Koprince Law LLC

First launched in 2016 as the “All Small Mentor-Protégé Program,” this powerful initiative by the U.S. Small Business Administration (SBA) has evolved—but it remains a game-changing tool for both small and large federal contractors. In this informative webinar, SmallGovCon contributor and government contracts attorney, Gregory Weber, will break down the key elements of the SBA Mentor-Protégé Program. You’ll learn how this program can help small businesses enhance their capabilities and compete for larger contracts—with the support of an experienced mentor. The session will also cover how mentor-protégé joint ventures can create new contracting opportunities and expand your footprint in the federal marketplace. Additionally, we will provide an introduction to the even older DoD Mentor-Protege Program, which set the stage for the SBA’s program, and compare the two programs. Topics include: -Who is eligible and how to qualify -The benefits of participating as a mentor or protégé -How to form compliant mentor-protégé joint ventures -Key steps in the application process -Common myths, misconceptions, and pitfalls to avoid Why attend? Whether you’re a small business (SDVOSB, WOSB, HUBZone, 8(a), or SDB) looking to grow, or a large business interested in partnering with eligible firms, this webinar will equip you with the knowledge you need to take advantage of one of the SBA’s most impactful programs. Target Audience: Small businesses (SDVOSB, WOSB, HUBZone, 8(a), SDB) and large businesses seeking to do business with the federal government through strategic partnerships. Don’t miss this opportunity to explore how the SBA Mentor-Protégé Program can be a catalyst for growth and collaboration in federal contracting. Register here. The post Webinar: Mentor-Protégé Agreements, June 25, 2026, hosted by Empire APEX Accelerators first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

As a general rule, when it comes to compliance with a solicitation’s size standard, what matters is the size of the entity at the time it submits its initial offer per 13 C.F.R. § 121.404(a). This is something we’ve seen several times before in other cases. However, that is just the general rule, and there are several exceptions that can change things greatly. Indeed, when it comes to compliance with SBA’s joint venture requirements, we noted earlier this year (in a decision that preceded the one we discuss in this post) and before that such is determined at the time of final proposal revisions as opposed to the initial bid. Recently, a mentor-protégé joint venture learned the hard way via a decision from the Court of Federal Claims (COFC) that the initial offer size rule doesn’t change this requirement. Today, we’ll explore that decision. Back on October 24, 2022, Distinctive Home Care, Inc. (Distinctive), a large business, and Anglin Consulting Group, Inc. (Anglin), the protégé, entered into a mentor-protégé agreement (MPA) that received SBA approval. When the Defense Health Agency (DHA) issued a solicitation on November 15, 2022, the two companies formed a joint venture, Primary Health Care, LLC (“PHC”), to go after this procurement. PHC submitted an initial offer not long thereafter. On January 30, 2024, for whatever reason, Distinctive informed SBA that it wished to terminate its MPA with Anglin. This ended the MPA. PHC continued to exist and continued to await word on award for that solicitation. DHA requested revisions for proposals, and PHC provided a revised proposal on November 13, 2024, and January 16, 2025. A final proposal was submitted sometime thereafter. Initially, DHA made award to PHC. However, another successful offeror protested that PHC lacked the proper MPA, and so their sizes had to be combined for the procurement. SBA’s local area office in turn agreed with this, saying that PHC was small at its initial offer, but not at the date of final proposal revision as the MPA was no longer in place. SBA’s Office of Hearings and Appeals affirmed the area office’s decision, and PHC brought the matter to the Court of Federal Claims, bringing us to Primary Health Care, LLC v. United States, No. 25-1795C, 2026 WL 1530132 (Fed. Cl. May 12, 2026). The Court of Federal Claims noted that 13 C.F.R. § 121.404(f) states quite plainly that “[c]ompliance with…the joint venture agreement requirements in…§§ 125.8(b) and (c) of this chapter, as appropriate, is determined as of the date of the final proposal revision for negotiated acquisitions and final bid for sealed bidding.” Yes, 121.404(a) says that generally size is determined at initial offer, but that is a different question from whether the joint venture agreement complies with 13 C.F.R. 125.8(b) and (c) at the time of final proposal revisions. PHC’s argument that all that matters is size at the time of the initial offer would essentially undercut the rule of § 121.404(f). Previous versions of § 121.404 did not require evaluating the joint venture agreement’s compliance at the time of final proposal revisions, but that was changed in 2020. Indeed, SBA’s own commentary on the amendment of § 121.104 noted: C]ompliance with … [the] joint venture agreement requirements can justifiably change during the negotiation process. If an offer changes during negotiations in a way that would make a large business mentor joint venture partner be in control of performance, for example, SBA does not believe that the joint venture should be able to point back to its initial offer in which the small business protégé partner to the joint venture appeared to be in control. 85 Fed. Reg. 66146, 66153. As the Court stated: “That suggests that the SBA specifically intended to foreclose the argument Plaintiff is making now, namely, that an offeror can “point back to its initial offer” when the relationship between the joint venturers has changed.” To summarize things, the big problem here was the decision by Distinctive to terminate the MPA prior to submission of final proposal revisions. This really was less an issue of size as it was joint venture agreement compliance. Had the MPA been in place at that time, it stands to reason that, assuming the JV agreement was otherwise compliant with 13 C.F.R. § 125.8, the question would have been what was Anglin’s size at the time of initial offer. The problem wasn’t primarily one of size, but that the joint venture agreement no longer complied with 13 C.F.R. § 125.8 at the time of final proposal revisions. This does create an interesting question of what would have happened if Distinctive were small at the time of initial offer but grew large by the time of final proposal revisions. In the case at hand, it appears the procurement process lasted well over a year. So, it’s not out of the realm of possibility. Joint venture agreements between small businesses don’t have any requirements to get the affiliation exception for small business set asides, but a large-small joint venture agreement will result in affiliation unless the joint venture agreement is made with an SBA-approved MPA in place and that complies with § 125.8(b) and (c). What if the combined sizes of Distinctive and Anglin at the time of initial offer were smaller than the size standard, would this mean that PHC would still be eligible for award? Also, would the MPA need to be in place at both time of initial offer and time of final proposal revisions, or just final proposal revisions? It is not clear what the result would be, but it is a good reminder that, if you’re in a JV and you or another member is near the size standard, it would be good to keep track of your MPA’s continued viability in order to keep the JV eligible for set-asides. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook. The post Important Exception to “Size at Initial Offer” Rule Dooms Award to Mentor-Protégé JV first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

We are excited to announce that Jordan Akins has joined the firm and will also be a regular SmallGovCon contributor! You can read her full biography here. And check out Jordan’s first post here, discussing SDVOSB status protest best practices. Before joining the firm, Jordan served as General Counsel for the state of Kansas, advising agencies and boards on statutes, regulations, and newly adopted legislation. Her diverse experience in state government helps her break down complex legal issues into practical, understandable guidance for clients. She is a recent graduate of the Washburn University School of Law, graduating in the top five percent of her class. In law school, Jordan earned CALI Excellence for the Future Awards in Constitutional Law, Trademark Law, Corporate Compliance, Criminal Procedure II, and Conflict of Laws. Jordan also enjoys reading, traveling, and spending time with family and friends. She lives in Lawrence, Kansas, with her fiancé and can often be found cheering on the University of Kansas Jayhawks. We are excited to have Jordan become part of the team here at SmallGovCon and Koprince McCall Pottroff LLC! The post Jordan Akins Joins Koprince McCall Pottroff LLC as Associate Attorney and SmallGovCon Contributor! first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

When filing a Service-Disabled Veteran Owned Business (SDVOSB) status protest, timing is critical. A single missed deadline may be the difference between a successful protest and a protest that is never heard. Missing established filing deadlines can result in your protest being dismissed, regardless of how compelling your arguments are. The Small Business Administration (SBA) will enforce these timing rules strictly. In particular, can a contractor ask the agency to simply investigate a company for SDVOSB compliance? And does such a request need to meet the timing requirements? A recent OHA decision answers these questions. The OHA’s decision in VSBC Protest of Suntiff, LLC, SBA No. VSBC-472-P (Apr. 13, 2026), involved Suntiff filing a request for a status investigation of a SDVOSB with the CO of the VA. Suntiff did not elect to file a status protest in its own capacity. Instead, Suntiff sent a letter requesting that the contracting officer (CO) pursue the status protest and adopt the protest as a CO’s protest. In particular, this protest asked the CO to investigate the awardee’s “performance of the contract” and “forward a copy of its request to” the SBA. The CO forwarded Suntiff’s request to OHA but did not explicitly adopt the protest. Ultimately, the OHA determined that “a CO must explicitly adopt a protest and say they are protesting a concern’s status if that protest is to be treated as a CO’s protest.” Because Suntiff did not file a status protest within five business days, and the CO did not elect to explicitly adopt the protest, the protest was dismissed as untimely. OHA made it clear that “Protestor could have filed a protest of its own with OHA within five business days of bid opening. 13 C.F.R. § 134.1004(a)(4). Protestor failed to do so. There is no ‘status investigation’ procedure in SBA’s regulations.” However, this does not mean that it is futile to request that the CO initiate a protest on their own behalf. In fact, this protest would have been timely if the CO had adopted it or if the protester had made clear that it was filing a protest of the award, assuming that it was an interested party. The caution is that you should not assume that the CO will automatically adopt a request that they initiate a protest of their own. Put another way, do not put all your eggs in one basket. This decision also serves as an important reminder to be mindful of timing. As noted in 13 CFR 134.1004(a)(2), the CO may file a SDVOSB status protest at any time after the apparent awardee is identified, or after the bid opens. Conversely, interested parties only have five business days to file a protest. 13 CFR 134.1004(a)(3)-(4). Unfortunately, losing sight of these deadlines may result in your protest being dismissed due to untimeliness in accordance with 13 CFR 134.1004(a)(6). As applied to this decision, the protester learned of the identity of the apparent successful offeror on February 26, 2026. But the protest was not filed until March 2, 2026. This actually fell within the timeline of five business days, which would end on March 5, 2026. But the protester did not file a protest, merely a “status investigation” request. If you are interested in learning more about why you might want to consider filing a SDVOSB status protest, we have covered that in a previous article. However, if you do decide to file a SDVOSB protest on your own behalf, 13 CFR 134.1004(b)(a) requires that the protest be delivered to the CO, typically by email. But do not lose sight of your deadline. 13 CFR 134.1005(a) further requires that the protest be made in writing and include the following information: The solicitation number or contract number You or your attorney’s name, address, phone number, email address, and signature Other pertinent information that you believe the Judge should consider Specific allegations supported by credible evidence that the protested concern does not meet SDVOSB eligibility requirements You may look at these requirements and believe you have a winning argument, but even the strongest argument may never be considered if you file after the deadline. If you find yourself overwhelmed with meeting deadlines or need help with an SDVOSB status protest, feel free to reach out to us. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook The post Timing is Everything: The Key to Timely SDVOSB Status Protests first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Contracting with the federal government requires companies to operate under heightened ethical and compliance standards. At the same time, competitive intelligence and strategic business development efforts are often critical to remaining competitive in the government marketplace. Understanding where the legal and ethical boundaries exist under procurement law, however, is not always intuitive. In this informative webinar, SmallGovCon contributor and government contracts attorney Nicole Pottroff will break down the fundamentals of procurement integrity and explain the key ethics rules every federal contractor should understand. Attendees will gain practical insight into how ethics regulations apply throughout the contracting lifecycle and learn how to identify and avoid common compliance pitfalls that can expose organizations to significant legal and financial risk. Topics Covered: Appropriate boundaries for agency communications Conflicts of interest Kickbacks and contingent fee restrictions False claims liability and compliance risks Effective internal ethics plans and compliance programs This session is designed to help contractors better understand procurement law requirements, strengthen internal compliance efforts, and confidently navigate ethical challenges in the federal contracting environment. Target Audience: Government contractors and subcontractors, compliance and ethics officers, contract managers, business development and capture professionals Register here. The post Govology Webinar: Ethics in Federal Government Contracting, June 23, 2026 first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Happy Friday and happy June! We’ve received a lot of rain in our neck of the woods recently, so everything is looking green and lush before the heat of summer sets in. There’s the steady hum of lawn mowers as everyone tries to get the grass mowed in between rain showers and the gardens are growing nicely so far. While the cloudy days and frequent storms can be a little inconvenient at times, it’s hard to complain when everything is looking this beautiful. We’re looking forward to all that June has in store. We hope you have a great weekend. In federal government contracting news this week, catch up on stories related to more contractor transparency, a potential statutory addition for the small business rule of two, and cybersecurity updates. Warren and Grassley Introduce Bipartisan Legislation to Improve Defense Contractor Transparency 7 Air Force Contract Opportunities GovCons Should Watch in 2026 VA seeks information on new AI interface and API for workforce AI executive order sets stage for new cybersecurity directives Government Contractors Agree to Pay Over $3.6 Million to Settle False Claims Act and Contract Disputes Act Liability Two changes moving through the House would reshape how agencies buy Mullin testifies on DHS contract reviews, CISA staffing The Evolving Procurement Fraud Landscape: Emerging Risks for Government Contractors US Homeland Security cancels most pending Noem-era contracts after review Committee on Small Business Holds Hearing to Highlight the Role Small Businesses Play in National Security The post SmallGovCon Week in Review: June 1-5, 2026 first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

In September 2024, following a temporary application and system pause, SBA switched over to a new, streamlined and unified application portal. Now, applications for the SBA’s 8(a) Program, HUBZone Program, Veteran-Owned Programs, and Woman-Owned Programs all go through MySBACertifications.Gov. Unlike prior portals and procedures, through this one, those eligible have the option to apply for multiple SBA small business contracting programs simultaneously. But the question is, what are the potential risks and benefits of doing so? As for the application process itself, there are several potential benefits of the simultaneous application submittal option. It is certainly the most efficient way to submit applications to the SBA for participation in multiple socioeconomic programs—given the significant overlap in the required documentation submissions and standard SBA vetting procedures. For example, an applicant’s formation and organizational articles and agreements, copies of licensing and registration forms, tax forms and financial information, and current teaming agreements, subcontracts and other 1099s, joint ventures, mentor-protege agreements, etc., will be required for all of SBA’s socioeconomic programs. Additionally, for those SBA socioeconomic programs with similar ownership and control requirements (i.e., WOSB/EDWOSB, SDVOSB/VOSB, and 8(a) Program), SBA requires similar documentation and information demonstrating the qualifying individual’s/individuals’ direct ownership and unconditional control of the applicant’s day-to-day and long-term business operations. SBA will also require information on and documentation from any additional owners for all of these programs’ applications. As part of SBA’s control analysis for all such programs, it will also almost always require further information and/or documentation regarding any spouse involved in the applicant’s business, as well as any officers, board members, and employees holding critical licenses. And that is just one of the many reasons SBA nearly always comes back to an applicant, after the initial application package is submitted for any of SBA’s socioeconomic programs, asking follow-up questions and requesting further information and documentation–prior to deeming any such application “complete” and making a final decision on certification. So, its easy to see the benefits of submitting all of the necessary documentation, providing all of the required information, answering all of SBA’s follow-up questions, and meeting all of SBA’s follow-up requests for all the socioeconomic programs an applicant is seeking certification in–all at once. Such is clearly the most efficient use of the applicant’s time and resources. But recently, we’ve discovered anecdotally that simultaneous application specifically to SBA’s 8(a) Program and to any, some, or all of SBA’s other socioeconomic programs may not be the best option–at least not for any applicant hoping to achieve certification in any of the latter SBA socioeconomic programs in a timely manner. Indeed, SBA has openly acknowledged “ongoing delays with 8(a) processing,” which have already blogged about here–and which can likely at least in part be traced back to recent 8(a) audits and investigations we’ve blogged about here and here. As a result of these 8(a) application-specific processing delays, multi-program eligible applicants may now want to seriously consider applying for all other desired SBA socioeconomic programs first and awaiting SBA’s decision(s) there before proceeding with 8(a) Program application. Anecdotally, SBA has suggested that certification for other socioeconomic programs could take far less time than 8(a) Program certification–at least for the time being–potentially looking at a matter of weeks for WOSB/EDWOSB and/or VOSB/SDVOSB processing versus a matter of several months for 8(a) processing. Again anecdotally, SBA has even offered applicants with multiple pending socioeconomic certifications the option to withdraw their 8(a) applications to allow their WOSB/EDWOSB and/or VOSB/SDVOSB applications to process in a much more timely manner. But in such scenarios, SBA has also cautioned that full-8(a)-reapplication would still be required once the other certifications are granted–meaning having to again upload all documents, answer all questions, provide all information, and undergo SBA’s vetting process all over again. For those multi-program-eligible applicants seeking 8(a) status above all others, it seems the best advice is likely still to get that 8(a) application in and completed as soon as possible. But for those multi-program-eligible applicants seeking 8(a) that also have plenty of other socioeconomic program opportunities on their radar, it seems waiting to submit for 8(a) until after SBA grants certification in the other socioeconomic programs may well be worth some thought. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook. The post GovCon FAQs: Should I Apply Simultaneously for All SBA Statuses I’m Eligible For? first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

In October 2025, the SBA suspended an 8(a) Program contractor called ATI Government Solutions, LLC (ATI) after suspension under the FAR. ATI appealed the 8(a) suspension, and the decision shows that SBA must still support its actions with adequate evidence, and reasonable argument linked to that evidence. OHA remanded the suspension matter for more documentation from SBA. In ATI Gov’t Sols., LLC, SBA No. BDPT-728 (May 18, 2026), OHA considered the suspension of ATI. SBA had begun an investigation into ATI back in October of 2025. On October 21, 2025, SBA’s Suspension and Debarment Official (SDO) had suspended ATI under FAR 9.407 based on the statements of a contract manager that, among other things “ATI uses its 8(a) status to act as a ‘pass-through’ for other businesses that would otherwise be ineligible for 8(a) awards” and “ATI routinely does not meet the limitations on subcontracting requirements on its 8(a) contracts.” FAR 9.407 deals with suspension of contractors across the executive branch, rather than just through the 8(a) Program, based on “adequate evidence, pending the completion of an investigation or legal proceedings, when it has been determined that immediate action is necessary to protect the Government’s interest.” FAR 9.407-1. One example is fraud in connection with obtaining or performing contracts. FAR 9.407-2. SBA’s SDO also questioned if “ATI may have made false statements to SBA and other government agencies” and “these statements also call into question ATI’s 8(a) eligibility, whether ATI meets the required performance of work and distribution of profits on all 8(a) contracts, and whether ATI complies with SBA’s Mentor-Protégé program.” “The SDO found that immediate need existed to suspend ATI and the individuals and that it was not in the Government’s best interest to do business with ATI and the individuals.” On October 23, 2025, the SBA, in a parallel move, suspended ATI from the 8(a) Program under 13 C.F.R. § 124.305. This was based on multiple reasons, including: ATI acts as a “pass-through” in connection with “other businesses that would otherwise be ineligible for 8(a) awards”; “ATI routinely does not meet the limitations on subcontracting requirements on its 8(a) contracts”. SBA “concluded that as a result of these statements, ATI may have falsely obtained 8(a) certification and 8(a) contract awards.” On appeal, ATI argued that SBA based its suspension on inadequate evidence, “based solely on uncorroborated and unverified hearsay statements allegedly made, and later recanted, on a hidden camera by a former short-term employee with no personal knowledge of Petitioner’s compliance with 8(a) Program requirements or the applicable terms and regulation in 8(a)) government contracts.” OHA requested that SBA file “a refutation of all material facts and arguments that SBA believes are in dispute” and an Administrative Record with all relevant documents. In response, SBA submitted “one document, a copy of the October 21, 2025, letter suspending Petitioner and the individuals under FAR 9.407.” In summary, SBA argued that ATI had been suspended under “FAR 9.407-2(a)(3) and ineligible for contract awards. A FAR suspension is adequate evidence for an 8(a) BD program suspension.” OHA considered whether SBA had properly submitted the Administrative Record to support the 8(a) suspension, and concluded it had not. SBA argued that submitting the FAR suspension letter was sufficient. However, OHA examined the SBA suspension letter and found it wanting. OHA noted: The Suspension at issue does not mention the October 21st FAR suspension at all, let alone rely upon it as the reason for the Suspension. The Suspension states clearly that the reason for the Suspension is the statements made by Petitioner’s employee. However, the Agency Response here does not mention these statements and makes no effort whatever to substantiate them or to rely upon them as reasons for the Suspension. The Agency has thus stated on appeal a completely different justification for its action than that given at the time it was issued OHA held that “The reasons for the suspension are absent from the Administrative Record as presented by the Agency here. Therefore, I must REMAND this case to SBA for a new submission providing a new, sufficiently complete administrative record to conduct a meaningful review.” The record must include all documents that the SBA relied on, including videos. The ATI decision demonstrates that OHA will look closely at SBA’s decisions with regards to actions like suspension of companies under the 8(a) Program. SBA must base its actions on adequate evidence, and argument linked to that evidence. We will continue to monitor this decision as it reflects on both the SBA, the 8(a) Program, and how the federal government must justify its actions. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook The post Back to the Drawing Board: SBA OHA Overturns Suspension of 8(a) Contractor first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

We have noted in past posts that, in some cases, it may make sense to protest a solicitation evaluation or award decision at GAO simply to get a stay on the award. This is because, if you meet certain deadlines, a stay of award and performance is automatically placed on the procurement for the duration of the protest. Now, there are circumstances in which an agency can override this stay, but the burden is on the agency to show such an override is necessary. The Federal Circuit confirmed this is the case in Life Science Logistics, LLC v. United States, 172 F.4th 1357 (Fed. Cir. 2026), in which an agency tried to get the higher burden for a preliminary injunction placed on GAO protesters. This decision suggests that agencies may think more carefully about attempting overrides of stays going forward. The matter in question stems from an award of a contract by GSA to a company called IQS in 2022. Life Sciences Logistics, LLC (LSL) filed a protest of this award with GAO shortly thereafter. After three separate iterations of protests and resolicitations, GSA awarded the contract for a third time to IQS on October 30, 2023, which LSL again protested with GAO. The Competition in Contracting Act (CICA) provides that, if a GAO protest is filed within 10 days of contract award or 5 days of a requested and required debriefing (whichever is later), a stay of performance on the awarded contract shall be in place during the GAO protest. 31 U.S.C. 3553. As such, LSL’s protest triggered such a stay. But the same statute provides that agencies may disregard this stay in certain circumstances. One such circumstance is when “urgent and compelling circumstances that significantly affect interests of the United States will not permit waiting for the decision of the Comptroller General concerning the protest.” 31 U.S.C. 3553(d)(3)(C)(i)(II). GSA attempted to override the stay from LSL’s protest for this very reason. After GSA did this, LSL sued at COFC, arguing that the override was unlawful as GSA’s reasoning was arbitrary. The COFC, in turn, agreed the override was arbitrary. The decision does not explain why it was arbitrary, we must assume the government’s argument was pretty weak if it was decided without even describing why the argument was invalid. GSA attempted to argue that COFC’s own four equitable factor standard (likelihood of success on the merits, irreparable harm, balance of equities, and public interest) applied to the GAO stay determination. COFC disagreed, noting that CICA provided for an automatic stay procedure. Inserting new injunctive relief standards into this procedure would go beyond the statute. GSA appealed this matter to the Federal Circuit. After first addressing a question of mootness, it turned to the actual issue of the stay. The court agreed with COFC: “A bid protestor seeking a declaration that an agency override of a CICA stay is arbitrary and capricious need only show that, in fact, the agency’s override was arbitrary and capricious. The protestor is not also required to demonstrate a likelihood of success on the merits, irreparable harm, a balance of the equities in its favor, and a benefit to the public.” Turning to the language from CICA, the Federal Circuit observed that the stay requirement was automatic if the protester met the applicable deadlines. That is the default rule. The stay may only be overridden in certain circumstances. Nothing in CICA permits using the four-factor rule. Congress specifically chose to impose no burden on the protester for the stay to apply. The stay is automatic. Thus, it “cannot have been Congress’ intent to require a protestor whose automatic stay has been overridden by arbitrary and capricious government action to have to prove to a court – in addition to the unlawfulness of the override – that the protestor faces irreparable harm, the equities are in its favor, and the public would benefit from granting the relief requested.” Indeed, the Federal Circuit observed that, were it to find this four-factor rule applied, it would greatly incentivize the government to override far more CICA stays. The government could essentially override the stay for no reason and shift the burden of proof to the protester. That would contradict the entire idea of making the stay automatic. The idea is that the burden is supposed to be on the government that the stay must be overridden for urgent reasons. The Federal Circuit’s decision in this matter is one we whole-heartedly agree with, both in terms of the logical nature of its reasoning and its impact on the protest system. Frankly, it is already not terribly difficult for the government to override the GAO stay where it needs to. Shifting the burden to the protester is simply unnecessary and would only serve to dissuade even more protests. One consideration that the court could have noted more is that the GAO stay is very limited in its duration. GAO is supposed to issue a decision within 100 days of the filing of a protest and, in our experience, GAO very much abides by this rule. As such, the stay generally lasts no longer than 100 days, limiting the burden it places on the government. In contrast, a stay in a COFC bid protest will last as long as the case is there, and that can take years. This is good news for protesters and will make agencies think more carefully about attempting overrides of stays going forward. Questions about this post? Email us . Need legal assistance? Give us a call at 785-200-8919.Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook. The post Federal Circuit Refuses to Apply Stricter Injunctive Relief Test to GAO Stays first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Happy Friday! We hope you had a great week and are finishing the month of May strong. I was recently in Chicago for a family trip. Based on how much people were enjoying the weekend in Chicago, it’s clear that Memorial Day is the kickoff to summer. Summer plans are in full swing, but the news for federal contractors is also busy. This week in federal government contracting news, there were updates on AI reporting, cybersecurity compliance, and an update to the classified information review process. House NDAA would set up protected disclosure program for AI incidents DOW Preparing Major Overhaul of Cybersecurity Compliance Process, CISO Says OMB swaps Biden-era cyber memo for new prioritized logging tactic House lawmakers seek more AI transparency from the SBA DOW Preparing Major Overhaul of Cybersecurity Compliance Process, CISO Says OMB swaps Biden-era cyber memo for new prioritized logging tactic FAA surges medical staff after whistleblower alleges issues with certifying pilots and controllers Agency leaders back GSA bid for full access to federal building repair funds DoD’s system to protect classified information held by contractors is under strain Federal Register: Regulation for Federal Financial Assistance Federal Acquisition Service reorg driven by market forces The post SmallGovCon Week in Review: May 25-29, 2026 first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Even if we don’t want to admit it, we all simply click “accept” on all those different terms and conditions for software, despite not actually reading the actual terms. GAO in a recent decision reminded agencies and contractors to not let that habit happen when you read the terms of a procurement. In that recent GAO decision, there was a long history of protests, which resulted in an amendment to the solicitation. At first glance, the amendment and proposal revision restrictions tied to it may have made sense, but upon protest, GAO found the limitations on proposal revisions were improper, due to the amendment impacting more than the one factor which was open for revisions. Owl International Inc., B-423281.4 (April 24, 2026) has quite the procedural history, and contains three different protest grounds. There were multiple protests and corrective actions around the solicitation taken prior to this protest, but this specific protest focused on an amendment made by the Navy. The amendment made by the Navy to this solicitation removed FAR 52.222-46 (we discussed that clause here) from the solicitation and provided for limited proposal revisions to only the price portion of proposals. After having an agency level protest regarding this amendment and proposal revision limitation denied, Owl filed this protest at GAO. Owl alleged: (1) that removing that FAR provision from the solicitation was improper; (2) that if its removal was proper then limitations on proposal revisions was improper; and (3) that the solicitation was defective due to ambiguities. GAO sustained only on the second ground, which is that the proposal revisions allowed by the Navy were far too limited. We will focus on that protest ground here as it provides a good lesson for contractors. FAR 52.222-46 mainly focuses on compensation for “Professional Employees.” That provision states, among other things: “The compensation levels proposed should reflect a clear understanding of work to be performed and should indicate the capability of the proposed compensation structure to obtain and keep suitably qualified personnel to meet mission objectives. The salary rates or ranges must take into account differences in skills, the complexity of various disciplines, and professional job difficulty.” So, basically, this FAR provision focuses on compensation and whether prices are too low, but could call for technical and performance elements to be considered. It is tempting to say that this FAR provision would only effect price, but as the FAR implicates technical performance elements and the solicitation at issue called for compensation evaluations to interact with technical evaluations, Owl argued that this term’s removal necessitated revisions to both price and technical portions of the proposals. GAO agreed. When removing FAR 52.222-46 from the Solicitation, the Navy told offerors that they would only be permitted to revise their cost/price proposal. But as shown, the FAR itself actually may call for interaction with technical elements. Owl argued that the FAR and solicitation terms “directed offerors to focus resources . . . in order to maintain a stable professional workforce” and led to them proposing certain features in their technical proposal which furthered workforce stability. Owl explained that if that FAR wasn’t present in the solicitation, its technical approach would have changed, and thus all offerors should have been allowed to update their technical proposal along with the price proposal. GAO explained that under the solicitation: “FAR provision 52.222-46 directs offerors to submit with their proposals a total compensation plan . . . which the agency would evaluate to determine whether the offeror had proposed professional compensation that showed sound management and understanding of the contract requirements, whether the professional compensation would affect recruiting and retention, whether it was both realistic and consistent, and whether the proposed compensation levels were lower than those under the incumbent contract, and determine whether, ultimately, the agency will receive uninterrupted high-quality work.” Basically, that FAR provision and the solicitation’s structure made it to where that FAR provision hit on both technical and price elements of proposals. GAO went on to clarify (emphasis added): “In effect, the change allows an offeror additional options to propose a technical approach that the firm believes would make its proposal more competitive. An offeror could change aspects of its proposed professional compensation or staffing approach to be materially different from those used under the incumbent contract if the offeror believes doing so will achieve a more favorable technical evaluation and still provide a workforce with required professional and technical skills. While it is possible that an offeror would make no changes in response, Owl has submitted credible claims in arguing that, if permitted, it would have considered making several specific technical proposal revisions for that purpose.” Due to this, the Navy should have allowed revisions to both the price proposal and the technical proposal. GAO did clarify that, in the past, FAR 52.222-46’s removal did not always require an agency to allow technical proposal revisions, especially when the solicitation continues to provide for price realism evaluation. But while this solicitation had price realism in certain situations, it also had certain terms stating additional levels of evaluation, such as rates being fully burdened and the Navy would “evaluate the proposed scheduled labor rates for reasonableness and material balance.” If you do a deep read of this case, it can get quite technical as to the solicitation’s specifics and why GAO sustained the protest. But at its core, it has a clear message: if there is an amendment to a solicitation and proposal revisions, make sure the revisions match up with the extent of the impact of the amendment. In Owl, the Navy removed a term which on its face seemed focused on simply price, so they only allowed revisions to price. But Owl and the GAO noted that this FAR term’s removal from the solicitation had effects that reached other elements of a proposal which could not be revised under the Navy’s amendment. Thus, make sure you don’t just gloss over amendments to solicitations when they come out. Take the time to consider what impact an amendment could make on proposals. There could be grounds for a protest (for more on solicitation term protests, check out our blog here), or reason to reach out to your contracting officer for clarification. Of course, when trying to navigate the tricky waters of the FAR, solicitations, and protests, don’t hesitate to reach out to federal contracting lawyers, like us, for assistance before a protest deadline or opportunity passes you by. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook The post GAO Recommends Practicing Mindfulness When Solicitation Terms Cover Multiple Evaluation Factors first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

This Memorial Day, we take time to reflect on the extraordinary courage and sacrifice of those who gave their lives serving our country. Their selfless dedication to protecting our freedoms and defending our nation will always be remembered with the utmost gratitude and respect. We further wish to extend our heartfelt thanks to all veterans and military families who have carried the burdens of service with strength and honor. It is because of those sacrifices we are able to enjoy the liberties and opportunities we too often take for granted. Today, we honor their legacy, remember the fallen, and express our deepest appreciation to those who have served and continue to serve our nation with pride. Where does federal AI spending stand in 2026? Federal contractors are doing more than delivering programs Growth across federal contractors is showing up alongside new pressure on margins, controls and visibility Auditors find problems with SBA’s information security program House bill would enlist OPM in federal biotech workforce assessment From space photography to mission readiness, NASA turns to AI to alleviate data influx Draft executive order would set deadlines for digital signature and key quantum encryption OneGov’s discounted deals are ‘a first step’ to longer-term contracts, officials say These RFPs show acquisition reform is more than just policy Two Defense Contractors Arrested for Bribery and Major Fraud Conspiracy Scheme Affecting Department of War Technology Innovation Contracts The post SmallGovCon Week in Review: May 18-22, 2026 first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

There are many federal contracting opportunities specifically designed to support and benefit small businesses. Most people are already familiar with small business set-aside competitions and direct awards, SBA’s Mentor-Protégé Program, and SBA’s socioeconomic small business contracting programs (i.e., the SDVOSB/VOSB, WOSB/EDWOSB, HUBZone, and 8(a) Programs). But there is still another–albeit less well-known–government contracting program that offers significant benefits to small businesses, particularly those in field of research-and-development (R&D). Indeed, the Small Business Innovation Research (SBIR) Program provides federal funding to small business for their R&D endeavors, helping them grow promising technological innovations into full-fledged revenue cornerstones for small businesses and major contributors to government efficiency and progress. Established by the Small Business Innovation Development Act of 1982 and codified at 15 U.S.C. § 638, the SBIR program provides an excellent opportunity for small businesses to achieve R&D federal funding and development assistance. While we’ve talked about the SBIR program here before, here we’re taking an introductory perspective as part of our “Back to Basics” series for those unfamiliar with or newer to the concept. Origins and Purpose As part of the Small Business Innovation and Development Act of 1982, Congress sought to stimulate technological innovation as well as boost small businesses by creating the SBIR program. The goal was to increase private-sector commercialization of innovations derived from federally funded R&D by prioritizing small businesses to meet federal research and development needs. This also fosters the growth and development of women-owned and other socially/economically-disadvantaged small businesses by encouraging their participation in the program. Think of it like a startup incubator designed to funnel government funds into the private sector through channels that would benefit from it the most. Ideally, small businesses will commercialize technologies developed with federal research dollars, thereby stimulating the economy generally, small businesses particularly, and maximizing the bang for the taxpayer buck. The program issues over $3 billion annually and is currently authorized through September 30, 2031. It requires every federal agency with an extramural R&D budget over $100,000,000 to establish its own SBIR program. Each participating agency must allocate no less than 3.2% of its extramural R&D budget to SBIR awards and cannot use those funds for administrative costs. Each agency determines its own research topics independently (and issues its own solicitations and evaluates proposals thereunder). But the SBA coordinates the solicitation schedule and issues policy directives to govern the operation of the program. SBA also maintains a public searchable database of SBIR awards, as well as a separate government-only database for program evaluation purposes. Eligibility As opposed to SBA’s wide range of size standards linked to corresponding NAICS codes used for general small business contracting and for SBA’s other socioeconomic contracting programs, there is just one size standard that governs the SBIR program: 500 employees. This number includes affiliates, as well as joint venturers. Even though there are affiliation exceptions for SBA-rule-compliant 8(a), HUBZone, WOSB/EDWOSB, and SDVOSB/VOSB joint ventures, these exceptions do not apply to SBIR. Instead, for the SBIR program, all parties to the joint venture must aggregate their numbers of employees–and together total fewer than 500 employees to be eligible. Additionally, applicants must be U.S. owned and controlled. This may be by U.S. citizens, permanent resident aliens, other small business concerns (each of which is directly owned and controlled by such a U.S. citizen/permanent resident alien), a Native American/Indigenous Tribe, ANC, or NHO. The applicant may be more than 50% owned by venture capital operating companies, hedge funds, or private equity firms. But these must still be U.S.A. based. Awardees must also employ the principal investigator (i.e., the person who provides scientific and technical direction to the project at the time of award and for the duration of the project), meaning that SBIR awardees cannot rely on larger, more sophisticated subcontractors to get the work done. Three-Phase Structure The SBIR program operates in three phases. Phase I is like a startup phase—its objective is to establish, to the best extent possible, the scientific and technical merit and feasibility of ideas that appear to have commercial potential. SBIR Phase I awards typically do not exceed $150,000 and have a six-month performance period. Awardees must perform a minimum of two-thirds of the research or analytical effort for Phase I. And only firms awarded Phase I contracts are eligible to compete for Phase II. Phase II expands and develops the proposals that demonstrate merit and feasibility, continuing and growing the efforts initiated in Phase I. Awards are based on the results of Phase I to develop specific program needs. And funding is based both on the results achieved in Phase I as well as the reevaluated commercial potential of the proposed project. Relevant indicators of commercial potential include the awardee’s prior commercialization record, existing private-sector funding commitments, and follow-on commitments. Phase II awards generally do not exceed $1,000,000 and have a two-year period of performance. Awardees must perform at least one half of the research or analytical efforts in this phase. Phase III is the commercialization phase, and its objective is for the small business participant to pursue commercialization of the results produced in Phases I and II. It is important to note that the SBIR program does not fund Phase III. Rather, commercial applications must be funded by non-federal sources of capital, or follow-on non-SBIR federal awards intended for use by the U.S. government. To the greatest extent practicable, Phase III contracts, including sole-source awards, are awarded to SBIR recipients that developed the technology in the first two phases. * * * As you can see, the SBIR program provides a unique opportunity for small businesses to access federal funds to develop exciting new technologies and gain access to the private sector to further expand them. The idea is to benefit all involved–the small businesses, the federal government, and the U.S. economy at large–all by directing taxpayer funds through promising channels. It is a unique program that promises the potential of great returns for eligible businesses. So, if you are considering applying and have questions or compliance concerns, don’t hesitate to contact us here. Questions about the SBIR program or this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook. The post Back to Basics: The Government’s SBIR Program first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Our latest installment of our Back to Basics series explores novation agreements and their related cousin name change agreements. A novation agreement is needed when a contractor is transferring (or assigning) federal government contracts to another company. The government has discretion in approving such a transfer, and this post will explore how that process works. What is a Novation? A novation is governed by FAR Subpart 42.12. “41 U.S.C.6305 prohibits transfer of Government contracts