Aerospace and Defense (A&D)

Dynamic, Comprehensive Approach

We have the depth and breadth of experience necessary to offer our aerospace and defense (A&D) clients a broad range of services that are sensitive to the complex and often subtle differences in state laws. Our A&D attorneys regularly call on the diverse talents and experience of their colleagues to effectively and efficiently handle complex matters involving business and finance, real estate, construction, environmental, government relations, land use and development, and federal and state tax issues. Our team of attorneys remain actively involved in a variety of industry organizations across all spectrums of the A&D industry in order to stay on top of the ever-changing legal landscape of the A&D industry. 

Snell & Wilmer has been serving clients in key aspects of the aerospace and defense industry for over 60 years. Our team consists of knowledgeable attorneys who are experienced in the legal issues facing airports, airlines and aircraft owners and operators, other government service providers, suppliers, distributors, technology firms, construction firms as well as those involved in aviation-related manufacturing, services and operations and other support functions. Providing a full range of A&D-related legal counsel and services, our practice in this highly unique area involves addressing critical issues related to day-to-day operations, policies and procedures, ownership and management, compliance regulations, product liability, employment matters, mergers & acquisitions, tax, intellectual property and other similar matters. Our attorneys provide practical, “hands-on” advice and counsel, utilizing a solutions-oriented approach that has helped us build long-term relationships with our clients in the A&D industry.
 
Snell & Wilmer’s clients range from individuals to national and international companies at all stages of development – from start-up and emerging companies to middle-market businesses and global A&D companies. Our team of lawyers includes individuals who have worked in-house and in government roles, providing them a unique insight into the A&D industry. Whether handling a transaction, contract or dispute, this insight allows for a practical, solutions-oriented approach. Our team combines practical experience with targeted industry knowledge in the areas of government contracting, foreign ownership and control, including CFIUS, export controls and trade sanctions and other regulatory matters.

The following is a high-level overview of the practice areas covered by our team of attorneys from the perspective of the needs of the A&D industry: 

Administrative and Legislative Proceedings

• Administrative hearings and judicial reviews of administrative action 
• Government contracting and procurement processes, solicitations and bid protests 
• Licensing, permitting, variances and other approvals 
• Professional disciplinary and rulemaking hearings, including petitions, challenges and waivers 
• Responses to governmental inquiries, subpoenas, direct disclosures, voluntary disclosures and grand jury subpoenas 
• Freedom of Information Act (FOIA) and public records requests for private, confidential and proprietary information 
• Witness assistance in judicial and administrative proceedings 
• False Claims Act whistleblower actions 
• Regulatory compliance program development and audits 

Corporate Transactions

• Acquisitions, dispositions, restructurings and spin-offs 
• Joint ventures and strategic alliances 
• Technology transfer and licensing 
• Capital market offerings including debt and equity financings, refinancings, syndicated loan transactions and mezzanine financings 
• Equipment financing and leasing 
• Project finance 
• Venture capital and private equity investments 
• Corporate governance 
• Public company reporting 
• Emerging business 
• Shareholder/owner buyouts and dispute resolution 

Litigation 

• Commercial litigation and dispute resolution 
• Class actions 
• Construction dispute 
• Tort and premises liability 
• Aircraft accident claims 
• Commercial contracts and toxic tort

Intellectual Property 

• Patent and trade secrets advice and litigation 
• Copyrights, procurement and litigation 
• False advertising litigation 
• Overall IP strategy review 
• Patent-based transactions and strategic counseling, including patent assessment and due diligence 
• Patent filing, maintenance, infringement/enforcement investigations and litigation 
• Patent procurement and U.S. and foreign-based prosecution 
• Trade secret and unfair competition litigation 
• Trademark applications, counseling, enforcement, maintenance, searches and litigation 

Contract Negotiation, Implementation and Administration 

• Supplier and manufacturer and other vendor agreements 
• Airline use and lease agreements 
• Commercial agreements, including rental car, food and beverage, parking, ground transportation, and other concession agreements 
• Franchising agreements 
• Construction contracts 
• Subcontractor negotiations

Labor and Employment 

• Counseling and litigation, including with respect to employment discrimination, harassment and wrongful discharge 
• Employment, independent contractor and consulting agreements 
• Misappropriation of trade secrets, non-competition/non-solicitation matters 
• Alternative dispute resolution and arbitration agreements 
• Employee incentive programs (including stock options, restricted) 

Real Estate 

• Lease, option, easement, development, license and property management agreements 
• Development agreements 
• Acquisition and disposition 
• Concession agreements 
• Land use, regulatory and environmental matters, including counseling, transactions and litigation 
• Economic development and construction 

Tax 

• Federal, state and local tax 
• Structuring and planning 
• Tax credit financing, controversy and litigation 

Bankruptcy 

• Restructuring 
• Workouts 
• Receivership 

As a sampling of our breadth and depth of experience in the A&D industry, our attorneys have assisted clients with the following types of transactions: 

Corporate and Securities 

• Representation in connection with structuring corporate aircraft purchase and ownership programs 
• Counsel for aerospace parts manufacturer in business sale, including negotiation of purchase agreement, representation and warranties relating to FAA and other regulatory compliance and regulatory risk mitigation 
• Represented Dave Janes and Janes Capital Partners for approximately 20 years, including the sale of multiple aerospace and other manufacturing businesses 
• Represented largest shareholder of an aerospace company in an $850 million sale to a public company 
• Represented owners of an aeronautical machining company in its sale to a private equity fund 
• Represented a private equity fund and a pension fund in the acquisition of an aerospace company 
• Represented and assisted various public and private companies and individuals in connection with issues relating to the acquisition, leasing and registration of aircraft, tax structuring, ongoing aircraft management under Parts 91 and/or 135 of the Federal Aviation Regulations and other FAA regulatory matters 
• Represented investment group in its acquisition out of bankruptcy of a leading German aerobatic and travel aircraft manufacturer
• Advised an engine manufacturer in connection with negotiation of a defense subcontractor agreement, including flow down provisions and special intellectual property and prototype ownership provisions
• General corporate representation advising a manufacturer of parts for commercial aviation, defense, spacecraft, and precision machinery 

Commercial Finance

• Counsel to corporate and individual buyers of private aircraft and related structuring and aircraft leasing agreements 
• Counsel to various lenders on secured transactions, including aircraft and related collateral 

FAA Compliance / Regulatory 

• Counsel to various FAA Part 135 charter operations in connection with FAA compliance and structure 
• Advise clients on FAA regulatory compliance issues related to the establishment of public sector and private sector Part 107 Unmanned Aircraft Systems programs 
• Appeared before the FAA Chief Counsel on behalf of clients 
• Advising an engine manufacturer with ITAR compliance issues

Labor and Employment

• Represented international aerospace company in federal court in noncompetition/non-solicitation/confidential information litigation
• Represented a national aerospace company in a non-competition/trade secrets dispute against a former employee and his new employer
• Defended national aerospace company in multiple phases of a non-competition lawsuit lodged by a competitor in multiple judicial forums