In the wake of the U.S. Supreme Court’s decision in Students for Fair Admissions, Inc. v. President & Fellows of Harvard College, there has been an increase in legal challenges to race and gender-based programs and initiatives in multiple contexts, including within government contracting.  While the holding of Students for Fair Admissions did not address public contracting or disturb existing case law that considers the validity of similar government contracts programs, the decision has informed and reshaped the landscape for strict scrutiny challenges to these programs, and there has been a significant uptick in challenges to diversity-focused government procurement regulations.

Last month, in Mid-America Milling Company, LLC, et al., v. U.S. Department of Transportation, the U.S. District Court for the Eastern District of Kentucky temporarily enjoined the Department of Transportation (“DOT”) from mandating the use of race- and gender-based presumptions for DOT contracts impacted by Disadvantaged Business Enterprise (“DBE”) goals.  The court found, among other things, that while DOT’s DBE program intends to combat historical discrimination and its lingering effects on the ability of disadvantaged businesses to equally compete for government contracts, the plaintiff was likely to prevail on the merits of its argument that the program’s “race and gender classifications” violate the Equal Protection clause.

Although the preliminary injunction currently remains geographically constrained to Kentucky and Indiana, the case is an important development for government contractors that are impacted by DBE related contracts.  We summarize the key takeaways from the court’s holding, as well as its implications for government contractors, below.

DOT’s Disadvantaged Business Enterprise Program

Under DOT’s DBE program, ten percent of federal highway construction funds are required to be paid out to small businesses owned and controlled by “socially and economically disadvantaged individuals” as defined by § 8(d) of the Small Business Act.  Section 8(d) of the Small Business Act defines socially and disadvantaged individuals as “those who have been subjected to racial or ethnic prejudice or cultural bias within American society.”  Although anyone may qualify as socially and economically disadvantaged regardless of their race or gender, certain racial groups and women are rebuttably presumed to be disadvantaged.

Recipients of DOT federal financial assistance must establish DBE participation goals “based on demonstrable evidence of the availability of ready, willing and able DBEs relative to all businesses ready, willing and able to participate on” federally funded contracts.  Where feasible, recipients attempt to meet these goals through race and gender neutral means, but to the extent they are unable to, they must utilize “contract goals” instead.  “Contract goals” generally involve a recipient utilizing DBE subcontractor participation goals on specific contracts, or documentation that a bidder has made “good faith efforts” to meet specific DBE goals.

Case Background

Courts have found that programs that employ race-based government actions, like the DOT DBE program’s rebuttable presumptions, are subject to strict scrutiny and must involve a compelling interest that “targets and seeks to remedy past, intentional discrimination” that the government had a hand in.  If there is a compelling government interest, then DOT must prove that the use of race is narrowly tailored, or “necessary to achieve that interest.”  Narrow tailoring requires consideration of whether a racial classification is “necessary” and whether race-neutral alternatives could adequately achieve the governmental interest.

In the present case, Plaintiffs Mid-America Milling, LLC and Bagshaw Trucking Inc. sued DOT, arguing that they regularly bid on DOT funded contracts impacted by DBE goals in the Kentucky and Indiana area, but lost out on federally funded contracts to DBE firms even when their bids were lower because they do not receive the rebuttable presumption of disadvantage.

In response, DOT justified its DBE program by maintaining that it “targets and seeks to remedy past, intentional discrimination in the transportation industry—discrimination that the government has had a hand in.”  DOT also noted that “there is a strong basis in evidence that the DOT DBE program targets specific episodes of past, intentional discrimination” that it seeks to remedy.

Court Finds DOT’s DBE Program Likely Not to Survive Strict Scrutiny

The court found that by relying on overly broad evidence of historical racial and gender discrimination to justify its DBE program, the plaintiffs were likely to succeed on the merits of their argument that DOT’s program violated the Equal Protection clause.  Specifically, the court ruled – at the PI stage – that the program’s race and gender classifications likely would be found to lack a compelling government interest and not adequately narrowly tailored because the agency failed to provide specific evidence of discriminatory exclusion for each group to whom the race and gender presumptions would apply.

Although DOT cited to a collection of 200 disparity studies, congressional testimony, and other reports and studies that purported to document past discrimination and its effect on the ability of DBEs to equally compete for government contracts, the court found that DOT’s evidence was likely to be too broad to serve as a compelling interest.  Specifically, the court noted that while DOT’s evidence pointed to societal discrimination against minority-owned businesses generally, it failed to offer evidence of past discrimination against the groups it grants a preference to in the DBE program.  The court also found that if DOT wanted to grant preferences to certain groups, the agency must establish a compelling interest by specifically showing how it had previously discriminated against those groups.  

Separately, the court found that DOT’s DBE program was not as narrowly tailored as the agency proclaimed.  In particular, it held that DOT’s preferences for specific minorities without clear support “fails to articulate a meaningful connection between the means employed and the goals pursued.”  The court further concluded that the DBE program was not narrowly tailored because it lacked a “logical end point” and that the program’s “racial preferences are not tethered to a foreseeable conclusion.” 

Implications of the Case

As this stage, the court’s ruling imposed only a preliminary injunction within a limited geographic area.  However, Mid-America Milling Company highlights the potential for other challenges that could result in similar, or wider-reaching findings and injunctions.  It is unclear whether other courts will make the same demands for specificity of the evidence relied upon to justify programs with race- or gender-based classifications, but rulings of this type will undoubtedly impact governmental entities who administer similar programs that must assess the evidence used to justify these programs.  Similarly, government contractors who participate in these programs will be impacted. 

