Corporate, finance, and regulatory counsel for the aviation sector, covering aircraft and aerospace transactions, drone and unmanned-aircraft ventures, and the cross-border structuring that mobile assets demand.
An aircraft may carry an N-number only if its owner is a United States citizen, which for a company means a citizen president, two thirds of the board and 75 percent of the voting interest. Everyone else registers through a trust with a citizen trustee. The entity that signs the purchase agreement is the one the Registry will or will not accept, a question for the term sheet.
A conveyance or lien on an airframe is recorded with the FAA in Oklahoma City, and its priority is fixed by the minute it is registered on the International Registry under the Cape Town Convention, which will not take a filing against an N-registered aircraft without the FAA's authorization code. A lease of a large aircraft must carry the truth-in-leasing clause, reach the FAA within 24 hours of signing and be notified to the local FAA office 48 hours before the first flight.
We are corporate and finance counsel to owners, lessors and the investors behind them, and to drone ventures working inside Part 107. Certification and airworthiness belong to aviation-regulatory counsel; we coordinate that work and say where ours ends.
Structuring and documenting the purchase and sale of aircraft and engines, from the letter of intent and purchase agreement through title and registration diligence and the closing mechanics that move a mobile asset cleanly between owners.
Debt and lease structures for aircraft and fleets, including operating and finance leases, secured lending, security interests and registrations, and the inter-creditor terms that keep a financing defensible across jurisdictions.
Counsel to UAS operators, manufacturers, and the investors behind them on entity formation, financing rounds, commercial and data agreements, and a structure that can carry the authorizations unmanned flight requires.
Formation, capitalization, and M&A for aerospace and aviation-services companies, with equity rounds, joint ventures, and acquisitions across the manufacturing, MRO, and services supply chain.
Reading ownership-and-control rules, registration and certification status, operating authority, and export-control and sanctions exposure into the deal, and coordinating with aviation-regulatory counsel where a filing or certification is at stake.
Structuring acquisitions, leasing, and finance that span jurisdictions, with registration, security, and local-law steps coordinated with locally admitted counsel so an aircraft and its deal documents travel together.
A financier's real security is an irrevocable deregistration and export request authorization recorded with the FAA, which lets it deregister and fly the aircraft out on default without the owner's signature. Under the Cape Town insolvency rules the United States adopted, the creditor gets the aircraft back, or the default cured, within 60 days.
A special-purpose company that owns the aircraft and supplies it with crew to its parent for a fee is carrying passengers for compensation, which is commercial operation without a Part 135 certificate. The cure is a dry lease with crew arranged separately, and that decides whether the 7.5 percent excise tax applies.
A commercial drone under 55 pounds flies under Part 107: a certificated remote pilot, 400 feet above ground, within visual line of sight, broadcasting Remote ID. Beyond that line it needs a waiver, and a Part 108 approval once the rule proposed in 2025 is final; a delivery business needs an air carrier certificate.
A civil aircraft is classified under the Export Administration Regulations, and since 2022 the Commerce Department has published the tail numbers of aircraft it says flew to Russia in breach of them. Refueling, servicing or financing a listed aircraft anywhere is itself a violation, so we screen the airframe as well as the buyer.
Certification, airworthiness, and certain regulatory filings require aviation-regulatory counsel admitted to that work. We structure the deal to support that work, coordinate it, and say plainly where corporate counsel's role ends.
Funds and documents sit with an escrow agent at the FAA Registry, the title search runs that morning, and the bill of sale, registration application and lien releases are filed in sequence while the aircraft waits in a state with no sales tax or a fly-away exemption. The call is scripted to the minute.
Before a term sheet hardens, we trace the aircraft's chain of title, registry status, and recorded liens, and we read the buyer's ownership-and-control structure against the registration rules, so the entity that takes delivery is one the regulator will accept.
The owner entity, the lease chain, and the financing are built together: SPV or trust ownership, an operating or finance lease, and security interests placed where they will be enforceable. Export-control and sanctions screening runs before anyone is committed.
Aircraft close on a choreographed call: escrowed funds and documents, deregistration and re-registration steps, and lien releases and new security filings timed to the minute, often while the aircraft is positioned in a chosen jurisdiction for delivery.
Post-closing, the structure keeps working through lease compliance and rent flows, maintenance-reserve and redelivery-condition provisions, refinancings, and the amendments that follow when the operator, the route, or the regulator's framework changes.
The asset crosses borders in hours, so the paperwork has to arrive first.
Hart David Carson LLP acts on the corporate, transactional, and regulatory side of aviation. That covers aircraft acquisition, finance, and leasing, the formation and capitalization of operators and aerospace ventures, commercial contracting across the supply chain, and the regulatory posture that manned and unmanned operations both require. We are corporate and private-capital counsel to the sector rather than certification engineers, and we coordinate with aviation-regulatory and locally admitted counsel where a matter calls for it.
Yes. A commercial drone business runs on Part 107 until its operations outgrow it: a certificated remote pilot, an aircraft under 55 pounds, 400 feet above ground and visual line of sight, with waivers for what falls outside those limits. A delivery or inspection fleet at scale moves toward an air carrier certificate and, once the FAA's Part 108 rule is final, a beyond-visual-line-of-sight approval. We form and finance the company, draft the customer and data agreements, and structure the venture so the certificate holder, the aircraft owner and the data all sit where the regulator and the investors expect them. Waiver and certification filings are coordinated with aviation-regulatory counsel.
Yes. The Cape Town Convention now binds more than 80 states, and in each of them a registered international interest takes priority by the order of registration, so a cross-border financing is sequenced around the International Registry as much as the local one. Where the aircraft's state of registry has not joined, a deregistration power of attorney and local-law security take the place the IDERA would have held. We run the US side from Chicago, work through partner firms in London and Dubai, and engage locally admitted counsel from a partner network of about 51 jurisdictions for the registry filings, local security and tax steps a particular closing requires.
Our aviation work is corporate, transactional, and regulatory, and our broader litigation practice covers commercial and contract disputes that arise in the sector. Where a dispute requires aviation-liability or regulatory-enforcement counsel, we coordinate with the appropriate firm rather than hold the matter out as our own.
Ownership and control rules, registration and certification status, operating authorizations, export-control and sanctions exposure, and, for unmanned systems, the evolving framework for beyond-visual-line-of-sight and commercial flight. We read those questions into the diligence and the deal documents from the start, and we coordinate with aviation-regulatory counsel where a filing or certification is in play.
A partner, and a few facts save the first week. Bring the aircraft's current registry and recorded liens, the chart of the entity that will own it with the citizenship of everyone up that chart, and whether it will fly privately or for compensation. Add the delivery date and location. With those we can say on the first call whether the owner entity will register, what the lease and crew arrangement must look like, and where closing should take place. If the matter is mainly certification or airworthiness, we will say so and point you to aviation-regulatory counsel.
Transactions, IP, and growth capital for software and platform businesses, the same deal disciplines that carry the autonomy and data layers behind unmanned flight.
Explore →Fund formation, governance, and cross-border structuring for managers and sponsors, which is the capital side of aircraft finance and asset-backed ventures.
Explore →Corporate and transactional structuring for operators and investors, including joint ventures, acquisitions, and asset-holding entities that hold under pressure.
Explore →Buyouts, direct deals, and fund formation for sponsors and the family offices behind them, with the governance work that keeps a portfolio defensible.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.