Going Public Attorney • Arlington, Virginia

Going Public Attorney in Arlington

By · Managing Partner
Last updated

Arlington, Virginia's concentration of defense technology companies, cybersecurity firms, and government services businesses creates a distinct market for companies considering public offerings. The proximity to the Pentagon, intelligence community, and federal procurement apparatus means many Arlington-area companies reaching the public markets carry classified contracts, ITAR-regulated technology, or CFIUS-sensitive ownership structures that add regulatory complexity to the IPO process. Our managing partner works directly with companies preparing for public offerings, handling the securities law engagement from initial structuring through SEC registration and closing.

Selective M&A Practice
Personal Attention
Senior Counsel on Every Deal

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What We Do

Alex Lubyansky handles ipo & going public law work for buyers and sellers in Arlington and across the country. Here is what that looks like:

  • Traditional IPOs and underwritten offerings
  • Direct listings and direct IPOs
  • SPAC business combinations
  • Reverse mergers and shell company transactions
  • OTCQB and OTCQX listings
  • Regulation A Tier 2 offerings (mini-IPOs)
  • Exchange listing applications (NYSE, NASDAQ)
  • Corporate governance and board structuring

Who We Serve

We work best with people who know what they want and are ready to move:

  • Growth companies ready for public markets
  • Private equity-backed portfolio companies
  • Mature private companies seeking liquidity
  • Foreign companies seeking U.S. listings
  • Pre-IPO companies building infrastructure
  • Companies considering alternatives to traditional IPOs

See If Your Deal Is a Fit

Tell us what you are working on. We respond within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

What Happens After You Submit

We don't take every matter. Here is what happens when you reach out.

1

Personal Review (Within 24 Hours)

Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.

2

Fit Assessment

We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.

3

Initial Conversation

If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.

4

Clear Engagement Terms

Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.

Request Your Arlington Engagement Assessment

Alex Lubyansky handles every ipo & going public law engagement personally.

15+ years of M&A experience. Nationwide. One attorney on every deal.

Request Engagement Assessment

We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

Questions to Ask Any M&A Attorney Before Hiring

Use these before you call any firm, including ours.

1. "Who will actually handle my transaction?"

At many firms, a partner sells the work and a junior associate does it. Ask for the name of the attorney who will draft and negotiate your documents.

2. "How many M&A transactions has the lead attorney closed in the past 12 months?"

Volume indicates current, active deal experience, not just credentials from years ago.

3. "What is your experience with my deal size and industry?"

A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.

4. "Will you coordinate with my CPA, financial advisor, and broker?"

M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.

5. "How do you handle post-closing disputes?"

Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.

6. "What is your fee structure, and what drives cost?"

Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.

Frequently Asked Questions

Common questions from Arlington clients

What SEC disclosure challenges are specific to defense companies going public?
Defense companies face a fundamental tension between SEC disclosure requirements and the classification of certain contract details. Risk factors must address government customer concentration, contract recompete risk, security clearance requirements, and potential budget sequestration impacts without revealing classified program details. Revenue from classified contracts must be reflected accurately in financial statements while complying with security obligations. The SEC has established informal guidance on how classified information is handled in registration statements, but the process requires coordination between securities counsel, the company's facility security officer, and potentially the relevant government contracting agency.
How does CFIUS affect the IPO process for an Arlington-area defense company?
If the IPO or subsequent public trading could result in foreign ownership or control, CFIUS (Committee on Foreign Investment in the United States) review becomes a consideration. This is particularly relevant for defense companies with facility security clearances, companies on the ITAR registry, or businesses performing work for intelligence community agencies. Structural protections, such as voting trust arrangements, board composition requirements, or limitations on foreign ownership percentages, may need to be built into the company's charter documents before the offering. FOCI mitigation agreements with DCSA (Defense Counterintelligence and Security Agency) may be required.
What is the typical timeline for a defense technology company IPO?
A traditional IPO for a defense technology company typically takes 6 to 12 months from initial engagement to pricing, though the timeline depends on the company's audit readiness, SEC review cycles, and market conditions. The process includes selecting underwriters, preparing the registration statement (Form S-1), SEC review and comment letter responses (typically 2-3 rounds), road show preparation, and pricing. Companies with classified contract revenue or complex government compliance histories may face additional SEC comment letter questions that extend the review period.
What can I expect during an initial consultation in Arlington?
During your confidential initial consultation in Arlington, we'll discuss your ipo & going public law needs, review your current situation, assess potential challenges specific to Virginia, and outline a clear path forward. We'll explain our process, answer your questions, and determine if we're the right fit for your needs.
Do you work with companies outside of Arlington?
Yes, we represent clients nationwide while maintaining a strong presence in Arlington. Our managing partner handles ipo & going public law matters across all 50 states, coordinating with local counsel where state-specific requirements apply.

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M&A Market: Arlington & the Washington DC Metro

The DC metro area's M&A market is uniquely driven by government contracting, cybersecurity, and professional services firms. GovCon acquisitions represent the largest deal category, as defense and IT services companies pursue scale to compete for larger contract vehicles. The region also sees significant deal flow in healthcare (anchored by NIH), consulting, and lobby/public affairs firms.

Top M&A Sectors Near Arlington

  • Government Contracting
  • Cybersecurity
  • Professional Services
  • Healthcare & Biotech
  • Defense Technology

Deal Environment

GovCon M&A requires specialized due diligence on contract novation, security clearances, and DCAA compliance. Buyers without GovCon experience often underestimate the regulatory complexity of acquiring cleared contractors.

Why Acquire in the Washington DC Area

The federal government spends over $700 billion annually on contracts, creating a massive and recession-resistant market. GovCon companies with established contract vehicles and security clearances command premium valuations.

