Aerospace & Defense

In addition to representing private capital and institutional investors, Ropes & Gray also works with the platforms these investors back. Our experience ranges from defense technology and autonomous systems development to prime-contractor carve-outs and dual-use platforms. Our national security and regulatory attorneys work alongside our transactional and litigation teams to pinpoint regulatory exposure and clearance requirements, and assess compliance costs during diligence.

For sponsors and institutional investors, timely intelligence can determine whether a deal is actionable and how risk is priced. We track defense budget priorities, procurement trends, and the expanding regulatory perimeter, giving investors the insight they need to make informed decisions and move with confidence. Our team includes former senior government officials, including a former Under Secretary of Homeland Security and a former U.S. Attorney, alongside veteran national security practitioners. Their firsthand understanding of agency decision-making adds value for investors in assessing CFIUS outcomes, procurement trends, and enforcement risk.

Defense-sector transactions carry regulatory considerations that do not exist in other industries: CFIUS and foreign investment review, facility security clearance continuity, foreign ownership, control or influence (FOCI) mitigation, government data rights that attach to divested programs, export control classification, cybersecurity and Cybersecurity Maturity Model Certification (CMMC) compliance, and customer concentration tied to single-agency funding lines. These requirements affect how deals are structured, what diligence must cover, what compliance costs are underwritten, and which buyers are available at exit. We partner with investors to identify and price these exposures from the earliest stages of diligence and carry that analysis through the holding period and into exit planning.

• Transactions and capital. M&A, carve-outs, growth equity, and debt financing for companies operating in regulated defense and government markets. We help clients navigate the regulatory issues that shape these transactions, integrating CFIUS, export control, and security clearance analysis into deal planning from the outset so that regulatory risk is identified during diligence, not after signing.
• National security and foreign investment. CFIUS filings and mitigation agreements, non-U.S. foreign direct investment (FDI) screening, FOCI mitigation, and facility clearance continuity through changes in ownership. Our dedicated CFIUS team works alongside deal counsel throughout the transaction,assessing risk, structuring investment vehicles to address national security concerns, preparing filings, negotiating mitigation agreements, and maintaining credibility with CFIUS member agencies at both the enterprise and transaction levels.
• Trade and technology controls. Export control and sanctions compliance, licensing, and risk management in cross-border structures. We conduct targeted export administration regulations (EAR) diligence and international traffic in arms regulations (ITAR) diligence for defense and aerospace acquisitions, identify potential risks early to preserve deal timing, and build compliance programs with effective governance, screening, and escalation protocols that anticipate expectations of regulators.
• Cybersecurity and data. CMMC readiness, Defense Federal Acquisition Regulation Supplement (DFARS) cybersecurity compliance, incident response, and supply chain security. We conduct privileged cybersecurity assessments to identify gaps, design customized incident response plans, and advise on reporting obligations, providing portfolio companies a single team for both proactive compliance as well as enforcement defense when a breach or investigation arises.
• Investigations and enforcement. Government investigations, enforcement defense, voluntary disclosures, and regulatory counseling across the defense sector. Our team, which includes former federal prosecutors and veteran enforcement lawyers, prepares voluntary self-disclosures to reduce penalty exposure, represents clients before the Treasury Department’s Office of Foreign Assets Control (OFAC), the Commerce Department’s Bureau of Industry and Security (BIS), the Department of Justice (DOJ), the State Department’s Directorate of Defense Trade Controls (DDTC), and other agencies, and helps clients strengthen compliance and governance.

• Represented Advent International in its investment in Saronic Technologies, a manufacturer of autonomous maritime vessels, as part of its $1.75 billion Series D financing
• Represented Arcline Investment Management in its $2.2 billion acquisition of Novaria Group, a provider of engineered aerospace components and specialty processes
• Represented CIRCOR International, a manufacturer of flow control products for the aerospace, energy and industrial markets, in its $1.6 billion take-private acquisition by KKR
• Represented TPG Capital in its sale of Wind River, a US-based provider of software solutions for mission-critical IoT systems, with a strong focus on aerospace and defense applications, to Aptiv, an Ireland-based company
• Represented Advent International as co-lead investor in defense technology company Shield AI's $1.5 billion Series G financing round which values the company at $12.7 billion
• Represented Kanders & Company, and its controlled public company Cadre, a leader in the manufacturing of safety products for first responders, in the acquisition of Alpha Safety, a manufacturer of nuclear safety equipment
• Represented Fisica, a portfolio company of Kanders & Company, in its add-on acquisition of Space Vector, a provider of high-reliability radio frequency avionics and battery systems
• Represented Arcline Investment Management in its acquisition of Avantus Aerospace Group, a provider of engineered shims and fasteners for the global aerospace and defense industries, from Inflexion