The Multifaceted Nature of Government Contracts Practice

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Why Government Contracts Law Is Broader Than It Appears

One of the things I find most compelling about government contracts practice is its breadth. A single contract may involve intellectual property, cybersecurity, export controls, labor and employment, domestic sourcing, investigations, and corporate transactions over the course of performance. Much of that breadth arises from the way federal procurement incorporates dozens—and sometimes hundreds—of regulatory obligations directly into contracts. The industries navigating this thicket span nearly the entire economy.

Government contracts may be among the most expansive legal disciplines in modern practice, though those unfamiliar with the field often assume the opposite.

The term itself—“government contracts law”—doesn’t help. A former colleague once joked that a family member assumed he spent his days drafting contracts for the government: an occupation pulled straight from Melville’s Bartleby, the Scrivener. (“I would prefer not to,” Bartleby repeatedly replies.)

In fact, government contracts lawyers almost never draft the government’s contracts. More often, the client is the company or institution on the other side of the relationship. Although the government generally dictates the structure of its solicitations and contracts, there is usually room for strategy, clarification, and negotiation before award, throughout contract performance, and after contract termination.

Federal procurement alone exceeds $800 billion annually, with state and local procurement adding hundreds of billions more. Federal grants and cooperative agreements extend that reach even further.

At that scale, government contracts issues are less a niche specialty than a recurring feature of modern business activity, often appearing in matters not initially recognized as such.

Yet the significance of government contracts practice lies not only in the volume of government spending, but also in the mechanisms through which those funds are awarded and administered. Public procurement operates through structured processes, including solicitations, evaluation criteria, documentation requirements, and administrative review. These processes shape not only how contracts are awarded, but how agencies exercise discretion and how disputes are evaluated. As a result, government contracts practice often turns as much on process, procedure, and agency decision-making as on the terms of the contract itself.

Key Dimensions of Government Contracts Practice

Several dimensions of the practice help illustrate its scope: the contract lifecycle, the range of issues involved, the industries affected, and the competing priorities of key stakeholders.

Contract Lifecycle

Government contracts work often begins well before a contract is awarded.

Years ago, while serving as outside counsel to a major technology company, I worked on large Department of Defense pursuits. They represented the company's first foray into government business at that level. The solicitations contained extensive technical requirements, evaluation criteria, and performance expectations.

Sales and proposal personnel, focused on winning the work, tended to believe the company could meet nearly all of the solicitation's demands. Operations personnel, who would ultimately bear responsibility for performance over the life of the contract, viewed the same requirements far more cautiously.

Part of the role of government contracts counsel is testing those assumptions early—before proposal language hardens into contractual commitments—and determining what the company can realistically deliver. Doing so requires sufficient understanding of operational realities to assess whether proposed commitments can be fulfilled. That may require close engagement with engineers, technical personnel, operations teams, and others responsible for contract performance.

Once performance begins, proposal language and contractual provisions that once seemed remote can take on real operational and financial significance. Personnel, supply chains, and agency priorities all evolve over time, and issues that once seemed minor at the proposal stage may later surface as operational, financial, or compliance problems.

The work may ultimately extend into audits, investigations, claims, and terminations.

Range of Issues

Government contracts practice also reaches across an unusually broad range of matters and stakes, from counseling on sourcing restrictions, subcontract obligations, or pricing disclosures to large-scale claims litigation involving billions of dollars and disputes lasting decades.

What distinguishes the practice is not simply the range of matters involved, but the way relatively routine compliance questions can evolve into consequential disputes over time, particularly where documentation, pricing assumptions, or performance expectations diverge from earlier understandings.

The False Claims Act can significantly amplify that risk: questions involving pricing disclosures, certifications, timekeeping, or contract interpretation may later be recast as potential false claims, with exposure to treble damages, statutory penalties, and whistleblower-driven investigations. Indeed, issues that may appear technical at the time they arise can later become the foundation of significant enforcement actions.

Thus, an important objective of government contracts counsel is helping companies navigate complex regulatory obligations before operational or compliance concerns escalate into False Claims Act exposure.

Industries Affected

Government contracts questions arise across a broad range of industries. A technology company selling software to public agencies may encounter data rights restrictions, FedRAMP requirements, export controls, or pricing disclosure obligations. Manufacturers within federal supply chains may confront Buy American requirements, Trade Agreements Act compliance, and numerous other subcontracting obligations flowing down from prime contracts. Energy developers pursuing federal funding may face domestic sourcing rules, cost-tracking and reporting requirements, and agency-specific cybersecurity requirements.

