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 M&A side of the transaction from initial structuring through closing, and coordinating with securities counsel on SEC registration.
Share the basics. Alex reviews each inquiry.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Of Counsel, Securities Law | Acquisition Stars
Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.
Request Engagement AssessmentAlex Lubyansky handles ipo & going public law work for buyers and sellers in Arlington and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.
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.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement.
M&A counsel since 2013. Nationwide. LOI through closing.
Alex reviews each inquiry. If there is alignment, you will hear back within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Common questions from Arlington clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit the core transaction details and Alex will evaluate whether the matter is a fit for direct engagement.
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.
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.
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'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.
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.
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.
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.
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.
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.
Local Market Context
Washington-Arlington-Alexandria, DC-VA-MD-WV MSA · MSA population 6.4M
MSA Population (2024)
6.4M
U.S. Census Bureau
Top Industry Concentration
The Washington DC metro is defined by government contracting, defense, and technology services. The largest M&A transactions in this metro involve defense and intelligence contractors, IT services firms with federal clients, and cybersecurity companies. The Northern Virginia data center corridor is the largest data center market in the world and drives significant technology infrastructure deal activity. Consulting and professional services firm acquisitions are a consistent feature.
Reagan National, Dulles International, and BWI airports serve the metro. The metro is heavily dependent on road and Metro rail for commuting; logistics infrastructure is secondary to professional services concentration.
Recent Arlington Deal Signal (2024-2025)
Defense IT and cybersecurity acquisitions remained active in 2024-2025 as government contractors pursued small-to-mid-market technology firm acquisitions to expand cleared workforce capacity and software capabilities.
Source (accessed 2026-04-27)
ITAR and EAR export control regulations apply to many defense contractor transactions. CFIUS review is more common here than in most metros given the concentration of national security-adjacent businesses.
Restricted by income threshold. Strict blue-pencil (no reformation).
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.
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 websiteFederal districts: E.D. Va., W.D. Va.
Business court: No dedicated business court division. Commercial disputes proceed through general civil courts.
Northern Virginia is a national cybersecurity and government IT M&A hub; Richmond generates financial services and consumer products deal activity.
Watchpoints
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.
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."
ITAR and EAR export control regulations apply to many defense contractor transactions. CFIUS review is more common here than in most metros given the concentration of national security-adjacent businesses.
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).
In-depth guides to help you prepare for your transaction
State-by-state securities registration requirements and exemptions.
Read guideHow private companies can issue equity compensation under Rule 701.
Read guideFiling requirements for Regulation D offerings at the state level.
Read guideHow reverse mergers work and when they make sense as a path to going public.
Read guideRequirements for selling restricted and control securities.
Read guideAcquisition Stars represents clients across Virginia and nationwide. Alex Lubyansky leads every M&A engagement.
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"The longer a deal drags, the worse it gets. Deal fatigue is real. Even when both parties agreed to something early on, if dates slip and deadlines slip, human nature takes over. At some point one side goes back to the internal drawing board and decides they don't want to be part of it anymore. I usually find this to be symptomatic of a poor process on the front end. Not malice. Not negative intent. Not someone running up fees. Just poor alignment, poor qualification, poor structuring at the start of the engagement. Once that's the foundation, every missed date compounds. The fix isn't more negotiation in the middle. The fix is doing better qualification before the deal team is even hired."
M&A counsel since 2013 Senior counsel on every engagement Admitted in Michigan, practicing nationwide
Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement. Tell us about your transaction and we will let you know if there is a fit.
LOI through closing. Nationwide. M&A counsel since 2013.
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