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Todd Overman

Todd Overman is the chair of the firm’s Government Contracts practice and Managing Partner of the Washington, D.C. office.  He has over twenty years of experience advising companies on the unique aspects of doing business with the federal government. Over the last decade, he has advised on more than 50 transactions involving the purchase or sale of a government contractor.

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Given the continued high volume of mergers and acquisitions (M&A) transactions in the federal marketplace, buyers and sellers need to be aware of the developing body of case law at Government Accountability Office (GAO) and Court of Federal Claims (COFC) regarding how acquisitions are impacting pending bids and the steps that parties can take to protect those bids in certain situations.

This post will highlight recent cases and provide practical guidance on diligence, deal timing and communications with government customers regarding transactions. Additionally, this post will outline bid protest decisions involving asset deals and corporate reorganizations, and their impact on pending bids.Continue Reading How Do Mergers & Acquisitions Impact Pending Bids?

A recent decision by the U.S. Court of Federal Claims in Bitmanagement Software GMBH vs. The United States determined the United States was not liable for copyright infringement because, based on the interactions between the parties, the Navy was authorized to copy Bitmanagement’s software on 350,000 computers. Bitmanagement is a German company that develops software for rendering three-dimensional graphics and one of their primary products is a three-dimensional renderer named BS Contact Geo.

Background: Floating Software Licenses Led to Copyright Infringement Allegations

In 2006, the Navy was developing a software application called SPIDERS 3D that provides a virtual reality environment for engineers and technicians to view and optimize configurations of Navy installations. During the development of this application, the Navy realized a need for the inclusion of a three-dimensional visualization software within SPIDERS 3D. To fill this need, the Navy procured BS Contact Geo on three separate occasions in 2006, 2008 and 2012 through a software reseller, Planet 9, who Bitmanagement used to market and sell Bitmanagement’s products in the United States.Continue Reading Software Developer Acquiescence Dooms Bid for Copyright Infringement against Navy

In 2016, the Small Business Administration (SBA) established a new government wide mentor-protégé program for small businesses called the All Small Mentor-Protégé Program (ASMPP). The purpose of the program was for established government contractors to serve as mentors to protégé small businesses by providing business development assistance and to improve the protégé’s ability to successfully compete for federal contracts.

This relationship between the two companies is intended to be mutually beneficial. For protégés, the program creates a framework under which firms obtain valuable technical, management, financial, and contracting assistance from established government contractors. For mentors, one of the benefits was the ability to form a joint venture with their protégé to pursue small business set aside contracts without the two companies being considered affiliated for purposes of SBA’s small business size standards.

Three Findings from SBA’s OIG Review of ASMPP

The SBA’s Office of Inspector General (OIG) reviewed the ASMPP with the objectives of determining whether SBA implemented effective controls to ensure that it conducted initial application reviews and annual evaluations in accordance with the program regulations and if the SBA successfully measured program success.Continue Reading First Small Business Administration OIG Review of the All Small Mentor-Protégé Program Finds Areas for Improvement

A major shift in cybersecurity requirements for Department of Defense (DoD) contractors is about to come into effect—earlier this month the DoD released for public comment the long-anticipated Version 0.4 of the draft Cybersecurity Maturity Model Certification (CMMC). This new framework to safeguarding controlled unclassified information (CUI), which includes a certification requirement by a third-party auditor, presents both significant opportunities and challenges for DoD contractors.

In an overview briefing on the new model, DoD emphasized that the new framework will impose a unified cybersecurity standard for all DoD acquisitions and, in so doing, “reduce exfiltration of [CUI] from the Defense Industrial base.” To achieve this goal, the new model significantly bolsters the existing compliance regime around cybersecurity—which currently, for the most part, requires compliance with the security standards set forth in NIST SP 800-171 through DFARS 252.204-7012.Continue Reading DoD’s Recently Released Draft Framework Signals Significant Changes in Cybersecurity Requirements

I am looking forward to presenting at ETEBA’s 2019 Business Opportunities & Technical Conference (BOTC) which takes place at the Knoxville Convention Center on October 8-10, 2019. More than 400 participants will gather at the 20th annual BOTC to learn about upcoming opportunities with prime contractors and government procurement officials in the energy, environmental and…

A recent decision in Sotera Defense Solutions, Inc. v. Department of Agriculture, CBCA 6029, 6030, by the United States Civilian Board of Contract Appeals (CBCA), upheld a contract provision that imposed greater obligations on the government than required by the Service Contract Act (SCA). The validity of this contract provision ultimately proved dispositive in the outcome of the case with the CBCA holding the government liable for costs.

In 2012, the National Institutes of Health (NIH) awarded Sotera a contract for the provision of information technology (IT) services. The contract stated that the positions in the contract were exempt from the SCA but advised that a contracting officer would have to determine whether the SCA applied to any positions requested within the task order. The Department of Agriculture (USDA) issued three task orders against the NIH contract to Sotera in which the USDA sought IT operations and maintenance support for offices located throughout the United States.Continue Reading Equitable Adjustment Appropriate Where Agency Assumed Contractor’s Duty to Identify SCA Positions

In an article published by Law360, we examined a report issued by the U.S. Department of Defense (DoD) Inspector General on July 23, which summarizes the findings of an audit into the protection of controlled unclassified information (CUI) on contractor networks.

The DoD reviewed nine contractors’ information systems and revealed some deficiencies that do not meet the standards set forth in National Institute of Standards and Technology (NIST) Special Publication 800-171. The exposed deficiencies include: not mitigating vulnerabilities on their networks and systems, not scanning their network for vulnerabilities, not mitigating high vulnerabilities identified in the contractor’s management programs and more.Continue Reading Findings of DoD Audit and Recommendations for Cyber Enforcement

The Department of Defense (DoD) Inspector General recently issued a report summarizing the findings of an audit into the protection of Controlled Unclassified Information (CUI) on contractor networks.  Based on an in-depth review into nine contractors, the audit uncovered some common practices that fall short of meeting the standards set forth in NIST SP 800-171, which contractors are obligated to follow under DFARS 252.204-7012.

Shortcomings Discovered in DoD Audit

These common lapses include the following, among others:

  • Inconsistent tracking of cybersecurity threats
  • Failure to consistently mitigate network vulnerabilities
  • Uneven use of strong passwords
  • Inconsistent use of multifactor identification

Continue Reading Vulnerable Systems: Contractor Protection of Controlled Unclassified Information at Risk

Bass, Berry & Sims attorneys Todd Overman and Sylvia Yi will be presenting on key government contracting issues for small businesses.

We are excited to be presenting on key government contracting issues for small businesses on July 17, 2019 at The Tower at Peabody Place in Memphis, Tennessee. The presentation, titled, “Government Contracting Law Overview,” will discuss the pros and cons of business entity types, requirements of the SBA’s All Small Mentor Protégé Program, protecting partnerships…

From the Bass, Berry & Sims Blog Network
From the Bass, Berry & Sims Blog Network

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