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Mergers and Acquisitions (M&A)

what we do

Industrial Policy’s M&A program plays a critical role in shaping the increasingly global, commercial, and financially complex industrial supply chain essential to the U.S. national defense.  Industrial Policy leads the M&A review process that assess the impacts of proposed business combinations on the Office of the Secretary of Defense, the Military Departments, the Office of the Chairman of the Joint Chiefs of Staff and the Joint Staff, the Combatant Commands, the Office of the Inspector General of the Department of Defense (DoD), the Defense Agencies, the DoD Field Activities, and all other DoD organizational entities (referred to collectively as the “DoD Components”). Serving as the principal advisor to the Under Secretary of Defense for Acquisition and Sustainment for all matters related to M&A, joint ventures, and divestitures, Industrial Policy ensures the Department’s interests are protected. 

The Department’s current policy is to conduct assessments of proposed business combinations on a case-by-case basis and to support the anti-trust agencies in their investigations.  DoD generally opposes mergers that overly reduce or eliminate competition, limit innovation, raise credible threats to national security, and are not in the Department’s best interests.

focus areas

The Hart–Scott–Rodino (HSR) Antitrust Improvements Act of 1976 established the federal premerger notification program, which provides the Federal Trade Commission (FTC) and the Department of Justice (DOJ) with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions that meet established thresholds must submit a premerger notification to the FTC and DOJ. In cases where the transaction could have DoD equities, the Department conducts an independent assessment of the transaction’s implications and reports findings to DoD leadership and the lead anti-trust agency for consideration and mitigation. 
DoD Directive 5000.62, “Review of Mergers, Acquisitions, Joint Ventures, Investments, and Strategic Alliances of Major Defense Suppliers on National Security and Public Interest,” issued February 27, 2017 establishes policy and assigns responsibilities to the Deputy General Counsel for Acquisition and Logistics and Deputy Assistant Secretary for IndPol as a result of an actual or proposed merger, acquisition, joint venture, investment, or strategic alliance involving a major defense supplier for impacts on:

  • National security  
  • The industrial and technological base
  • Competition and innovation 
  • Any other potential issue including those relating to the public’s interest  

The directive only applies to covered transactions involving U.S. entities and persons; it does not apply to transactions involving foreign entities or persons; these activities are reviewed by IndPol’s Committee on Foreign Investment in the U.S. team. IndPol also assesses non-defense transactions where the Department is a major customer of the supplier involved in the transaction. 

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Contact

CONTACT

Jonathan Wright

DIRECTOR

jonathan.l.wright2.civ@mail.mil