I recently worked with a natural resources company pursuing federal funding. The company was not the type of organization typically associated with government contracting.

Its applications were timely and complete, but a portal registration issue prevented submission through the required system. With no alternative, the company submitted directly to the agency, risking exclusion based solely on process rather than the merits of its proposal.

We then got involved and submitted a letter explaining the circumstances and framing the issue in light of the agency's discretion and its programmatic objectives, highlighting how the company's proposal advanced those objectives. The agency ultimately agreed to consider the applications and later revised its application forms.

The episode turned less on the substance of the proposal than on understanding how the agency would view its own procedural constraints and discretion. That perspective can prove decisive in government-facing matters.

Subcontractors often encounter similar dynamics. Many companies that never contract directly with the federal government nevertheless become subject to federal requirements through subcontract flowdowns. A supplier several tiers removed from a prime contractor may confront many of the same cybersecurity, sourcing, audit, and disclosure obligations imposed on the prime.

Legal Disciplines

Government contracts practice often overlaps with other areas of law. Government funding and procurement rules can materially reshape intellectual property rights. A startup may develop valuable technology entirely at private expense and then pursue a lucrative Department of Defense opportunity. Suddenly, questions involving government rights, investor expectations, and long-term control of core technology become central.

Similar considerations arise in corporate transactions. Acquisitions involving government contractors may raise questions about novation risk, cybersecurity obligations, pending claims, pricing exposure, and government rights in technology developed with federal funding.

Export control obligations can surface in unexpected ways. A company pursuing a federal opportunity may discover that technical data, software, or engineering support shared routinely in its commercial business becomes subject to entirely different restrictions once government requirements enter the picture.

Stakeholder Perspectives

Government contracts work often sits at the intersection of competing priorities. Sales teams focus on winning business and earning commissions. Proposal teams focus on responsiveness and competitiveness. Operations teams focus on whether the company can actually deliver over the life of the contract. Legal and compliance teams focus on regulatory obligations and avoiding unnecessary risk.

The work often requires bridging different perspectives across the organization. Engineers, technical personnel, pricing teams, compliance professionals, executives, and contracting officers may all approach the same issue differently. Misalignment among those groups can later develop into operational, compliance, or dispute problems.

In one matter, a company had settled an eight-figure GSA/DOJ pricing investigation before we became involved. Over the following years, we worked closely with a cross-section of the client’s in-house legal, compliance, and sales teams on pricing practices, disclosures, internal controls, and training designed to reduce future compliance risk. In the two GSA OIG audits that followed over the next decade, the client settled for nominal amounts, a markedly different outcome from the audit and investigation that had preceded our involvement.

That type of long-term coordination across teams is where some of the most valuable government contracts work occurs.

A Government Contracts Lens Across Practice Areas

Government contracts issues often surface in matters not initially approached as government contracts problems. They often arise where federal funding, procurement requirements, or regulatory flowdowns are embedded in otherwise conventional legal or business contexts.

A construction dispute may ultimately turn on federal flowdown clauses embedded deep in a subcontracting chain. An M&A transaction may hinge on assignability restrictions, audit exposure, or intellectual property developed with federal funding. A technology deal may implicate government data rights or cybersecurity requirements. An employment issue may involve clearance obligations or federal contractor compliance regimes.

In each instance, the underlying legal question is familiar—but the governing rules, risks, and decision-makers are not. Those differences can reshape how risk is allocated, how obligations are interpreted, and how decisions are made in ways that may not be apparent at the outset.

Recognizing those dynamics early can materially affect how a matter is evaluated, structured, and resolved.

Conclusion

Government contracts issues are often easiest to manage when recognized early and addressed directly, before legal, operational, or institutional problems harden.

In practice, government contracts lawyers help clients navigate some of their most consequential moments: when disputes escalate, companies change hands, technology intersects with public funding, or regulatory obligations reshape business strategy.

Hardly the work of a scrivener.

Eric Aaserud is a government contracts attorney at Stoel Rives, where he advises companies on federal, state, and local procurement, contract performance, and compliance. He can be reached at eric.aaserud@stoel.com.