Get help with small business asset purchase agreements when buying or selling a small business with federal government contracts. The government contract novation requirements come into play. Our Federal government contract novation lawyers help clients across the country to avoid costly legal mistakes. 

Asset Purchase vs Stock Purchase Agreement & Government Contract Novation Lawyers

The above just shows the serious complex issues that can arise over and beyond the underlying sale of the business that is involved with federal government contracts.  Small businesses seeking to purchase or sell an existing company with federal contracts, mistakenly believe that the process is simple and that the novation process is without its complexity. Nothing can be far from the truth.

For example, there are issues of successor liability asset purchase, whether the company will maintain its small business status, and what happens when the are existing teaming agreements and joint ventures.

Nationwide Government Contract Novation & Small Business Asset Purchase Sale – Legal Services

Compared to the commercial sector, purchasing and selling businesses that are currently performing federal government contracts, take a completely. different approach. FAR 42.12 requires specific documents and processes to develop the novation of government contracts to the buyer. When buyers and sellers are from different states, the asset purchase sale can become even more complex. When the sale of a business, assignment of contract, business purchase contracts, or merger and acquisition of companies include government contracts as assets, our government contract novation attorneys help by:

  • Managing and overseeing the business purchase and asset sale process for FAR compliance.
  • Managing the overall process from beginning to end
  • Assessment of stock purchase vs asset purchase advantages and disadvantages
  • Pre-novation price analysis for arm’s length transactions
  • Developing government contract business novation agreement requirements
  • Providing small business merger and acquisition help;
  • successor liability asset purchase issues

  • Novation agreement vs assignment assistance
  • Native American and SBA 8(a) business purchase agreement drafting
  • Service Disabled Veteran Owned Company small business asset purchase agreement services
  • Drafting required FAR contract novation agreement documents for contract transfer
  • Compiling asset purchase agreements/contract to purchase a business  from your state-level attorneys
  • New Novation sale and business contract of sale compliant with FAR regulations
  • Consulting on merger and acquisition of government contracting businesses
  • Assignment of contract legal services for federal contractors
  • Buy American Act matters when there is an asset purchase
  • Representation with  asset vs stock purchase advantages and disadvantages

Potential Problems With Small Business Asset Purchase Sales of Government Contractors

  • Diligence regarding FAR, CAS and DFARS regulations when purchasing a government contractor asset sale
  • Reviewing your contract assignment agreement for compliance with the terms of the original contract 
  • Guidance on small business representations and certifications when purchasing a government contractor asset sale. 

Does the Asset Purchase Sale of the Small Business Impact the Buyer’s Small Business Status?

The federal contracting legal system can be very intimidating. Many federal contractors accept the fact there will be a requirement for a contract novation sale agreement after buying or selling a company. However, when the transaction is examined by an experienced government contract novation attorney, potential causes for the contracting officer’s denial of the novation are uncovered.  For example, a merger or acquisition under an asset purchase could impact the buyer’s small business status for future contracts. Depending on the type of business sales transaction, knowing the difference between stock purchase and asset purchase sale is critical.

At Watson & Associates, our government contract novation  agreement lawyers frequently help small businesses and larger DOD contractors to navigate through the complex maze of government contract assignments, business sales resulting from a small business asset purchase agreement vs stock purchase, and the potential legal consequences.

Help Overseeing the Entire Sale of Government Contractor Transactions

The legal issues that arise when there is a business sale that includes government contracts can be complex and time-consuming. The contract novation law attorneys at Watson & Associates can help at various levels. Clients retain us to develop the proper FAR novation documents and to oversee the entire sale process when it comes to asset purchase vs stock purchase of government contracting companies. The most important issue is not to violate the Anti-Assignment Clause. This means that the government contract cannot be the only asset sold.

Small Business Asset Purchase Agreement vs Stock Purchase Sales 

The process of buying and selling a business that has federal government contracts begins with knowing how the system works and using it to the clients’ advantage. At Watson & Associates, LLC, our federal contract novation lawyers have helped large and small businesses to navigate through the complex nuances involved with small business asset purchase vs small business stock purchase agreement and business sales. Buyers and Sellers with a federal contract transfer must also be aware of stock purchase vs asset purchase advantages and disadvantages.

  • Did you know that without contracting officer approval, a signed contract novation agreement can be deemed meritless and has no value? See  Size Appeal of eTouch Federal Systems, LLC, SBA No. SIZ-5280 (2011) 
  • Did you know that contractors must request submission of any comments or objections to the proposed transfer within 30 days after notification to the government?
  • If the parties do not get the government involved or fail to follow FAR novation of contract rules, there can be legal consequences.
  • Although many government contractors understand that an asset purchase sale is favorable for government contract novations, there is much case law that shows not all commercial small business asset purchase agreement templates are acceptable to the federal government.


Do you have a government contracting business for sale? To get a government contract novation agreement approved, both the seller and the buyer should make sure that they both understand FAR 42.12 and its sometimes-confusing compliance rules. Companies should also be aware of the stock purchase vs asset purchase agreement advantages and disadvantages.

At Watson & Associates, LLC, our federal government contract lawyers frequently work with small businesses and larger contracts seeking to get a novation sale approved by the contracting officer. There is more to We also work with local attorneys who are not familiar with the FAR 43 regulations and the nuances that can arise with the traditional Asset Sale Purchase Agreement when it comes to government contract novations.

Since the facts of each case are highly relevant to the intended outcome (get the contracting officer’s approval) our government contract attorneys and business lawyers provide a wide array of legal advice and representation.

When a contract to purchase a company involves a small business asset purchase agreement, a novation agreement is generally required under the FAR PART 42 rules. Stock purchase sales generally do not require a novation agreement

The government will scrutinize how the novated asset sale agreement form is structured and new novation of contract price. It will also look to see if it violates the Anti-Assignment Statute. If it does, then the sale and business purchase agreement that ultimately involves the assignment of contract an existing government contract may become void. Having the proper asset allocation, valid business assets, and whether there is a risk to the government are all issues that will be addressed.  As part of our corporate and general business law practice, our small business asset purchase agreement attorneys and government contract lawyers will oversee the entire asset purchase and sale process, comply with FAR Part 42, and work with your state attorneys to increase your chances of government approval.

Small Business Asset Purchase Vs Stock Purchase

When buying or selling a business involving federal contracts, the parties should understand the difference between a small business asset vs stock purchase sales. This can impact the requirement for a novation sale under FAR Part 42. In a small business asset purchase vs stock purchase, the company that sells the business with keep legal possession of the company. The buyer, on the other hand, will get  the individual assets of the company including:

  • the company equipment
  • fixtures,
  • licenses,
  • trade secrets,
  • company inventory..

Call Watson’s Small Business Government Contract Novation Law Attorney

To schedule a free consultation about your small business asset purchase agreement or the difference between an asset vs stock purchase transfer with our experienced federal contract novation attorneys, call Watson & Associates’s business law attorneys today toll-free at 866-601-5518.