Arlington occupies a unique position in the reverse merger landscape, straddling the defense technology corridor of Northern Virginia and the broader mid-Atlantic market where private companies seek public market access without traditional IPO timelines. Reverse mergers involving defense technology companies, government services firms, and cybersecurity businesses carry regulatory considerations that standard shell company transactions do not. Our managing partner handles reverse merger engagements directly, managing SEC compliance, shell company due diligence, and post-merger reporting obligations.
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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
Alex Lubyansky handles reverse merger 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:
Tell us what you are working on. We respond 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
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details personally. No intake coordinators, no junior associates screening your submission.
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.
Alex Lubyansky handles every reverse merger law engagement personally.
15+ years of M&A experience. Nationwide. One attorney on every deal.
We review every transaction inquiry 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
Use these before you call any firm, including ours.
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.
Volume indicates current, active deal experience, not just credentials from years ago.
A $500K SBA acquisition and a $50M PE deal require different skill sets. Make sure the attorney has handled transactions similar to yours.
M&A transactions require a team. Your attorney should work with your other advisors, not in a silo.
Reps, warranties, and indemnification claims surface months after closing. Ask whether the firm handles post-closing litigation or refers it out.
Hourly, flat fee, or hybrid. Ask what factors increase legal costs so there are no surprises.
Common questions from Arlington clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit transaction details and Alex will respond directly.
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
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.
Arlington, Virginia is home to the Pentagon, DARPA, and a dense concentration of defense technology and cybersecurity companies. Private companies in this corridor sometimes pursue reverse mergers as a path to public markets when traditional IPO economics do not fit their size or stage. The reverse merger structure allows a private operating company to merge into an existing public shell company, creating a publicly traded entity without the time, cost, and uncertainty of an underwritten IPO. For Arlington-area defense and technology companies, reverse mergers carry additional considerations: CFIUS implications if the public shell has any foreign ownership, SEC disclosure requirements around classified or restricted contracts, and compliance with ITAR and EAR export control regulations in the context of public company reporting. The SEC has increased scrutiny of reverse mergers over the past decade, implementing additional listing requirements and enhanced disclosure obligations that make the due diligence on the shell company more important than ever.
A private defense technology company in the Arlington corridor seeking public market access through a reverse merger faces a unique set of challenges. The shell company must be thoroughly investigated for undisclosed liabilities, outstanding SEC filings, and any history of regulatory issues. CFIUS review may be triggered if the shell company's shareholder base includes foreign persons. SEC disclosure requirements must be reconciled with the company's classified contract obligations. Post-merger, the company must comply with public company reporting requirements (10-K, 10-Q, 8-K filings, proxy statements) while maintaining the security protocols required for defense work.
Cybersecurity firms and IT services companies in Northern Virginia may pursue reverse mergers to access public capital markets for growth or to provide liquidity for early investors. The transaction involves merging the private operating company into a clean shell company, filing a Super 8-K with the SEC (effectively an IPO-level disclosure document), and obtaining or maintaining listing on a national exchange or OTC market. Due diligence on the shell company is critical: hidden liabilities, outstanding shareholder claims, and unresolved SEC comments can create material post-closing problems.
Private companies in the Arlington area that have outgrown private capital but are not large enough for a traditional IPO may use reverse mergers to access public markets. The legal work involves negotiating the merger agreement with the shell company's shareholders, preparing SEC filings (including the Super 8-K), ensuring the resulting public company meets exchange listing standards, and establishing the corporate governance framework required of public companies (audit committee, independent directors, Sarbanes-Oxley compliance). Post-merger securities counsel is essential for ongoing compliance.
Arlington's concentration of defense technology and cybersecurity companies creates a specialized demand for reverse merger counsel who understands both securities law compliance and the defense regulatory overlay. Private companies in this corridor seeking public market access face a unique combination of SEC disclosure requirements, CFIUS considerations, and security classification constraints that most reverse merger attorneys do not encounter. The legal work here requires integrating securities law expertise with an understanding of the defense industry's regulatory environment.
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 reverse merger 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."
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).
When the other side returns a redlined definitive, you don't need to be an attorney to scan the document and see whether it's signal or noise. If the entire document is now red, you can see it visually. The quick scan is whether these are actually important points or whether this is grammatical nitpicking for the sake of grammatical nitpicking. The latter is a pretty big red flag pretty quickly. In a good transaction, the redlining focuses on risk allocation, earnouts, exclusivity. The structural points that matter to the client on either side. That's fair. That's fine. When you see the same point reraised three rounds later, you have to ask whether that's a memory problem or just another way to keep the meter running. Sometimes I wonder if the firms are working together to make sure it goes back and forth. I'm not part of that.
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 handles every engagement personally.
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"Stock versus asset purchase is the standard tension. Sellers want stock for the capital gains treatment. Buyers want asset to limit contingent liability. Most attorneys treat that as a binary fight. I don't. Every deal is different. The way I structure engagements is to tease out what's actually underneath the stated position. Tax is one issue. There are many others. If you can pull the mechanics, motivations, and desires out on the front end, there's often a structure that gives both parties an outcome they can live with. The diametrically opposed framing falls apart when you ask better questions. That's the art of this work. That's why it's interesting. The middle ground is almost always there. The question is whether anyone has slowed down enough to find it."
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
Alex Lubyansky handles every engagement personally. Tell us about your transaction and we will let you know if there is a fit.
Tell us about your deal. We review every submission and respond 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
One attorney on every deal. Nationwide. 15+ years of M&A experience.