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.
Share the basics. Alex reviews each inquiry personally.
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:
Share the relevant deal details once. Alex reviews each inquiry personally 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 personally. 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.
Alex Lubyansky handles every reverse merger law engagement personally.
15+ years of M&A experience. Nationwide. LOI through closing.
Alex reviews each inquiry personally. 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.
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).
Your lawyer might help you close the deal. But if they're not there to help you realize its value afterward, you're leaving money on the table.
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 engagement.
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"I've seen people win the negotiation and lose the deal too many times. Both parties have to concede something to gain something. You don't win every battle and then win the war. That's not how it works. The buyer who insists on every protection in the contract often ends up without a counterparty willing to sign. The seller who refuses any indemnification often ends up without a buyer who'll fund. Concession isn't weakness in M&A. It's a structural requirement. The art is knowing which concessions cost nothing and which ones cost the deal. Most negotiators don't do that work. They negotiate every line as if it carries equal weight. The lines that carry the deal are usually three or four out of fifty. Those are the ones to fight on. Everything else is friction."
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.
LOI through closing. Nationwide. 15+ years of M&A experience.