980 million acquisition of Newport Corporation, a worldwide leader in photonics solutions.
- Progress Software, the leading provider of products to develop, deploy and manage high-impact applications, in its acquisitions of Kemp Technologies for $258 million, Ipswitch, Inc. for $225 million and Chef for $220 million.
- Robinhood Markets, a US consumer investing and trading service, in its $140 million acquisition of Say Technologies, a venture-backed investor communication platform.
- Spectris plc, a UK-based supplier of high-tech precision instruments, in its $82 million acquisition of Dytran Instruments, a leading designer and manufacturer of piezo-electric and MEMS-based accelerometers and sensors; and its $166.7 million acquisition of Concurrent Real-Time, a global provider of high-performance, real-time computational hardware and software solutions.