What makes aerospace deals different
Aircraft are registered with the FAA, and for many commercial aircraft and engines, interests are also recorded in an international registry created by treaty, so title and lien searches look different from an ordinary asset purchase. Companies that make or service defense articles may be registered under the federal export rules for defense items, and changes in ownership can trigger notice obligations to the State Department. Export-controlled products and technical data can limit who in a buyer's organization may see them, even during due diligence. Foreign investment in businesses tied to defense or critical technologies may require, or make advisable, a filing with CFIUS, the interagency committee that reviews such transactions. Government contracts usually cannot simply be assigned and may need novation by the contracting agency.
Documents that drive the schedule
For aircraft deals, the key records include the bill of sale, registration, maintenance logs, airworthiness documentation, and any lease or financing documents if the aircraft is already encumbered. For company acquisitions, gather export classifications, any State Department registration, export licenses and agreements, a list of government contracts, quality certifications, and records of any voluntary disclosures. Supplier and customer agreements in this industry often include clauses flowed down from prime contractors, consent requirements, and long-term pricing commitments that a buyer will want to read closely. Missing maintenance records or gaps in export compliance history can affect value significantly, so it helps to find them early rather than in the final days before closing.
Mapping approvals and risk
In a first conversation, we identify what is being bought or sold, who the parties are, and where they are based, since foreign ownership shapes much of the regulatory path. We then map which approvals or notices may be involved, whether federal premerger review, foreign investment review, export control notifications, or agency consent to transfer contracts, and roughly in what order. Tax treatment of aircraft purchases can vary by state and by where delivery takes place, which sometimes affects the logistics of closing. Where aviation counsel in another jurisdiction or technical inspectors are needed, we coordinate with them so that legal and technical findings arrive together.
