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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 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.

Contact:Read more about Scott A. FrelingEmail

On August 20, 2025, the Department of Defense (“DoD”) issued a sweeping memo that tears up and rebuilds the way the military decides what new weapons and systems it needs.  The Military Services appear to be wasting no time translating the memo into action.  Acquisition leaders at last week’s Association of the United States Army conference emphasized that “Transforming in Contact” will serve as the framework for redefining requirements and reprioritizing programs—demonstrating that reform is already underway.  For its part, the Air Force has begun reorganizing its A5/7 directorate to assume greater responsibility for requirements generation, while the Chief of Space Operations has publicly outlined the Space Force path to driving requirements and resourcing.  

This “requirements process” is the first step in acquisition—it defines the problem and tells the rest of the system what to buy, build, or develop.  Change the requirements process and you change the entire defense marketplace.  For decades, DoD has used a system called the Joint Capabilities Integration and Development System (“JCIDS”).  JCIDS was paperwork-heavy and checklist-driven:  the Military Services (Army, Navy, Air Force, Marine Corps, Space Force) would write lengthy justifications for new programs, and those proposals would wind their way through layers of approval at the Joint Staff in the Pentagon.  Critics said JCIDS was too slow and too rigid for modern threats, especially as China and other adversaries innovate quickly.

The August 20 memo blows up that model.  In its place, DoD is putting forward a problem-focused approach that aims to:

  • Define the biggest operational challenges first(not just collect Military Service wish lists)
  • Tie priorities to moneyso “important” projects actually get funded
  • Bring industry into the process earlierthrough experiments, not just proposals
  • Cut out layers of low value review

Below we unpack the memo and offer five practical takeaways for industry.Continue Reading JCIDS, Rewired:  What DoD’s New Requirements Memo Means

On Friday, August 22, 2025, the Small Business Administration (“SBA”) released a proposed rule to increase the size standard for what it considers to be a small business across 263 industries. The proposed rule principally covers receipts-based size standards.  These proposed increases stem from SBA’s periodic review of size standards…

Continue Reading SBA Proposes Increasing 200+ Receipts-Based Size Standards

As part of the Trump Administration’s Revolutionary FAR Overhaul (“RFO”), the Federal Acquisition Regulation (“FAR”) Council has been releasing streamlined Parts of the FAR on a rolling basis.  We have been closely monitoring the RFO and its effects on the acquisition landscape, and publishing updates on the progress.  To date, 25 streamlined FAR Parts have been released on the RFO page of acquisition.gov, the most recent of which were released earlier today: Part 9 – Contractor Qualifications; Part 33 – Protests, Disputes, and Appeals; Part 46 – Quality Assurance; and Part 49 – Termination of Contracts.  Along with the streamlined Parts, revised definitions and contract clauses have been added to Parts 2 and 52, respectively.  And, a host of non-regulatory resources and commentary, from Practitioner Albums to Smart Accelerators is growing.

Notably, FAR Part 42 – Contract Administration and Audit Services, which includes Subpart 42.12 – Novation and Change-of-Name Agreements, has yet to be overhauled, and we wanted to take this opportunity to renew our call for reform of the existing novation process.Continue Reading Time To Overhaul FAR Part 42?  The Novation Process Can Use An Upgrade

The Defense Production Act (DPA) has long been viewed as the primary federal mechanism for managing and supporting defense production.  Since it was enacted in September 1950—just months after the Korean War began—the DPA has armed the President with wartime-style powers to prioritize contracts, allocate scarce materials, and finance surge defense production capacity.  These DPA industrial authorities are subject to periodic reauthorization, with the current sunset set for September 30, 2025.  While the reauthorization of the DPA remains pending, the Senate Armed Services Committee (SASC) has advanced a new NDAA provision that would convert the extant Industrial Base Fund (IBF) (10 U.S.C. section 4817) into a Pentagon-controlled toolkit that closely mirrors—but is not identical to—DPA’s Title III authorities.  The introduction of section 849A of the FY 2026 NDAA suggests that the SASC is no longer willing to entrust the re-armament of the Pentagon and revitalization of the Defense Industrial Base (DIB) solely to reauthorization of the DPA—a process that lives or dies in other committees’ jurisdictions. Continue Reading Forging a Modern Strategic Production Base:  Senate Proposes Stand-Alone Defense-Production Powers for the Pentagon

Since President Trump issued Executive Order (“E.O.”) 14275, “Restoring Common Sense to Federal Procurement” on April 15, 2025 as part of an effort to remake Federal procurement, the Administration has undertaken a variety of initial steps to implement its so-called “Revolutionary FAR Overhaul” (“RFO”).  These steps include “streamlining” each Part of the Federal Acquisition Regulation (“FAR”) on a rolling basis to remove “non-statutory requirements.”  To date, seven streamlined FAR Parts have been released on the RFO page of acquisition.gov:  Parts 1, Federal Acquisition Regulation; 10, Market Research; 11, Describing Agency Needs; 18, Emergency Acquisitions; 34, Major System Acquisition; 39, Acquisition of Information and Communication Technology; and 43, Contract Modifications.  The public has the opportunity to provide “informal input” for each Part—the soonest of which is to provide feedback on FAR Part 10 by July 7, 2025 at 4:30 PM ET.[1]   Although the volume of streamlined FAR Parts, non-regulatory resources, and commentary on acquisition.gov has started to proliferate in recent weeks, the extent to which these resources can and will be relied on in a strategic, accessible manner by the broader acquisition community still remains to be seen. Continue Reading Continued Signs of Progress in the Revolutionary FAR Overhaul

