Corporate, transactional, and regulatory counsel for the defense-technology economy, where capital, dual-use technology, and the federal government meet, and where the deal has to survive the review as well as the diligence.
A company that manufactures a defense article must register with the State Department whether or not it ever exports one, and a drawing of that article shown to a foreign-national engineer in a Chicago office is an export to her country. That is where a defense-technology company's exposure begins, usually before it has a customer.
The government is a party to every deal in this sector, at the table or not. A foreign investor taking a board seat or access to technical information in a company that makes controlled technology is making a covered investment under CFIUS even with a minority stake, and where an export license would be needed to show that investor the technology, the filing is mandatory and due at least 30 days before closing. A government contract does not pass with purchased assets; it needs a novation the contracting officer may refuse.
Some of this work requires a registration, admission, or clearance we do not hold. Where it does we say so and coordinate with counsel who hold it; what we bring is the corporate judgment to see the overlay before it is a problem.
Testing a transaction against the jurisdiction of the Committee on Foreign Investment in the United States, structuring it to manage review risk, and preparing declarations and notices in matters before CFIUS so foreign capital and security-sensitive assets can be brought together without the deal stalling.
Counsel on the ITAR and EAR regimes, covering classification, licensing, and the compliance programs a defense-technology business needs. Licensing and enforcement matters that require registered export-controls counsel are coordinated through them.
Advising on economic sanctions programs and the screening, diligence, and compliance posture they demand, including matters before OFAC, so investors and operators can move across borders without tripping a prohibited counterparty or jurisdiction.
Corporate and commercial counsel to government contractors and companies entering the federal market, covering entity structuring, teaming and subcontract arrangements, and compliance frameworks, with bid protests and procurement litigation handled alongside counsel admitted in those forums.
Mergers, acquisitions, and growth-capital transactions for defense-technology and dual-use ventures, with diligence that surfaces export-control classification, foreign-ownership exposure, and CFIUS sensitivity before the terms are set.
Structuring investment, ownership, and governance around technology the government scrutinizes, through mitigation-aware cap tables, foreign-limited-partner arrangements, and the corporate architecture that lets capital and clearance-sensitive assets coexist.
A CFIUS declaration is assessed in 30 days. A full notice takes 45 days of review and, if the Committee opens an investigation, 45 more. Outside dates, interim covenants, and reverse termination fees are drafted to that calendar, and a missed mandatory filing carries a penalty of up to the transaction's value.
Under the Export Administration Regulations a dual-use item carries an Export Control Classification Number or falls to EAR99, and that label decides whether a license is needed at all. A company that has never classified its products cannot answer the first diligence question; the fix is a classification exercise, not an opinion letter.
A foreign limited partner in a US-managed fund is not treated as the investor if it has no access to technical information, no board rights, and no part in investment decisions, so fund documents are drafted to those tests. Where mitigation is required, a national security agreement can dictate board composition and data access.
Parts of this field, including certain licensing, cleared work, and procurement litigation, require admission, registration, or clearance that we coordinate rather than hold. We tell clients where that line is and bring in counsel who hold what the work requires.
Export and sanctions regulators grade compliance by program and publish what one contains: written procedures, restricted-party screening at onboarding and before each shipment, and a technology control plan for foreign-national staff. A violation disclosed voluntarily before the agency finds it is treated as mitigating by the State Department, Commerce, and Treasury alike.
US export controls follow the item, not the exporter: a foreign-made product with more than a de minimis share of controlled US content is subject to the EAR when re-exported from a third country. The United Kingdom has required notice of acquisitions in 17 sensitive sectors since 2022, and most EU states screen inbound investment.
Before a term sheet exists, the target's technology is mapped against the ITAR and the EAR: what is controlled, at what level, and how commercial the business really is compared with its pitch deck. That classification drives everything that follows, including the threshold question of coverage.
The cap table and the investor's ultimate beneficial ownership are read against CFIUS jurisdiction: is this a covered transaction, is a declaration mandatory, is a voluntary notice the safer path? Filing strategy is set here, before signing.
The deal is rebuilt so it can clear. Passive-investor terms, foreign-LP information walls, governance carve-outs, and mitigation-ready provisions are drafted into the documents so that a national-security agreement, if one is required, does not blow up the economics.
The filing runs, questions from the Committee are answered on the clock, and closing is conditioned on clearance. Then the overlay becomes an operating system of export-control programs, sanctions screening, and mitigation compliance the company must live with, coordinated with cleared or registered counsel where clearance or registration requires it.
In this sector, the regulator is a party to the deal, so we draft as if the Committee is already reading.
Hart David Carson LLP provides corporate, transactional, and regulatory counsel to the defense and national-security economy: defense-technology companies, dual-use ventures, investors, and the government contractors that serve federal agencies. Our work covers CFIUS and foreign-investment review, export controls and sanctions, government contracting, and the structuring of investments and acquisitions around security-sensitive technology. Where a matter requires an admission or clearance we do not hold, we coordinate with registered or cleared counsel.
Yes. We advise on transactions that may fall within the jurisdiction of the Committee on Foreign Investment in the United States. That means testing a deal for coverage, structuring it to manage review risk, and preparing declarations and notices in matters before CFIUS. The aim is to identify exposure early so foreign capital and security-sensitive assets can be brought together without the deal stalling at the review stage.
Yes. We counsel clients on the ITAR and EAR export-control regimes and on economic sanctions programs administered by the agencies that enforce them, including matters before OFAC. That includes classification and licensing questions, screening and compliance programs, and the export-control diligence that a defense-technology transaction requires. For licensing and enforcement matters that call for it, we coordinate with registered export-controls counsel.
Yes. We advise government contractors and the companies entering the federal market on the corporate and commercial side of that work: entity structuring, teaming and subcontract arrangements, compliance frameworks, and the M&A and capital transactions that consolidate the contracting base. Bid protests and procurement litigation are handled in coordination with counsel admitted and experienced in those forums.
By classifying before we draft. The target's products are mapped to the ITAR's munitions list or to an EAR classification, the cap table is read for foreign ownership down to the ultimate beneficial owner, and the investor's rights are tested against the three CFIUS triggers of technical-information access, board rights, and a part in substantive decisions. What comes back decides the structure: a passive instrument, a filing timed to signing, or documents drafted to accept mitigation. Diligence then confirms the registrations and licenses exist, because an unregistered manufacturer is a disclosure before it is an acquisition.
Yes. A deal that touches more than one country is screened more than once: by CFIUS in the United States, by the UK's Investment Security Unit where a target has activities in a notifiable sector, and by the national screening authorities most EU states now run, each on its own timetable and with its own definition of control. Export rules add a layer of their own, since US controls follow US-origin items wherever they travel. The firm works from Chicago, with offices in London and Dubai through partner firms, and coordinates locally admitted counsel wherever a filing or an admission is required.
Transactions, IP, and growth capital for software and platform businesses, including the dual-use ventures whose technology draws national-security scrutiny.
Explore →Fund formation, governance, and cross-border structuring for managers and sponsors, including the foreign-capital arrangements that trigger investment-review analysis.
Explore →Buyouts, direct deals, and fund formation for sponsors and family offices, with the diligence and governance that keep a security-sensitive acquisition defensible.
Explore →Projects, finance, and regulatory work for energy and resources operators, a sector that shares national-security exposure and cross-border investment-screening realities.
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.