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FCC Licensing & Spectrum
Counsel on FCC license applications, spectrum strategy, and the eligibility and ownership questions that determine what a wireless, satellite, or broadband venture can hold and operate.
Corporate & Business Law
Communications Regulatory (FCC)
FCC licensing, spectrum, and compliance counsel for the companies that build on the airwaves and the networks, with the regulatory path written into the corporate plan long before closing.
A buyer who takes control of an FCC licensee without the Commission's prior consent has violated Section 310(d) of the Communications Act, and consent is not a formality. The applications go on public notice, petitions to deny are due within 30 days, and a wireless consent lasts 180 days, with closing to be reported within 30 more.
Ownership is tested as well as control. Direct foreign ownership of a broadcast or common-carrier wireless licensee above 20 percent is barred outright; indirect holdings above 25 percent need a declaratory ruling, and a foreign investor anywhere in the chain can send the deal to Team Telecom, which has 120 days for its initial review and 90 more for a secondary assessment.
We put those clocks inside the transaction documents and the operating calendar: the license census and the cap-table trace before the term sheet, transfer applications that say what the merger agreement says, and the recurring certifications and renewal deadlines the operating team then has to keep. Where a proceeding calls for FCC regulatory counsel with that depth, we bring them in and stay accountable for the whole.
What we do
Communications regulatory counsel for operators, device companies, and the investors who back them, woven into the corporate work from licensing to the consent that clears a deal.
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Transactional FCC Consent
Structuring transfers of control and assignments of FCC licenses, with the prior-consent applications, conditions, and closing mechanics built into an acquisition so the regulatory step is on the timeline from the start.
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Equipment Authorization & Devices
Guidance for device and technology companies on FCC equipment authorization, marketing and labeling rules, and the compliance questions that arrive when a product that emits RF energy reaches the U.S. market.
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Regulatory Diligence for M&A
Communications-regulatory diligence on a target's licenses, authorizations, and compliance posture, surfacing the conditions and exposures that bear on price, structure, and the path to closing.
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Compliance & Ongoing Counsel
Ongoing compliance support under the Communications Act and FCC rules, covering reporting obligations, license conditions, and the program a regulated communications business has to keep current.
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FCC Matters & Counsel Coordination
Representation in matters before the FCC, coordinating with FCC regulatory or locally admitted counsel where a proceeding or technical filing requires that admission and depth.
What you should know
The realities that shape a communications regulatory strategy.
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Licenses come with build-out dates
Most wireless licenses carry construction or coverage deadlines written into the authorization, and a licensee that misses one without an extension sees the license terminate automatically. Broadcast licenses run eight years and are renewed on a showing of service. A spectrum position is a set of dates as much as frequencies, and diligence reads them.
02
Pro forma is the short road
A reorganization that leaves ultimate control where it was is pro forma: for a wireless licensee it needs no prior consent, only a notification within 30 days after closing. Domestic Section 214 transfers clear on a streamlined basis 31 days after public notice, and international ones in 14, absent an objection.
03
Certified, declared, or kept off the shelf
A transmitter is authorized by certification through a telecommunication certification body; most unintentional radiators can use a supplier's declaration of conformity. Marketing before authorization is a violation in itself, a hardware change may need a Class II permissive change before the revised unit ships, and equipment on the Covered List cannot be authorized at all.
04
Foreign ownership is counted through the chain
The Section 310(b) percentages are measured through every tier of ownership, so a fund's limited partners and a public parent's shareholders count, and a licensee that cannot identify its owners cannot certify compliance. A petition for declaratory ruling takes months and comes back with conditions, so the cap-table trace is done before the term sheet.
05
The compliance calendar is fixed
A carrier files its customer-proprietary-network-information certification by March 1, its annual Form 499-A revenue report by April 1, and a 499-Q projection every quarter, and the universal-service contributions those filings drive are a cost of revenue, not an afterthought. None of these dates moves for a financing or a closing.
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Lenders cannot take the license
The Commission does not allow a security interest in an FCC license itself, only in the proceeds of its sale, and foreclosing on the licensee's stock is a transfer of control that needs prior consent like any other. A credit agreement is drafted around both facts, usually as a pledge of the holding company's equity.
Anatomy of a consent
How this work runs
A deal that must clear the Commission before it closes.
