Jeff Craven

Jeff Craven advises entrepreneurs, CEOs and general counsel on corporate structuring, the formation and financing of domestic and international transactions, mergers and acquisitions, FCC licensing and regulatory matters, and government contracting.

Recent engagements include:

• Served as Interim Chief Executive Officer (“CEO”) for start-up client in the medical device industry. Led completion of Seed Capital Round; recruit and manage Board of Advisors; handled U.S. and International regulatory approvals, Insurance, Real Estate and Corporate Governance issues; established Budget and prioritized spending; managed patent and trademark filings at the USPTO; engaged C-Level team to complete manufacturing of devices in China; collaborated on recruitment of key employees and leveraged service units to hire Marketing/Sales leadership.

• Represented a founder and 37% owner of a government contractor that qualified as a service-disabled veteran-owned small business (SDVOSB), managing the “corporate divorce” when the owners’ vision for the future diverged. Negotiated attractive payment terms; built-in upside adjustments, tied to future events; limited buyer’s rights to increase debt while the note remained outstanding; and securitized the note with a lien on the repurchased stock. Also negotiated seller’s departure from the Board and his employment transition, crafting narrow non-compete provisions.

• Represented U.S. seller negotiating a stock purchase agreement involving international assets with complex intellectual property elements; employee retention challenges; asset assignment complications and heavily negotiated tax positions.

Over his 38-year career, Jeff has been a business owner, general counsel, and outside legal advisor. In his various roles he has developed and implemented business plans, raised capital, and hired outside counsel. Jeff has extensive experience in the technology, telecom, and satellite sectors and regularly advises on transactions that contribute to his clients' growth, including private equity, mergers and acquisitions, joint ventures, and technology licensing.

Jeff serves not only as legal counsel but also as a business advisor to his clients. He helps them establish effective business structures as well as strategic partnerships that further the organizational goals of both parties, therefore by devising "win-win" outcomes.

For example, upon hearing a friend’s aspirations to start his own company, Jeff suggested that he leverage his service-disabled veteran status to start his own government contracting business. In a matter of days, Jeff helped him define his mission, develop a business plan, arrange funding, and incorporate his new business entity. The business was launched months later, and within nine years, it became a $250 million company and remains a current client.

An advocate for children, Jeff is on the Board of Second Story (formerly Alternative House), which provides shelter, counseling, and crisis intervention for at-risk youth and was a founding member of the Fairfax Partnership for Youth as well as the LeTendre Education Fund for Homeless Children.

Awards & Accolades

Best Law Firms in America (2022-2025):

• Mergers & Acquisitions Law
• Securities / Capital Markets Law
• Business Organizations (including LLCs and Partnerships)
• Corporate Law
• Tax Law

Super Lawyers, International, Mergers & Acquisitions, Washington, D.C. (2014-2022)

AV Rated by Martindale-Hubbell

2014 Top Rated Washington D.C. and Baltimore Lawyers

2013 Top Rated Lawyers in Technology American Lawyer Media and Martindale-Hubbell

Northern Virginia Human Services Council, Community Partner Award for Outstanding Individual

