Small Business and Startups

The federal government, particularly the Department of Defense, more than ever wants to acquire innovative solutions from startups, small businesses, and non-traditional defense contractors. Programs like Small Business Innovation Research (SBIR), Small Business Technology Transfer (STTR), set-aside contracts, and Other Transaction Authorities (OTAs) are designed to support small businesses entering the federal market to accelerate adoption of emerging technology. Although directed to small businesses, large businesses and investors working with small businesses need to understand these requirements as well.

These programs expect businesses to deliver pioneering technology, but to scale you need to stay focused on complying with acquisition, export, and national security regulations.

At Cassidy Law, we work side by side with founders, executives, and investors to help innovative companies move fast, protect what they build, and scale responsibly in the federal market, as well as globally. We are hands-on partners who work with you to develop a legal strategy that reflects your business goals and risk tolerance. We are passionate about learning your capabilities and your strategic plans, and have worked with clients from their first SBIR award through major investment and international expansion.

We are entrepreneurs ourselves and understand your need to manage your time and your money. We are efficient, practical, and business-oriented lawyers who have worked in some of the largest, most innovative companies in the world as well as small and medium-sized companies. So we understand your drive to grow while protecting your intellectual property, ensuring compliance, and enabling scalable growth in the federal market.

Helping Startups and Small Businesses Enter and Scale in the Federal Market

We advise startups and small businesses from their first contact with the federal government through growth, investment, and exit. We work with you to:

• Evaluate if your business is eligible for SBIR, STTR, or small business programs, or to be considered a nontraditional defense contractor;
• Advise on SBIR, STTR, OTA, and set-aside opportunities and contracts so strategies align with the regulatory and contractual requirements and with growth plans;
• Structure teaming, joint ventures, mentor-protégé, and subcontracting relationships;
• Translate Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), as well as export and national security regulations into clear, actionable plans;
• Determine if products, software, technology, or services are export controlled;
• Assess using non-US resources to develop products or software;
• Advise investors, venture capital, and private equity firms on the regulatory and commercial implications of investing in or acquiring companies with SBIR awards, OTAs, small business contracts, and other federal government contracts.

SBIR, STTR, and OTAs

SBIR and STTR programs are powerful tools for a small business to fund R&D, develop prototypes, and commercialize technology. OTAs provide flexibility for nontraditional defense contractors, yet contractors need to be clear on expectations. We support you so these tools integrate with your strategy while complying with the legal requirements by:

• Guiding you through all phases of the SBIR program;
• Working with you to define your value proposition, statements of work, and your intellectual property;
• Negotiating SBIR, STTR, and OTA terms so they apply to your work and reflect the proper IP regulations;
• Advising both small businesses and large businesses on eligibility, compliance, subcontracting, and investments;
• Supporting global growth, raising capital, and preparing for acquisition based on the requirements in export regulations, Committee on Foreign Investment in the United States (CFIUS), and any national security requirements.

Protecting Innovation While You Grow

We understand that startups and small businesses need to be cost-conscious, scrappy, and creative as they build. We work with you to build right-sized legal infrastructure that is designed to comply with the law and to be effective by:

• Working with you to develop intellectual property strategies developed with commercial and federal government funding;
• Explaining federal government IP license rights and marking requirements in plain English;
• Assessing your products, software, technology, and services for export control such as International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) early;
• Developing practical ethics and compliance programs that integrate with small, agile teams;
• Preparing for facility clearances and addressing Foreign Ownership, Control, or Influence (FOCI) and CFIUS requirements when foreign ownership or investment is involved.

Supporting Founders, Executives, and Investors

Having worked inside innovative, global companies and with businesses of all sizes, we know time and capital are limited. Our advice is practical, efficient, and grounded in how businesses actually operate. We work with your finance and legal teams, your external M&A lawyers, as well as your consultants to assess what matters in an acquisition or investment by:

• Developing guidance on affiliation rules and limitations on subcontracting;
• Establishing compliant small business subcontracting plans;
• Conducting right-sized, risk-focused due diligence when looking to invest, merge with, or acquire a small business;
• Evaluating the impact of foreign investment or foreign employees on a SBIR or STTR award;
• Responding to federal government audits, investigations, suspensions, and debarment notices and size challenges.

Federal programs like SBIR, STTR, set asides, and OTA contracts can be powerful accelerators for a small business and can make a small business an appealing partner to a large business. To be successful in these programs, it’s vital to understand the legal requirements along with acquisition and export regulations because missteps may derail opportunities or even expose you to civil or criminal liability. Decisions made at the proposal and contracting stage can impact intellectual property ownership, export compliance, eligibility for future awards, and interest from investors. Gaining an understanding of the legal requirements and developing a legal strategy may support you as you move faster, scale globally, and protect what you have built so federal government work creates durable value.

• Advised software SBIR awardee on scaling globally in light of its contractual requirements and export regulations.
• Advised SBIR awardee on developing contracts that allowed it to provide its software for no cost to the federal government without violating the Anti-Deficiency Act.
• Worked with M&A legal counsel to conduct due diligence on SBIR awardees, 8(a) businesses, set-aside contracts, FOCI requirements.
• Advised private equity on the purchase of a small business and requirements related to FOCI and SAM registration.
• Worked with SBIR awardee who had developed a unique AI tool for the Department of Defense to refine its statement of work and to revise its assertion of data rights so its deliverables were clear, and to properly identify its intellectual property.
• Worked with software SBIR awardee to track its intellectual property, its open-source code, its funding, and to accurately complete its assertion of data rights.
• Negotiated an OTA with a Military Service for a cross-base, multi-year contract for SBIR awardee, software developer, and service provider worth tens of millions of dollars.
• Advised small business looking to develop relationships with other business on whether the relationships would violate small business affiliation requirements.
• Worked with small, non-U.S. businesses to analyze their structure and capabilities for compliance with export regulations, federal government contracting, and national security requirements.