We will continue to monitor legal developments on DOT’s DBE program, as well as developments involving other similar race and gender-based programs.

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Photo of Jasmine Wang Jasmine Wang

Jasmine Wang represents government contractors on complex regulatory matters at all stages of the public procurement process. Her multi-faceted practice encompasses numerous industries, where she advises clients on compliance, enforcement, and the risks associated with various regulatory regimes.

Jasmine’s experience includes coordinating due…

Jasmine Wang represents government contractors on complex regulatory matters at all stages of the public procurement process. Her multi-faceted practice encompasses numerous industries, where she advises clients on compliance, enforcement, and the risks associated with various regulatory regimes.

Jasmine’s experience includes coordinating due diligence processes in large scale M&A transactions involving government contracts, advising companies on cutting edge legislative, litigation, and regulatory developments, and representing clients in bid protests, including before the Small Business Administration (SBA), and other adversarial matters. Jasmine’s practice also focuses on issues at the intersection of government contracts and employment law, where she counsels clients on compliance and enforcement questions arising from the Office of Federal Contract Compliance Programs (OFCCP) and contractor obligations under the Davis-Bacon Act and CHIPS Act.

Before joining the firm, Jasmine clerked for The Honorable Andrew S. Hanen in the Southern District of Texas. She maintains an active pro bono practice focused on civil rights and reproductive justice.

Photo of Nooree Lee Nooree Lee

Nooree advises government contractors and financial investors regarding the regulatory aspects of corporate transactions and restructurings. His experience includes preparing businesses for sale, negotiating deal documents, coordinating large-scale diligence processes, and navigating pre- and post-closing regulatory approvals and integration. He has advised on…

Nooree advises government contractors and financial investors regarding the regulatory aspects of corporate transactions and restructurings. His experience includes preparing businesses for sale, negotiating deal documents, coordinating large-scale diligence processes, and navigating pre- and post-closing regulatory approvals and integration. He has advised on 35+ M&A deals involving government contractors totaling over $30 billion in combined value. This includes Veritas Capital’s acquisition of Cubic Corp. for $2.8 billion; the acquisition of Perspecta Inc. by Veritas Capital portfolio company Peraton for $7.1 billion; and Cameco Corporation’s strategic partnership with Brookfield Renewable Partners to acquire Westinghouse Electric Company for $7.8+ billion.

Nooree also counsels clients navigating the Foreign Military Sales (FMS) program and Foreign Military Financing (FMF) arrangements. Nooree has advised both U.S. and ex-U.S. companies in connection with defense sales to numerous foreign defense ministries, including those of Australia, Israel, Singapore, South Korea, and Taiwan.

Over the past several years, Nooree’s practice has expanded to include advising on the intersection of government procurement and artificial intelligence. Nooree counsels clients on the negotiation of AI-focused procurement and non-procurement agreements with the U.S. government and the rollout of procurement regulations and policy stemming from the Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence.

Nooree maintains an active pro bono practice focusing on appeals of denied industrial security clearance applications and public housing and housing discrimination matters. In addition to his work within the firm, Nooree is an active member of the American Bar Association’s Section of Public Contract Law and has served on the Section Council and the Section’s Diversity Committee. He also served as the firm’s Fellow for the Leadership Council on Legal Diversity program in 2023.

Photo of Jason P. Criss Jason P. Criss

For more than two decades, Jason Criss has guided clients through challenging government inquiries and complex internal reviews and investigations. He has played a leading role in many high-profile and sensitive engagements, including matters highlighted by Law360 (2018 and 2019) and…

For more than two decades, Jason Criss has guided clients through challenging government inquiries and complex internal reviews and investigations. He has played a leading role in many high-profile and sensitive engagements, including matters highlighted by Law360 (2018 and 2019) and the National Law Journal (2021) when those publications named Covington’s White Collar Defense and Investigations practice White Collar Group of the Year.

As a senior member of Covington’s Institutional Culture and Social Responsibility Practice Group, Jason has led significant investigations into workplace culture, DEI issues, and reports of sexual misconduct and workplace harassment. He also has co-led racial equity assessments for three of the country’s leading financial institutions.

In his White Collar Defense and Investigations practice, Jason advises clients on compliance issues, represents corporations and individuals in government investigations, and conducts internal investigations into potential violations of the Foreign Corrupt Practices Act and other statutes.

Jason has represented a wide array of clients, including:

  • Several of the world’s largest consumer goods companies in FCPA investigations;
  • A global, publicly-traded company in a criminal antitrust investigation into its hiring practices;
  • A number of leading independent schools and other non-profit organizations in sexual misconduct and bullying investigations; and
  • Individuals in investigations conducted by the United States Department of Justice, the SEC, and other regulators.

Jason also has an active and varied pro bono practice, including his work as media counsel for several non-profit news organizations. He is one of the leaders of the firm’s Kurt Wimmer Media Freedom Pro Bono Initiative. The American Lawyer recognized the Wimmer Initiative’s work to protect and advance media freedom with its 2023 Tony Mauro Media Lawyer Award and the Reporters Committee for Freedom of the Press will be honoring the Wimmer Initiative with its inaugural Freedom of the Press Pro Bono Service Award.

Jason is a Trustee of Temple Beth El of Northern Westchester, and a former President of the Hunter College High School Alumnae/i Association.