Representative Matters

• Represented seller in sale of a Pennsylvania-based operating company with physical assets, employees, contracts/customers, and leases to a buyer backed by Small Business Administration ("SBA") loan; negotiated terms and conditions for payment, including limited representations and warranties, extremely narrow indemnification provisions, and minimal restrictive covenants imposed on the seller. Interacted with the SBA on its unique terms to support the purchase and handled retention agreements with key employees to enable a smooth transition.
• Represented buyer in the purchase of stock of an Australian company holding international technology patents enabling efficient management of customers' files and object data across on-premises storage, public clouds, and hybrid infrastructures, contracts and for cloud-based. The transaction, managed across multiple time zones, involved significant intellectual property negotiations as well as significant representations, warranties and post-closing covenants, together with strict indemnification provisions and releases from the original stockholders, all to protect buyer.
• Represented buyer in the acquisition of a restaurant business in New Jersey. Key issues were challenges with the due diligence of the business, as well as the seller's desire to retain the right to undertake a spin-off of one segment of the business which we addressed by specifying limited menu offerings and geographic location protections for the buyer. We also mandated that the family recipes be treated as intellectual property to be formally assigned exclusively to the buyer at closing. We also negotiated employment agreements and lease amendments (along with guarantees), as well as the assignment of certain health, food service, and operating licenses for the restaurant.
• Facilitated joint venture partnership with three spectrum holders/operators—when a Finnish national telephone company struggled to find a joint venture partner for the U.S. wireless market—resulting in a JV with Ariel/US Cellular which led to a roll-up of all of the U.S. GSM carriers, ultimately resulting in a sale to Deutsche Telecom, now T-Mobile.
• Represented U.S. broadband satellite and terrestrial communications service provider in acquisition of international assets, including ground stations, leases, IP and employees. Counseling included advice on Export Control and Foreign Corrupt Practices Act (FCPA) compliance, as well as tax planning.
• Lead counsel to nuclear energy trade association in negotiation with the FCC and broadcasters over use of communications devices operating on broadcast spectrum, resulting in FCC and NTIA approval for FCC Special Temporary Authority (STA) and Experimental Licenses.
• Represented leading government IT/communications provider in the acquisition of major video teleconferencing service provider, including negotiations with lenders, vendors and government contracting officers, regarding the novation of the government contracts.
• Represented a major U.S. energy company in the completion of a $105M Central Utility Plant ("CUP") to provide power, steam and chilled water, with guarantees of 99.99% availability, meeting the recognized power quality of the Information Technology Industry Council. This public-private partnership transaction involved a 36.5 year Enhanced Use Lease and secured power for the US Army and the Department of Homeland Security.
• Represented privately held U.S. manufacturer/distributor of tools and household products in the acquisition of U.K.-based competitor, including all IP assets and manufacturing/distribution channels. Also negotiated an employment agreement that included revenue and production incentives.
• Represented leading provider of satellite ground systems worldwide, including the negotiation of Service Distribution Agreements, Hosting Agreements, Master Services Agreements and Antenna Services Agreements, as well as Export Control and FCPA compliance.
• Provide strategic advice and counsel on government contracting and immigration matters as well as potential acquisition structures for leading European fixed satellite service provider.
• Qualified and served as an Expert Witness in the United States District Court for FCC regulatory and transactional matters as well as for the financing of wireless telecommunications networks.
• Provided FCC regulatory, licensing, and transactional advice to competitive local exchange carrier (CLEC), offering dial-up and broadband Internet service, as well as local and long-distance telephone service. Also counseled on successful Rural Utilities Service ("RUS") grant application.
• Represented trustee in the disposition of non-wireline MSA and Rural Service Area (RSA) cellular systems in three states, via an FCC-approved Divestiture Trust Agreement, including demonstration of competitive marketplace for wireless services.
• Lead counsel representing Service-Disabled Veteran-Owned Small Business (SDVOSB) team on several Department of Veterans Affairs (VA) Enhanced Use Lease projects, valued at over $400 million.

News & Insights

Selected Speaking Engagements

• "Webinar: Preparing to Sell Your Government Contracting Business," JSchaus & Associates Federal Government Contracting Webinar Series, December 2020
• "Webinar: Continuity for U.S. Businesses During & After COVID-19," April 2020
• "Webinar: SBA Loan Programs Under the CARES Act," April 2020

Selected Publications

• Client Alert: "Friend or Foe? Legal Risks Arising From ChatGPT and Other Generative AI Software"
  (June 2023)
• Client Alert: "Selling Your Amazon Business? Not So Fast!" (January 2023)
• Client Alert: "New Non-Compete Legislation Takes Effect in D.C."
  (November 2022)
• “Summary: SBA Financial Assistance Under the CARES Act," Client Alert, April 2020
• "Is Immigrant Investment Right for Your Project?," Law360 Private Equity
• "Getting More and Better Telecoms/Data/Broadband Services, For Less"
• 'Who, Me Worry?' The Long Arm of the Recovery Act's Reporting Requirements and Other"
• "Compliance Obligations Under the Federal Acquisition Regulation (FAR) Supreme Court's Allison Engine Decision Derailed by Changes to the False Claims Act Under the Fraud"
• 'Who, Me Worry?' The Long Arm of the Recovery Act's Reporting Requirements and Other"

• "Could the FCC Disrupt Your Next Transaction?"

Community and Professional Activities

Federal Communications Bar Association

Georgetown University’s George F. Baker Trust, Board of Trustees

Second Story (formerly Alternative House), Board of Directors

Fairfax Partnership for Youth, Founding Member, Past President

Fairfax County Criminal Justice Advisory Board, Past Board Member, Past Chairman

LeTendre Education Fund for Homeless Children, Board Member, Past Chairman