Virginia Legal Considerations

Virginia's non-compete statute (effective 2020) prohibits non-competes for low-wage employees and requires careful drafting for enforceability - acquirers must review all employee agreements across the DC, Maryland, and Virginia jurisdictions as each state has different rules.

Arlington M&A Market Insight

The Arlington and Northern Virginia corridor has produced a growing number of companies that transition from government-focused revenue models to public market capitalization. Defense technology firms, cybersecurity platforms, and government IT services companies in this area often reach a scale where public capital markets become a viable growth funding strategy. The IPO process for these companies involves unique considerations: SEC disclosure requirements for government contract revenue concentration, ITAR and export control compliance disclosures, CFIUS review implications if foreign investors participate in the offering, and the tension between public disclosure obligations and classified contract details. The SPAC pathway, while less active than in prior years, remains a consideration for defense-adjacent companies that want to access public markets with more certainty around valuation and timing.

Common Deal Scenarios in Arlington

1

Defense Technology Company IPO

Taking a defense technology company public involves SEC registration (Form S-1) with risk factor disclosures specific to government contracting, including customer concentration on USG agencies, contract recompete risk, security clearance dependencies, and ITAR compliance obligations. The prospectus must address how classified contracts are reflected in financial statements without disclosing classified information. Underwriter selection often favors banks with defense sector expertise and institutional investor relationships in the government technology space.

2

Cybersecurity or GovTech Company Going Public

Cybersecurity companies in the Arlington corridor often serve both government and commercial customers, which creates a growth narrative attractive to public market investors but requires careful segmentation of revenue sources in SEC filings. Key legal work includes IP ownership verification across government and commercial product lines, FOCI (Foreign Ownership, Control, or Influence) mitigation planning if international investors participate, and structuring of lock-up agreements and insider trading policies that account for employees with security clearances.

3

SPAC Merger for a Government Services Company

Government services companies that want more pricing certainty than a traditional IPO may consider a de-SPAC transaction. The legal work involves negotiating the business combination agreement, preparing the proxy statement/prospectus (Form S-4), managing the PIPE financing component, and addressing the SEC's heightened scrutiny of SPAC projections and disclosure. Government contract-specific representations and the target company's regulatory compliance history are central to the due diligence process.

Why Arlington for M&A

Arlington's concentration of defense technology, cybersecurity, and government services companies creates a pipeline of IPO candidates with regulatory profiles distinct from typical technology companies going public. The securities law work for these offerings requires understanding of how government contract dependencies, security classification, ITAR compliance, and CFIUS considerations interact with SEC disclosure requirements. Companies in this corridor that prepare for public markets with experienced securities counsel are better positioned to navigate these intersecting regulatory frameworks.

Virginia Legal Considerations for IPO & Going Public Law

Non-Compete Laws

Restricted by income threshold. Strict blue-pencil (no reformation).

Filing Requirements

Entity mergers and conversions require filing with the Virginia State Corporation Commission (SCC). Annual reports (annual registration fees) are required. The SCC also regulates certain types of business entities more actively than most states.

Key Virginia Considerations

  • Virginia's State Corporation Commission (SCC) is a constitutionally independent regulatory body with broader authority over business entities than most states' secretaries of state
  • Virginia's fixed-date conformity with the federal Internal Revenue Code means the state may not have adopted recent federal tax changes, creating potential divergence in transaction tax treatment
  • Northern Virginia's concentration of government contractors and technology companies creates CFIUS and national security considerations in many acquisitions

Virginia Bar Authority

Virginia State Bar (mandatory unified bar). Unified/integrated bar (Virginia State Bar is the regulatory body). The Virginia Bar Association is a separate voluntary organization. VSB membership is required to practice law in Virginia.

Bar association website

Virginia Federal and Business Courts

Federal districts: E.D. Va., W.D. Va.

Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.

Virginia M&A Market Context

Northern Virginia is a national cybersecurity and government IT M&A hub; Richmond generates financial services and consumer products deal activity.

Watchpoints

Common Arlington IPO & Going Public Law Pitfalls

These are the items we see derail ipo & going public law transactions in the Arlington market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.

1

Virginia non-compete enforcement and earn-out exposure

State legal framework

Restricted by income threshold. Strict blue-pencil (no reformation).

"Founders get excited about the check amount and focus on valuation headlines while the fine print gets glossed over."
Alex Lubyansky · Alex LinkedIn Published (Notion library)
2

Virginia regulatory framework attorneys flag at LOI

State statute

Securities regulated by Virginia State Corporation Commission Division of Securities and Retail Franchising (scc.virginia.gov/securities). Blue Sky notice filings required for Reg D. Virginia restricts non-competes for employees earning at or below a wage threshold (Code of Virginia sec. 40.1-28.7:8).

3

Common ipo & going public law mistake from the field

From Alex Lubyansky

The seller isn't your enemy, but their interests aren't aligned with yours.

Other Going Public Attorney Service Areas Near Arlington

Acquisition Stars represents clients across Virginia and nationwide. Alex Lubyansky handles every engagement personally.

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Attorney perspective on going public attorney matters in Arlington

Alex Lubyansky, Managing Partner at Acquisition Stars
"The data room is the buyer's first experience of how you run your business."
Alex Lubyansky, Senior Counsel On diligence (principle) (Alex LinkedIn Drafts (AJ-Work))

15+ years of M&A and securities transaction experience Senior counsel on every engagement Admitted in Michigan, practicing nationwide

Reviewed by Alex Lubyansky on . Read full bio

Ready to Talk About Your Arlington Deal?

Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.

Request Engagement Assessment

Tell us about your deal. We review every submission and respond within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

One attorney on every deal. Nationwide. 15+ years of M&A experience.