Last week, Secretary Hegseth delivered a speech at the National War College introducing transformations to the defense procurement process.  Among them, the Secretary discussed awarding companies bigger and longer contracts for proven systems; removing “excessive and burdensome” requirements (for example, acquisition rules, accounting standards, and testing oversight); and empowering program leaders with authority to direct program outcomes, move money, and adjust priorities.  Overall, the speech outlined a vision for a more agile defense procurement process that leans heavily on practices already proven and featured in the commercial sector.

Additionally, the Secretary emphasized that the Department of Defense (“DoD”) should prioritize acquiring commercial products and services.  The Secretary promised a forthcoming policy that would require commercial procurement at DoD as a first resort.  Specifically, he explained:

[T]oday at my direction, commercial products and offerings will be the default policy. We will enhance the presumption of commerciality. Within 90 days, we will issue guidance that demands a commercial first and alternative proposals policy to enhance flexibility.

The Secretary explained that DoD’s push for commercial solutions would be accompanied by increased flexibility to negotiate solutions that do not meet 100% of program requirements.  He noted that DoD would prioritize industry-driven, commercial solutions first, “even if that means bids that do not meet every requirement.”  He further stated, “we will be open to buying the 85% solution and iterate together over time to achieve the 100% solution.”

The Secretary’s speech comes just over six months after President Trump signed Executive Order (“EO”) 14271 on Ensuring Commercial, Cost-Effective Solutions in Federal Contracts.  As we detailed in a prior blog post, the EO directed the Federal Government to procure commercially available products and services to the maximum extent practicable, consistent with the preference for commercial procurement already codified in statute.  Among other things, the EO introduced a procurement review process to ensure that agencies consider using commercial procurement for acquisitions and provide a justification for using a non-commercial product or service.

Given the Administration’s continued emphasis on commercial procurement, contractors of all sizes are well advised to take stock of their products and services to determine whether they could potentially fulfill commercial criteria.  FAR 2.101 defines what it takes for a product or service to qualify as commercial.  For instance, if a contractor offers products, the contractor should consider whether its products are “of a type customarily used . . . for purposes other than governmental purposes,” and have been offered for sale, lease, or license to the general public.  And if a contractor offers services, the contractor should consider whether its services are (i) procured in support of commercial products and are provided to the general public under terms similar to those offered to the Federal Government, or (ii) “of a type offered and sold competitively in substantial qualities in the commercial marketplace based on established catalog or market prices” under standard commercial terms and conditions.  Contractors may find that products or services they previously considered non-commercial could, with some adjustments or better documentation, be justified as commercial solutions.

The Administration’s drive for commercial solutions could benefit contractors that can adjust quickly.  As has always been the case, FAR Part 12, commercial item contracting imposes a less daunting suite of acquisition regulation flow-downs.  And now, in the context of the Administration’s push for procuring commercial solutions as a first resort and requiring agencies to justify using non-commercial procurements, contractors that can transition to providing commercial solutions could enjoy a significant selling advantage over contractors that persist in offering non-commercial solutions.

The Secretary’s recent speech reflects an intent to move quickly in reforming DoD’s acquisition process, and contractors that are able to quickly pivot to providing commercial solutions where none previously existed could be well positioned to take advantage of new opportunities.  We will continue to watch for updates as the Administration’s effort to reform the government’s acquisition process unfolds

Photo of Scott A. Freling Scott A. Freling

Scott Freling co-chairs the firm’s Government Contracts practice and is recognized by Chambers USA as a leading practitioner. He divides his practice between representing civilian and defense contractors in traditional government contracts matters and guiding buyers and sellers—including a number of leading private…

Scott Freling co-chairs the firm’s Government Contracts practice and is recognized by Chambers USA as a leading practitioner. He divides his practice between representing civilian and defense contractors in traditional government contracts matters and guiding buyers and sellers—including a number of leading private equity firms—through the regulatory aspects of complex M&A deals involving government contractors.

Chambers USA ranks Scott as a Band 1 lawyer for Government Contracts M&A. Scott is sought after for his regulatory expertise and his ability to apply that knowledge to the transactional environment. He has extensive experience leading classified and unclassified due diligence reviews of government contractors, negotiating transaction documents, and assisting with integration and other post-closing activities. He has served as the lead government contracts lawyer in dozens of M&A deals, with a combined value of more than $80 billion. Scott’s notable transactions include Warburg Pincus and Berkshire Partners’ take-private acquisition of TRIUMPH for $3 billion, Advent International’s take-private acquisition of Maxar Technologies for $6.4 billion, Aptiv’s acquisition of Wind River for $3.5 billion, and Veritas Capital’s sale of Alion Science and Technology to Huntington Ingalls Industries for $1.65 billion.

Scott also represents contractors at all stages of the procurement process and in their dealings with federal, state, and local government customers. He handles a wide range of government contracts matters, including compliance counseling, contract terminations, claims, disputes, audits, and investigations. Scott frequently advises contractors on organizational conflicts of interest and government intellectual property rights. He also counsels clients on risk mitigation strategies, including obtaining SAFETY Act liability protection for anti-terrorism technologies.

Law360 has recognized Scott as a MVP in Government Contracts. He was a founding co-chair of the Mergers and Acquisitions Committee of the ABA’s Public Contract Law Section.

Photo of Daniel Raddenbach Daniel Raddenbach

Daniel Raddenbach assists clients in navigating the complex regulatory regimes that apply to federal contractors. In addition to providing regulatory advice, he routinely works with clients in the government contracts M&A space to provide regulatory reviews and risk analyses of potential transactions. He…

Daniel Raddenbach assists clients in navigating the complex regulatory regimes that apply to federal contractors. In addition to providing regulatory advice, he routinely works with clients in the government contracts M&A space to provide regulatory reviews and risk analyses of potential transactions. He also represents contractors in complex disputes, including litigation and claims against the federal government and prime-sub disputes.

Most recently, Daniel has specialized in assisting clients in the semiconductor industry to apply for and negotiate CHIPS Act funding awards to construct or modernize semiconductor fabrication facilities. He regularly advises clients on the ramifications of applying for funding under the CHIPS Act programs, providing analysis on topics including CHIPS programmatic requirements, the national security guardrails, and federal labor law requirements (including Davis-Bacon), among others.