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Scott A. Freling

Scott Freling 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 government contracts M&A deals. Scott co-chairs the firm’s Government Contracts practice.

Scott is sought after for his regulatory expertise and his ability to apply that knowledge to the transactional environment. Scott has deep 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 been the lead government contracts lawyer in dozens of M&A deals, with a combined value of more than $79 billion. This has included Warburg Pincus and Berkshire Partners’ pending deal to acquire TRIUMPH for approximately $3 billion, Advent’s 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 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, claims, disputes, audits, and investigations. In addition, Scott counsels clients on risk mitigation strategies, including obtaining SAFETY Act liability protection for anti-terrorism technologies.

Scott has been recognized by Law360 as a MVP in government contracts. He is a past co-chair of the Mergers and Acquisitions Committee of the ABA’s Public Contract Law Section.

Contact:Read more about Scott A. FrelingEmail

On Tuesday, March 4, 2025, President Trump addressed a joint session of Congress, and highlighted many of the actions his administration has taken during his first six weeks in office.  This timeline highlights key developments pertaining to recent executive orders (“EOs”) and other executive actions issued by the second Trump administration.  It focuses on issues most relevant to federal contractors and grant recipients, and is divided into five topics: (1) Federal Funding; (2) DEI and Gender; (3) Energy and Environment; (4) Trade and Foreign Aid; and (5) DOGE and Federal Workforce.  Covington’s Government Contracts Practice is continuing to track these and other developments and will plan to periodically update this timeline.

This document provides a high-level summary of recent events and is not exhaustive. In addition, this document was last updated on the date provided above.  To the extent you may have questions regarding any of the developments discussed below — or other matters — please reach out to a member of Covington’s Government Contracts Practice.Continue Reading Timeline of Key Developments Related to Recent Executive Actions as of March 12, 2025

On Tuesday, March 4, 2025, President Trump addressed a joint session of Congress, and highlighted many of the actions his administration has taken during his first six weeks in office.  This timeline highlights key developments pertaining to recent executive orders (“EOs”) and other executive actions issued by the second Trump administration.  It focuses on issues most relevant to federal contractors and grant recipients, and is divided into five topics: (1) Federal Funding; (2) DEI and Gender; (3) Energy and Environment; (4) Trade and Foreign Aid; and (5) DOGE and Federal Workforce.  Covington’s Government Contracts Practice is continuing to track these and other developments and will plan to periodically update this timeline.

This post provides a high-level summary of recent events and is not exhaustive. In addition, this document was last updated on the date provided above.  To the extent you may have questions regarding any of the developments discussed below — or other matters — please reach out to a member of Covington’s Government Contracts Practice.Continue Reading Timeline of Key Developments Related to Recent Executive Actions as of March 5, 2025

As previously discussed on this blog, President Trump issued several executive orders (“EOs”) and memoranda, many of which may have implications for federal contractors and grant recipients.  During the first 30 days of the second Trump Administration, Covington’s Government Contracts Practice Group has tracked developments related to these EOs…

Continue Reading Timeline of Key Developments Related to Recent Executive Actions

In his first few days in office, President Trump issued several executive orders (“EOs”) and memoranda, many of which may have implications for federal contractors and grant recipients, including the following:Continue Reading President Trump Issues Numerous Executive Orders with Potential Impacts on Federal Contractors and Grant Recipients

Yesterday, the FAR Council issued a proposed rule that would update the U.S. Government’s approach to organizational conflicts of interest (OCIs).  While the proposed rule is not finalized and may change in response to forthcoming comments from interested parties, the proposed rule contemplates major changes to the FAR’s existing framework in this area.  In this post, we summarize the background leading up to the proposed rule and highlight key areas of proposed change.

Background

Continue Reading The Proposed FAR Rule on OCIs: Big Changes May Be Coming

SBA’s “Rule of Two” often requires federal agencies to set aside an acquisition for small businesses whenever there is reasonable expectation that offers will be obtained from at least two small businesses that are competitive in terms of fair market prices, quality, and delivery. 

On Friday, SBA issued a Proposed Rule that would extend the reach of the Rule of Two by applying it to orders issued under many multiple-award contracts.  As such, under SBA’s proposal, agencies would be required to set aside an order under a multiple-award contract when there is a reasonable expectation of obtaining competitive offers from two or more small business contract holders, unless an exception – including an exception for Federal Supply Schedule (FSS) contracts – applies.

SBA believes that this rule, if adopted, would: (1) align multiple-award contract purchases with the Small Business Act’s requirement that a fair proportion of the total purchases and contracts for goods and services be awarded to small businesses; (2) resolve confusion created by contradictory interpretations of the Rule of Two; and (3) increase contracting opportunities for small businesses, particularly small disadvantaged businesses (SDBs).  

More details are below. Continue Reading It Takes Two: SBA Proposes Applying “Rule of Two” to Multiple-Award Contracts

The Office of Strategic Capital (“OSC”) within the Department of Defense (“DOD”) has launched a Credit Program, under which it will provide debt financing in critical technology areas that drive national and economic security.  As an initial step, OSC is soliciting applications for equipment loans, which may be submitted between…

Continue Reading DOD Office of Strategic Capital Begins Its Direct Lending Efforts to Secure U.S. Industrial Base

The Small Business Administration (“SBA”) recently issued a proposed rule that would significantly change the rules concerning small business recertification in M&A transactions and other events (the “Proposed Rule”).  SBA has framed the Proposed Rule as a consolidation of what is currently a scattered set of regulations, but the rule goes further than consolidating and clarifying existing law.  It would expand recertification requirements in several key ways, including eliminating exemptions that currently allow contractors to continue to utilize set-aside multiple award vehicles after a so-called “disqualifying recertification” (i.e., a recertification as other than small or other than disadvantaged).

SBA invited public comment on the Proposed Rule.  The deadline for submitting comments passed last week.  We have spent some time reviewing the comments submitted thus far, which provide insight into the issues that affect both small business contractors and the industry writ large.  As discussed below, many of the comments describe the potential chilling effects of the Proposed Rule, which could deprive contractors of key income streams just as they graduate from small business status and discourage investors and other contractors from acquiring small businesses that hold multiple award contracts. 

The sections below describe the Proposed Rule in greater detail and provide an overview of the comments to the Proposed Rule.Continue Reading Public Comments to Proposed Rule Underscore the Need for Additional Clarity on SBA Recertification Requirements

The U.S. Department of Labor (“DOL”) recently announced its annual update to the hourly minimum wage for federal contract workers.  Beginning January 1, 2025, the minimum wage for employees performing work on or in connection with covered contracts will increase from $17.20 to $17.75 per hour.  The increase applies to tipped and non-tipped employees, as well as employees with disabilities.

The DOL announcement follows President Biden’s Executive Order 14026, issued in April 2021, to “promote economy and efficiency in procurement by contracting with sources that adequately compensate their workers.”  We discuss the types of federal contracts and workers subject to the wage rate increase, and its implications for contractors, below.Continue Reading Bigger Pay Days Are Coming for Some Federal Contract Workers in 2025

Earlier this month, the FAR Council took action to extend its existing authority to collect information from government contractors for novation requests with a notice in the Federal Register.  While this was a routine action, it is a reminder that the novation process is in need of serious attention.  The…

Continue Reading It’s Time to Re-Imagine FAR Subpart 42.12:  Ways to Improve the Novation Process