In a recent bid protest decision— Digital Force Technologies, Inc., B-423319 (May 19, 2025), the Government Accountability Office (“GAO”) denied a protest of a Small Business Innovation Research (“SBIR”) program Phase III sole source solicitation issued by the Air Force, concluding that the Air Force had properly procured work from a successor-in-interest entity that derives from, extends, or completes efforts under prior SBIR contracts.  Notably, GAO found that a single SBIR-derived component of the overall system to be procured can be a sufficient link to prior SBIR work for an agency to exercise its authority to issue a sole source SBIR Phase III contract.

This decision builds on previous GAO decisions in ASRC Federal Data Network Technologies, LLC, B-418765, Aug. 28, 2020, 2020 CPD ¶ 339 (“ASRC II”)[1] and Toyon Research Corporation, B-409765, Aug. 5, 2014, 2014 CPD ¶ 235, in which GAO had explained that “it must be evident that the requirements for the second effort incorporated original concepts, findings, ideas, or research results that were generated in the first.”[2] 

This blog post briefly summarizes background on the SBIR program and requirements for Phase III sole source awards, as backdrop to GAO’s findings in Digital Force Technologies.  The post then analyzes particular aspects of GAO’s decision suggesting an expansion of existing case law in this area and concludes with a brief discussion of practical considerations for government contractors.Continue Reading Digital Force Technologies, Inc.:  A “SBIR-Derived Component” Can Be Sufficient For SBIR Phase III

On April 20th, a bipartisan, bicameral group of lawmakers, including Senator Mark Kelly (D-Ariz.) and Senator Todd Young (R-Ind.) in the Senate and Representative John Garamendi (D-Calif.) and Representative Trent Kelly (R-Miss.) in the House, reintroduced the Shipbuilding and Harbor Infrastructure for Prosperity and Security for America Act of 2025 (the “SHIPS Act” or the “Act”). The SHIPS Act’s sponsors describe the bill as a “comprehensive approach to revitalizing the U.S. Merchant Marine.” It aims to: (1) establish national oversight and consistent funding for U.S. maritime policy; (2) make U.S.-flagged vessels more commercially competitive through de-regulation; (3) rebuild the U.S. shipyard industrial base; and (4) expand and strengthen the maritime labor force. It also sets a goal for establishing a fleet of 250 U.S.-flagged vessels in international commerce.Continue Reading Reintroduced SHIPS Act Signals Continued Momentum for Domestic Maritime Investment

On Friday, May 2, the U.S. government announced further steps in its much-discussed plan to re-write the FAR by establishing a “Revolutionary FAR Overhaul” (“RFO”) website on Acquisition.gov, issuing written guidance to federal agencies, and releasing proposed revisions to FAR Part 1 – Federal Acquisition Regulation System and Part 34 – Major System Acquisition.  This activity comes on the heels of recent presidential directives requiring agencies to examine and reform their approach to procurement of goods and services, including Executive Order (“E.O.”) 14275, “Restoring Common Sense To Federal Procurement,” and E.O. 14271, “Ensuring Commercial, Cost-Effective Solutions in Federal Contracts.”

As anticipated, the FAR re-write is spearheaded by the Office of Federal Procurement Policy (“OFPP”) within the Office of Management and Budget (“OMB”) and the Federal Acquisition Regulatory Council (“FAR Council”).  The RFO website proclaims that the re-write is “the first-ever comprehensive overhaul of the FAR” and aims to “return the FAR to its statutory roots, rewritten in plain language, and remove most non-statutory rules.”  It also will result in “non-regulatory buying guides [to] provide practical strategies grounded in common sense while remaining outside the FAR.”  In short, the goal is characterized as “faster acquisitions, greater competition, and better results.”Continue Reading Early Signs of Progress in the “Revolutionary FAR Overhaul”

On January 21, 2025, President Trump issued Executive Order 14173, titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” (“EO 14173”), which, among other things, revoked Executive Order 11246 (“EO 11246”), a 60-year-old Civil Rights-era directive that prohibited federal contractors from discriminating on the basis of race, color, religion, sex…

Continue Reading The Executive Order 11246 Grace Period Ends Today (April 21)

President Trump has issued two new Executive Orders (“EOs”) that seek to reshape federal procurement.  The much anticipated “Restoring Common Sense To Federal Procurement” EO (the “FAR Reform EO”) seeks to “create the most agile, effective, and efficient procurement system possible” by revising the Federal Acquisition Regulation (“FAR”)…

Continue Reading Trump Administration Issues Two Executive Orders Seeking To Remake Federal Procurement