- Stage 01
License Census
Before anything is filed, every authorization gets found and read: wireless and earth-station licenses, Section 214 authority, equipment authorizations, and the conditions riding on each. The cap table is traced at the same time, because foreign ownership above the statutory benchmarks changes the path itself.
- Stage 02
The Applications
Transfer-of-control and assignment applications are drafted and filed in the Commission's licensing systems, pro forma where the rules allow the short route and full applications where control changes hands. The deal documents are conditioned on grant, so the contract and the filings tell the same story.
- Stage 03
Public Notice & Review
The applications go on public notice. Petitions to deny, staff questions, and, where foreign ownership triggers it, executive-branch review through Team Telecom all run on the Commission's clock. We manage this stretch by filing responses promptly and negotiating conditions instead of absorbing them.
- Stage 04
Grant & Consummation
Consent issues, often with conditions that will govern the business long after signing. Closing happens inside the consent window, the consummation notice is filed, and the conditions are translated into a compliance program the operating team can run.
The Commission reviews your deal on its own timeline, so we put that timeline inside your deal.
25%
the foreign-ownership benchmark above which indirect investment in a radio licensee requires Commission review
Frequently asked
Common questions on FCC and communications regulatory work.
What is FCC communications regulatory work?
It is the law of who may use the radio spectrum and the public networks, and on what conditions. The Communications Act and the Commission's rules decide which services need a license, which devices need authorization before sale, and when a change of ownership needs consent first. The clients are network operators, device makers whose products contain a radio, and the investors and acquirers who buy into either. We advise on these matters and coordinate with FCC regulatory counsel where a particular proceeding calls for that depth.
Who needs FCC counsel?
Anyone whose product contains a radio, since it cannot be marketed in the United States without equipment authorization. Anyone who provides telecommunications or interconnected VoIP service, since that brings Form 499 contributions, CPNI certification, and often a Section 214 authorization. Anyone who holds a license with a build-out deadline. And anyone buying or financing such a company, since a change of control needs prior consent and foreign money in the cap table is counted against the 20 and 25 percent lines. If none of those apply, you probably do not need us for this.
Does an acquisition involving an FCC license need special handling?
Yes, and the handling is mostly sequencing. Transferring control of a license without prior consent violates Section 310(d), so the merger agreement is conditioned on grant and the applications are filed as soon as the deal is signed. They go on public notice, petitions to deny are due within 30 days, and the staff can ask questions that stop the clock. If a foreign investor sits anywhere in the chain, Team Telecom review adds 120 days plus a possible 90, and a mitigation agreement that outlives the deal. Wireless consents are good for 180 days, so the outside date is set with that number in view, and the consummation notice is filed within 30 days of closing.
How does communications regulation intersect with corporate work?
At three points. At formation, because the entity type and the citizenship of its owners decide which licenses it can hold without a declaratory ruling, and foreign limited partners in an investor's fund count toward the 25 percent benchmark. At financing, because a round that gives an investor de jure or de facto control is itself a transfer of control requiring consent, and because a lender can take a security interest only in the proceeds of a license, never the license. And at exit, because every buyer's timeline will be set by the Commission's. Treating the regulatory path as part of the corporate architecture keeps those three moments from becoming surprises.
What is FCC equipment authorization?
Most devices that emit radio frequency energy must be authorized under FCC rules before they can be marketed or imported in the United States, through certification, supplier's declaration of conformity, or another applicable path. We advise device and technology companies on the authorization framework, marketing and labeling requirements, and the compliance questions that arrive with a new product, and we coordinate with technical resources where a filing requires them.
Can Hart David Carson LLP handle a proceeding before the FCC?
Hart David Carson LLP advises clients on communications regulatory strategy and represents companies in matters before the FCC, and we coordinate with FCC regulatory or locally admitted counsel where a particular proceeding or filing requires that admission or depth. The aim is one corporate team that keeps the regulatory strategy aligned with the company's transactions and growth, drawing in additional depth as the matter demands.
Related
Adjacent corporate practices that intersect with communications regulatory work.
Mergers & Acquisitions
Buy-side and sell-side counsel for transactions where a change of control over a regulated business, FCC licenses included, has to clear before the deal can close.
Explore →Public Companies
Counsel for public and public-bound companies on disclosure, reporting, and the governance demands that accompany a regulated, listed communications business.
Explore →Corporate Governance & Securities
Board structure, fiduciary duty, and federal and state securities compliance for companies whose ownership and disclosure intersect with regulatory eligibility.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice