5 Qs with Shulman Rogers’ Mark Maier: Why boots on the ground matter in helping federal contractors

When you meet Mark Maier, a lawyer and the leader of the government contracts practice at Shulman Rogers, you’re struck by the calm demeanor but also by a rambunctious level of constrained energy. He’s the definition of a Washington multi-hyphenate. A retired Army colonel, who spent 20 years in the reserves following his service, Maier also has an engineering degree in addition to his J.D. and a few cybersecurity certifications to boot.

WTOP talked with Maier about helping businesses who work in the federal contracting arena and what matters today, especially in navigating both the challenges of contracting but also the different aspects of supporting the federal government.

Q1: Tell us about the slice of government contracting that Shulman Rogers and your team focuses on for clients.

MAIER: My practice is driven in part by my background, with our focus areas being primarily technology and cyber related to government contracts. I have a background in engineering and in those practice areas, so those types of clients tend to gravitate toward me. Also, the government spends a ton of money in those areas, making those the core practice areas.

We also have other related services, like startup and mergers and acquisitions, and other ancillary services — data privacy, intellectual property, a lot of things that are more esoteric, nontangible asset areas. For our government clients, it’s definitely tech heavy.

Our clients tend to be medium to large. And we try to keep our rates in the middle of the market, so we can provide services to a broad range of clients. We have very large publicly traded companies, as well as small and medium-size businesses, including businesses that want to get into the federal space. The smaller size occupies about 25% of the practice.

Q2: What are the unique compliance and risk factors that your clients must deal with and how does your experience both in the public and private sector inform your work?

MAIER: I’d like to start and kind of take the contrary view that it’s not that unique. At the end of the day, it’s a contract, right? It’s one party hiring the other; someone’s going to do work; someone’s going to pay the bills.

I’ve found that much of my commercial experience on large commercial transactions forced me to learn the different parts of the contract. What are the warranties, indemnities, representations? What are the remedies if something goes south or if something goes sideways? And then how do you balance one area against another? Having that sort of detailed understanding of what is a contract and where the pressure point is being applied actually works well on government contracts.

Often clients are overwhelmed with just the breadth of the contracts. If you printed out these contracts, they’d be inches and inches thick, hundreds and hundreds of pages — of all these incorporations and references. And at the end of the day, many people would tell them, “Oh, they’re all important. Do them all.”

If you do that, if you take that approach, then none are important because they’re all equally important. Everything from the comma in the address of where you send your invoices to the statutory limit on some requirement becomes equally important.

Some of the value-add that we bring is a more practical approach to prioritization. We look at the breadth of the contract — the terms, the performance, the requirements — and put them into different buckets. There is going to be a high priority — a “get it done first, get it done now” approach that helps the clients identify those areas, particularly during contract negotiations, where they have some ability to steer decisions — not a lot, not like commercial sector where the whole thing is open, but even the contracting officers have some discretion on where to allow modifications and changes through Q&A and negotiations.

It’s important to identify those areas based on the culture that you might actually win. As a former insider, I understand when the contracting officer is going to dig in their heels and say, “‘No, we’re not going to change that,” versus, “OK, that’s reasonable. Let’s work on that.” We help clients identify those issues. They are then able to apply a higher proportion of work to those issues.

This is not about saying, “Do zero on those other things.” But there are some things that are more important than others. For the less important items, the more mundane, oftentimes it’s more about organizational hygiene. As a federal contractor, you’re doing checklists. You’re hiring the right staff. You’re doing your own internal auditing. You’re implementing those required policies and procedures, which is a little bit more routine. But that shows good governance and management longer term, and it allows your senior people, senior executives and subject matter experts and lawyers to focus in on the really hard, right here right now topics.

Q3: How do you help the small and midsize businesses gauge the risk factors relative to that priority list of must-dos? Is that trickier than for the big contractors?

MAIER: Smaller companies tend to have extremely limited budgets. You naturally immediately prioritize based on that.

The big contractors tend to have expats from big law firms or courts — counsel who worked at the top five or seven firms. They’re well-staffed. Usually, when our phone rings, they’ve already narrowed the issue down, have a budget and a sense of what’s needed.

The real challenge is that midsize. They have enough revenue to support legal spend, and they also have a number of problems. They’ve grown from small to midsize and, all of a sudden, they’re dealing with the same number of problems that the bigs are dealing with. But they have that midsize budget. It becomes critical to help them grow to the next level. To do that, you can’t saturate them with legal fees. You must be efficient with the workload and help them prioritize, in sequence.

I try to predict, beginning to end, what the spend is going to be. There’s a great variety of flavors and types of businesses, and needs, that come to the table. There’s very little consistency. It’s all day, every day, something different — definitely not cookie cutter. That’s great for us from an interesting and fun perspective.

There are some things that are predictable and manageable, and we’re able to put those in a bucket. We try to provide a firm budget — maybe not fixed-price, but close, to some degree. Most things have a lot of variations. How is the other side going to react, for instance? Once you start negotiating, the other side will come back on the focus plus other things. How willing are they to settle or to negotiate those different topic areas? There are a lot of tangents. We try to provide an overall budget, chop it up into break points, and then give clients updates along the way. That way, they’re able to understand where we’re going together, what the path is, but also understand the possible unknowns and the uncertainties.

Q4: Let’s talk about compliance and lowering risk and what that really means to the business of federal contractors and their ability to grow and manage profitability.

MAIER: I’ll start with intellectual property. Make sure you own it early on, and have a good track record, a “paper trail” record. So when a buyer comes, you can show you have a clean title to it. We do a lot of due diligence and work related to IP and who created it. Here’s the thing: The company thought its value was x. But without clear title to its IP, that value is x divided by some number.

The regulatory compliance piece is the unsung hero of company valuation. It’s things like cyber compliance, intellectual property ownership. It’s where you’re hiring people and spending time doing boring things. There’s no fireworks, no one’s screaming at you. From an investigator perspective, lawyers are not bombarding you with some demand letters. It’s a checklist. It’s day in and day out. It’s yeoman’s work, and it needs to be done.

Because if you don’t, then things go off the rail. Your security falls apart. Hackers get in. Your intellectual property — you don’t own it, or you don’t have the right license for it.

It’s much better to take your medicine. You need to know those long lists in the contract. Don’t print the entire contract, but read those lists of potential fires and implement those requirements and policies, and make them part of your institutional governance.

As a senior executive, you do not want to be distracted by the mundane every other day. It prevents you from thinking about the future, working on the next request for proposals, winning the next work, selling the company. By doing the right hiring and putting money against cybersecurity, IP and data privacy, you have peace of mind. It allows you to manage your risks and have visibility on the priorities.

Q5: What makes you passionate about helping federal contractors?

Maier: I find the really valuable thing — and the fun thing — is to bring in a diverse knowledge of subject areas and help the client get the legal and business answers. That’s about helping clients grow, which makes me think of a great story.

I started working with a minority, woman-owned business very early in its founding. It grew from a small business to very large and was sold after about 12 years in business. It was fun to help them grow over the years  — and to help them address those hygiene and compliance requirements that we talked about over time so that they were able to present a very valuable offering to the buyer, and you know, live happily ever after.

About Mark Maier

• 20+ years as a federal contracting lawyer
• 30+ years in the Army and the Army Reserves, retiring as a colonel
• Served in Iraq, Afghanistan and Europe in special operations, intelligence, homeland defense and communications units on active duty and in the reserves
• An electrical engineer, founded an IT consulting business in Boston
• Lives in Maryland with his wife, where he enjoys helping care for horses and visits from two grown daughters

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