from the contractor to a third party” but the government may allow a transfer when a contractor sells “[a]ll the contractor’s assets” or the “entire portion of the assets involved in performing the contract.” FAR 42.1204. Novations are necessary to recognize “a successor in interest to Government contracts when contractor assets are transferred[.]” FAR 42.1200(a). But a novation agreement is not always needed. As the FAR explains, “[a] novation agreement is unnecessary when there is a change in the ownership of a contractor as a result of a stock purchase, with no legal change in the contracting party, and when that contracting party remains in control of the assets and is the party performing the contract.” FAR 42.1204(b). Who is responsible for reviewing a novation request? Sometimes this is the tough part of requesting a novation, figuring out what contracting officer (CO) in the government is responsible for reviewing it. The FAR provides two options: If there is, an “administrative contracting officer (ACO)” the responsible contracting officer is that ACO or the “ACO responsible for the corporate office” of the entity. If there is no ACO, then it goes to “the contracting officer responsible for the largest unsettled (unbilled plus billed but unpaid) dollar balance of contracts shall be the responsible contracting officer.” . In our practice, it is best practice to try and figure out what CO will be responsible for reviewing the novation request. If that can’t be determined, then it’s best to analyze what CO applies, and start with that CO, but copy all other applicable COs to try and get a response. What goes in a novation request? As a general matter, the FAR usually requires transferors and transferees to submit extensive documentation, listed in FAR 42.1204(e)-(f), to support a novation request. This includes, among other things, documentation of the transferee’s capability to perform, a certified copies of company resolutions approving the transfer, opinions from both parties’ legal counsel, and other documents. FAR 42.1204(e)-(f). The rules do allow for modification of this list: “If the Government has acquired the documents during its participation in the pre-merger or pre-acquisition review process, or the Government’s interests are adequately protected with an alternative formulation of the information, the responsible contracting officer may modify the list of documents to be submitted by the contractor.” FAR 42.1204(g). In our experience, one document that can be hard to come up with is “Balance sheets of the transferor and transferee as of the dates immediately before and after the transfer of assets, audited by independent accountants.” It is the audited aspect that can be difficult. So, it’ may make sense to ask the CO to modify this requirement and allow unaudited balance sheets. As another point, the novation agreement language itself is included in the regulation at 42.1204(i), but the “format may be adapted to fit specific cases and may be used as a guide in preparing similar agreements for other situations.” It’s best not to change any of the key provisions too much, or the government may reject such changes. How does a company get a novation agreement approved? The FAR states that the CO: shall determine whether or not it is in the Government’s interest to recognize the proposed successor in interest on the basis of- (1) The comments received from the affected contract administration offices and contracting offices; (2) The proposed successor’s responsibility under subpart 9.1, Responsible Prospective Contractors; and (3) Any factor relating to the proposed successor’s performance of contracts with the Government that the Government determines would impair the proposed successor’s ability to perform the contract satisfactorily. FAR 42.1203. This can be boiled down to whether the government has concerns about the buying company’s ability to do the work. So, the key work is convincing the government that quality will not suffer after the transfer. The government, based on our experience, will approve most novations that transfer all of a contractor’s assets, but it is discretionary. The government is more hesitant when just one contract is transferred, although those can be approved as well. What is a name change request? A name change request is similar to a novation, but less complicated. “If only a change of the contractor’s name is involved and the Government’s and contractor’s rights and obligations remain unaffected, the parties shall execute an agreement to reflect the name change.” FAR 42.1205. Typically, the government will recognize the name change, but it can take some time. Did the RFO change this process? Not very much. In the Revolutionary FAR Overhaul (or just the “RFO” as explored in our posts), this has been left mostly unchanged, but has been streamlined and renumbered as follows: “Subpart 42.9, Novation and Change-of-Name Agreements, is renumbered from subpart 42.12. and streamlined.” Novation is one aspect of federal contracts about which not much is written. If a contractor is considering an asset sale, though, it must plan for and conquer the novation process. Please reach out to our attorneys with questions about this process. Questions about this post? Email us. Need legal assistance? Call us at 785-200-8919. Looking for the latest government contracting legal news? Sign up for our free monthly newsletter, and follow us on LinkedIn, Twitter and Facebook. The post Back to Basics: Novation Agreements (and Name Changes) first appeared on SmallGovCon - Government Contracts Law Blog.View the full article

Happy Friday. It’s end of school time in many parts of the country, as students move on a grade or graduate from college. College graduation is a big deal in a college town like ours. Congratulations to all the graduates. And speaking of changes, the federal government contracting world certainly hasn’t slowed down this week. Stories included the large proposed defense budget along with efforts at saving taxpayer money in the defense budget and elsewhere in the federal government. DoD civilian workforce losses strain military installation operations Army Corps of Engineers faces high attrition over plans to relocate NYC office Trump’s staggering defense budget could weaken bipartisan NDAA support GAO IDs up to $251 billion in cost savings across agencies Burchett Announces Roundtable on Saving Taxpayers Money with Military Contracts Tribal-owned firms want answers about state of 8(a) program Everything you know about contracting has changed GAO: 2026 Annual Report: Opportunities to Reduce Duplication, Overlap, and Fragmentation and Achieve an Additional One Hundred Billion Dollars or More in Future Financial Benefits New Cyber Strategy Shows White House Getting Serious on Enforcement, Says Capgemini Exec CBO estimates Golden Dome could cost $1.2 trillion over 20 years OMB plans to make IT contract data collection public, per federal CIO DoD launches a departmentwide review of the military legal system The post SmallGovCon Week in Review: May 11-15, 2026 first appeared on SmallGovCon - Government Contracts Law Blog.View the full article