Todd R. Overman
Todd Overman joined Bass, Berry & Sims’ Washington, D.C. office in February 2014, and is chair of the firm’s Government Contracts Practice Group. Todd has more than fifteen 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. 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 Security Service.
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
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Representation of Gen Cap America, Inc. in the acquisition of Eastern Business Forms, Inc., a designer and manufacturer of diagnostic sample collection devices for governments and private companies around the globe
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Representation of Gen Cap America, Inc. in the sale of its portfolio company, Aero Systems Engineering, a provider of design and build test and wind tunnel facility solutions as well as lab testing services for jet engines and airframes
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Represented Serco Inc. in its definitive Asset Purchase Agreement to acquire Alion Science & Technology Corporation’s Naval Systems Business Unit, including its Canadian business and a small number of related contract operations, for $225 million. The acquisition, subject to regulatory approvals, is expected to close in the second half of 2019. Serco Inc., a provider of professional, technology, and management services, will strengthen its presence in naval support with this acquisition, and will become a stronger integrated maritime solutions provider for the U.S Navy and other customers.
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Represented MOSA Technology Solutions LLC in a successful protest filed with the Federal Aviation Administration (FAA) Office of Dispute Resolution for Acquisition (ODRA) that ultimately led to MOSA receiving an award of contract from the agency
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Ongoing representation of B&O Joint Venture, LLC (B&O JV), an 8(a) small business joint venture, in multiple actions relating to the Federal Law Enforcement Training Center (FLETC) award to B&O JV of vital maintenance services supporting ongoing training of federal law enforcement officials at FLETC’s Glynco, Georgia facility
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Represented Engility Holdings in its merger with Science Applications International Corp. in which SAIC acquired Engility in an all-stock transaction valued at $2.5 billion
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Successfully represented Golden SVCS LLC in a bid protest involving security guard services for several Department of Energy facilities
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Represented 77 Construction, along with the Navy, in a bid protest involving water repair systems
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Represented Serco Inc. in its acquisition of BTP Systems, LLC
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Advised on government contract aspects of transactions involving the acquisition of assets related to medical countermeasures used by the U.S. government
Additional Experience
Previous Experience:
- 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
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 (2017-2020), “Rising Star” (2013-2015)
IFLR1000 — Notable Practitioner
Vanderbilt Law Review — Managing Editor
Education
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Vanderbilt Law School - J.D., 2002
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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
GovCon & Trade Blog
