Todd R. Overman

Member

Washington, D.C.

(202) 827-2975

VCARD

Todd R. Overman

Member

Washington, D.C.

(202) 827-2975

toverman@bassberry.com

https://www.bassberry.com/professionals/overman-todd/

Ranked by Chambers, the IFLR1000 and The Legal 500 for his government contracts experience, Todd Overman has established himself as a leading government contracts practitioner. Todd is Managing Partner of the firm’s Washington, D.C. office and chair of the Government Contracts Practice Group, and has nearly two decades of experience advising companies in meeting the demanding and ever-changing regulatory environment of contracting 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. Todd has particular experience in structuring transactions and corporate reorganizations to ensure compliance with the Anti-Assignment Act, as well as navigating the rules impacting the acquisition of small businesses. He also has significant experience in advising on issues that may arise during the sale of government contractors to foreign-owned businesses, including national security reviews under Exon-Florio by the Committee on Foreign Investment in the United States (CFIUS) and foreign ownership, control or influence (FOCI) mitigation by the Defense Counterintelligence and Security Agency (DCSA).

Todd’s practice includes a combination of regulatory and compliance advice, transactional issues, and litigation and dispute resolution:

  • Transactional – Counseling buyers and sellers of government contractors in mergers, stock and asset acquisitions and dispositions, and corporate reorganizations; and assisting clients in the negotiation of subcontracts, teaming agreements, joint ventures, and non-disclosure agreements in connection with the pursuit or performance of federal or state contracts.
  • Litigation & Dispute Resolution – Litigating and mediating claims, bid protests, and size protests before the Armed Services and Civilian Boards of Contract Appeals, the U.S. Court of Federal Claims, the Government Accountability Office, and the Small Business Administration’s (SBA) Office of Hearings and Appeals.
  • Regulatory & Compliance – Counseling government contractors on corporate compliance and ethics programs, General Services Administration (GSA) and Veterans Affairs (VA) Federal Supply Schedule programs, and advising on intellectual property and data rights issues.

Todd also has extensive experience counseling clients on SBA’s size and affiliation rules, as well as helping companies obtain assistance through the SBA’s All Small Mentor Protégé Program, Small Business Innovation Research (SBIR), 8(a) Business Development, Women-Owned Small Business (WOSB), HUBZone, and Service Disabled Veteran Owned (SDVO) programs.

Todd is a thought leader in the government contracts space and is frequently called upon to present at industry conferences and events throughout the country. Furthermore, Todd regularly provides commentary on industry topics for well-known media sources, including Law360, CO by the U.S. Chamber of Commerce, Bloomberg Law and Bloomberg BNA. Additionally, Todd is a regular contributor to the firm’s GovCon & Trade blog. Prior to joining Bass, Berry & Sims, Todd was a partner at Hogan Lovells US LLP, and prior to entering private practice, served as a law clerk for the Honorable Loren A. Smith of the U.S. Court of Federal Claims.

Memberships

American Bar Association — Section of Public Contract Law, Commercial Products & Services Committee, Vice-Chair; Mergers & Acquisitions Committee, Vice-Chair; and Small Business & Other Socioeconomic Programs Committee, Co-Chair (2010-15)

Vanderbilt Law School — Board of Advisors, Member Emeritus

McLean Little League — Board Member

Representative Experience
Publications
Media Mentions & Firm News
Accolades

Chambers USA — Government Contracts (2021-2023)

JD Supra Readers’ Choice Award — Top Author (2019)

The Legal 500 United States 2016 — M&A/Corporate and Commercial for M&A: Middle-Market (sub-$500m)

Washington, D.C. Super Lawyers (2017-2022), “Rising Star” (2013-2015)

IFLR1000 — Notable Practitioner (2019-2020)

Vanderbilt Law Review — Managing Editor

Related Services
Related Industires
Education
  • Vanderbilt Law School - J.D., 2002
  • Duke University - A.B., 1997
Admissions
  • District of Columbia, 2004
  • Kansas, 2003
  • Virginia, 2002
  • U.S. Court of Federal Claims
  • U.S. District Court, District of Columbia
  • U.S. District Court, Eastern District of Virginia
  • U.S. District Court, Western District of Virginia
  • U.S. Court of Appeals, Federal Circuit

"A significant part of Todd Overman's practice lies in handling large transactions, although he also has extensive experience representing clients in bid protests and litigation." Client feedback: "Todd is a top-notch lawyer. His work is always high quality." "He is very knowledgeable and creative."

From Chambers USA 2023

Ranked by Chambers, the IFLR1000 and The Legal 500 for his government contracts experience, Todd Overman has established himself as a leading government contracts practitioner. Todd is Managing Partner of the firm’s Washington, D.C. office and chair of the Government Contracts Practice Group, and has nearly two decades of experience advising companies in meeting the demanding and ever-changing regulatory environment of contracting 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. Todd has particular experience in structuring transactions and corporate reorganizations to ensure compliance with the Anti-Assignment Act, as well as navigating the rules impacting the acquisition of small businesses. He also has significant experience in advising on issues that may arise during the sale of government contractors to foreign-owned businesses, including national security reviews under Exon-Florio by the Committee on Foreign Investment in the United States (CFIUS) and foreign ownership, control or influence (FOCI) mitigation by the Defense Counterintelligence and Security Agency (DCSA).

