Past DC MP Of Proskauer, Wilson Sonsini, Joins Greenberg Traurig
For 15 years, Trevor Chaplick was the managing partner of, first, Wilson Sonsini's NoVa office—which he founded—then, Proskauer Rose's DC office. An M&A and PE whiz, he kept up his practice in the meantime, often calling on Greenberg Traurig's Mike Schaengold to handle the specialized government contracts issues that can make or break a deal. (Just as importantly, they also shared Wizards and Nats seasons tickets.)
Mike recently recruited Trevor to join him at Greenberg Traurig, where we snapped the two of them sitting in Trevor's office. The law firm has a very dynamic business model, Trevor says, which affords him the flexibility to work with clients of varying sizes. Its international presence in Europe, Asia and Latin America is also a plus, as his work has taken him to countries including India, England, Spain and France.
Flexibility is key to heading an office, Trevor learned from his years as a managing partner, which spanned several business cycles and the financial crisis. (Both offices he led continued to grow.) "I think firms get in trouble when they're too rigid and don't adapt to the market dynamics," he says. Being flexible from a rate perspective is something GT does very well, he adds: it allows its partners to structure the arrangements according to the deal and the client.
Trevor's recently handled the $100M Adaptimmune deal for a large fund client and finished up the third tranche of a $25M financing for a metal manufacturing startup. Thanks to a versatile practice, in upmarkets he takes on public offerings and M&A transactions; when the economy is down, he handles workouts and recapitalizations.
Not surprisingly, the government contracts connection is very useful in M&A deals that involve acquiring, spinning off or selling companies that have government contracts. "We check under every stone to make sure that there aren't some hidden problems that could devalue the deal for the acquirer or make the deal a bad business decision," Mike says; for instance, Trevor and Mike worked for a company interested in homeland security and defense work and which they assisted in acquiring more than 15 small to midsized government contractors.
Due diligence includes determining whether any of the government contractors have been terminated for default or are the subject of cure notices, if they're in a field where appropriations may run out, or if they've otherwise been performing in a way that the government won't want to continue work with the government contractor being acquired. If companies have sent certain technology overseas without permission or allowed non-US citizens to review their controlled technology, they're potentially liable for fines, penalties, and suspension and debarment (on which there's still a heavy focus by the government).
One deal on which Trevor and Mike worked together involved GSA most favored customer pricing—i.e., where a company states that it's offering its best deal to the government, but it turns out the lowest price wasn't provided. "It can blow up a deal, so getting that right is key," Trevor tells us. It can also make a company liable for a lot of money, and bring possible FCA and qui tam allegations. It's hard to keep track of all pricing offered by a company, says Mike, since a "rogue salesperson" can offer a better discount to complete a sale. Sometimes, there can be a safe harbor if you self-report with the GSA.
We snapped Trevor with some of the deal toys he's acquired over the years. When he's not in the office, he tells us he's spending time with his 4-year-old daughter, whose photograph is visible on the shelf. She just took up playing soccer, and they're heading out together this weekend to pick up a soccer ball.