Read more
Memberships

American Bar Association — Section of Public Contract Law, Commercial Products & Services Committee, Vice-Chair; Mergers & Acquisitions Committee, Vice-Chair; and Small Business & Other Socioeconomic Programs Committee, Co-Chair (2010-15)

Vanderbilt Law School — Board of Advisors, Member Emeritus

McLean Little League — Board Member

Representative Experience
  • Volunteer Materials Sold to Armada Materials

    Sale of a vertically integrated producer of aggregates, asphalt, and ready-mix concrete and a provider of road paving and striping services

  • Bid Protest Win for AM General on Multi-Billion Dollar Contract
    We represented AM General (AMG), an automotive manufacturer that builds military vehicles for government customers, including the Humvee, in a...
  • Counsel for Deep Insight Solutions, Inc. dba BOSS AI

    We represent Deep Insight Solutions, Inc. dba BOSS AI, a technology services company that helps organizations create business strategies by optimizing their existing data, in connection with technology transactions, employment agreements, government contract issues, and general corporate matters.

  • ShopSabre Holding Company, a LFM Capital Portfolio Company Acquires Langmuir Systems

    Representation of ShopSabre Holding Company, a LFM Capital portfolio company, in its acquisition of Langmuir Systems, a manufacturer of computer numerical controlled cutting machines and accessories. Terms of the transaction were not disclosed.

  • OMNIA Partners Acquires NCPA

    Representation of OMNIA Partners, a purchasing organization for public and private sector procurement, in its acquisition of NCPA, a group purchasing organization in the governmental procurement space. Terms of the transaction were not disclosed.

  • Renaissance Electronics Sold to Industrial Growth Partners

    Representation of Renaissance Electronics, a provider of active radio frequency and millimeter wave frequency components, sub-systems, and higher-order assemblies and a portfolio company of Gen Cap America in its sale-to AEM, a designer and manufacturer of mission-critical electronic circuit protection components which is backed by Industrial Growth Partners. Terms of the transaction were not disclosed

  • Empower Community Care Acquires The Carey Group

    Representation of Empower Community Care, a leading global behavioral health organization responsible for distributing evidence-based programs and technologies, in its acquisition of The Carey Group, Inc. & Carey Group Publishing, LLC (collectively, “Carey Group”), a provider of consulting services and educational content to criminal and juvenile justice and other human and social services agencies. Terms of the transaction were not disclosed.

  • Gen Cap America Acquires Lab Animal Cage Manufacturer

    Representation of Gen Cap America, Inc., a private equity firm focused on lower middle market buyouts, on its acquisition of Lab Products, LLC and Hartford Systems, LLC (together, “Lab Products”) from Avidity Science, LLC. Lab Products is a leading manufacturer providing an extensive line of laboratory research animal housing and care equipment. This transaction marks Gen Cap America’s fourteenth acquisition from its seventh fund.

  • LFM Capital’s J&E Precision Tool Acquires Beranek, LLC

    Representation of LFM Capital’s portfolio company, J&E Precision Tool, in its acquisition of Beranek, LLC, a precision manufacturer of technical components for the aerospace & defense, and space exploration markets

  • Serco Acquires Whitney, Bradley & Brown, Inc. for $295 Million

    Representation of Serco Inc., a provider of professional, technology, and management services, in its definitive agreement to acquire Whitney, Bradley & Brown, Inc., a leading provider of advisory, engineering and technical services to the US Military and H.I.G. Capital portfolio company, for $295 million.

Additional Experience

Representative Experience (prior to joining Bass, Berry & Sims)

  • Advised a government services subsidiary of a NYSE-listed company in its acquisition of a provider of advanced information solutions and services to U.S. defense and federal health clients.
  • Advised a U.K. engineering support services company in the sale of its U.S. defense business to a private investment fund for $99 million.
  • Represented a NYSE-listed global information technology (IT) consulting, services and outsourcing company in the disposition of its federal division to a government IT services provider, which included managing multiple post-closing novation and assignment issues.
  • Successfully challenged several actions of the Defense Logistics Agency that, if left unchecked, would have allowed a key competitor to replace a small business client as the Defense Department’s primary supplier of a particular item. After the agency awarded the contract to a direct competitor, we protested at the Government Accountability Office on the basis that the competitor was unqualified and that the agency overlooked its prior performance issues. After quashing the agency’s efforts to dismiss the protest, the agency decided to take corrective action, terminating the award to the competitor and eventually cancelling the procurement, resulting in the small business contractor’s retention of its position as the agency’s primary supplier of the item at issue.
  • Successfully protested the Navy’s award of a $100 million task order for IT support services. Based on inconsistencies gleaned from the company’s debriefing, we filed a protest at the Government Accountability Office challenging the contract award. After defeating the Navy’s motion to dismiss, we identified additional defects in the procurement and ultimately forced the agency to take corrective action and give the company another opportunity to secure the contract.
Publications
Past Events
Media Mentions & Firm News
Accolades

Chambers USA — Government Contracts (2021-2023)

JD Supra Readers’ Choice Award — Top Author (2019)

The Legal 500 United States 2016 — M&A/Corporate and Commercial for M&A: Middle-Market (sub-$500m)

Washington, D.C. Super Lawyers (2017-2022), “Rising Star” (2013-2015)

IFLR1000 — Notable Practitioner (2019-2020)

Vanderbilt Law Review — Managing Editor

  • Vanderbilt Law School - J.D., 2002
  • Duke University - A.B., 1997

  • District of Columbia, 2004
  • Kansas, 2003
  • Virginia, 2002
  • U.S. Court of Federal Claims
  • U.S. District Court, District of Columbia
  • U.S. District Court, Eastern District of Virginia
  • U.S. District Court, Western District of Virginia
  • U.S. Court of Appeals, Federal Circuit

"A significant part of Todd Overman's practice lies in handling large transactions, although he also has extensive experience representing clients in bid protests and litigation." Client feedback: "Todd is a top-notch lawyer. His work is always high quality." "He is very knowledgeable and creative."

From Chambers USA 2023