Aerospace & Defence

Canada’s defence, security, and aerospace sectors are at an inflection point. Shifting geopolitical realities, evolving national security priorities, technological innovation, and increased government investment are driving unprecedented change. Success in this environment demands strategic legal advisors with deep sector expertise who can mitigate risk, anticipate regulatory changes, and help organizations capitalize on growing opportunities in a rapidly evolving policy landscape.

Cassels advises participants across the aerospace and defence industry on their most complex legal and regulatory challenges throughout the full lifecycle of their operations and projects. Our team regularly supports aerospace and defence manufacturers, defence contractors, advanced technology companies, offset participants, and related service providers on high‑stakes transactions, regulatory compliance, government contracting regulations, competition, international trade, technology, cybersecurity, major projects, Indigenous relations, intellectual property, tax, and government relations matters.

In addition, Cassels is at the forefront of the unmanned aerial vehicle (drone) space with a team that handles all aspects of legal support for drone technology, licencing, manufacturing, regulation, mergers and acquisitions, and capital markets in the industry.

With deep experience in public‑sector procurement, national security regulation, and government engagement, we advise clients operating at the nexus of commercial strategy, regulatory compliance, and public policy. Our integrated, multi‑disciplinary approach enables us to deliver practical, business-focused solutions tailored to the complexities of a highly regulated and politically sensitive aerospace and defence environment. 

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Representative Experience

● Advising prime contractors and key suppliers on the negotiation and performance of complex government contracts, including production, sustainment, and long‑term support arrangements.

● Representing aerospace and defence contractors in bid protests and procurement disputes arising from major government and allied defence programs.

● Acting on domestic and cross‑border mergers, acquisitions, and strategic investments involving aerospace, defence, and advanced‑technology companies, including transactions subject to national security and foreign‑investment review.

● Counseling defence manufacturers on industrial participation, offset, and industrial and technological benefit (ITB) obligations, including structuring, negotiation, and compliance.

● Advising on export controls, trade compliance, and controlled technology transfers, including export licensing, sanctions, dual‑use regulatory regimes, and related NATO requirements.

● Guiding clients through contract security and controlled goods regimes, including registration and compliance under the Contract Security Program, the Controlled Goods Program, and related NATO security frameworks.

● Advising drone companies from early-stage development through public offering, providing comprehensive, end‑to‑end legal support across regulatory matters, export controls, manufacturing and licensing, supply and plant development, government procurement and funding, international sales, finance, and capital markets.

Intersecting Legal Expertise

Our approach draws on integrated commercial, regulatory, and industry expertise from across the firm and from our trusted external partners in government, government relations, and other areas to deliver practical, effective guidance. This ensures that clients across the defence, aerospace, technology, and national security ecosystem receive coordinated, end-to-end support aligned with both strategic objectives and regulatory realities.

Public Policy & Government Affairs

Providing strategic public policy and government affairs counsel to clients in the defence, technology, and national security sectors, where regulatory frameworks, political priorities, and government relationships are central to business outcomes. We advise on government engagement strategies, policy development, and regulatory positioning, helping clients navigate complex federal and provincial policy environments and align commercial objectives with public‑sector priorities. Our team regularly supports clients in assessing policy risk, monitoring legislative and regulatory developments, and engaging with government stakeholders on matters affecting procurement, national security, industrial policy, and defence‑related initiatives.

Mergers & Acquisitions, Private Equity and Capital Markets

We provide comprehensive legal support across all phases of mergers, acquisitions, and other transactions in the aerospace and defence sector. Our experience spans target identification and assessment, due diligence, transaction structuring and negotiation, financing arrangements, and risk management. We have particular depth and expertise in addressing transaction-specific risks associated with government contractors and subcontractors. Our clients and targets include founders and owners of aerospace and defence businesses, private equity sponsors investing in or acquiring sector participants, and strategic acquirors pursuing growth through acquisition. Our team is also well positioned to support private companies through the going public process and recently did so successfully in the drone sector.

Trade Controls & Regulatory Compliance

We advise clients across the full range of defence trade controls, sanctions, and national security regimes affecting the aerospace and defence sector, including export controls, cybersecurity requirements, foreign ownership, Foreign Ownership and Control Influence assessments, industrial security obligations, and defence contract security programs. Our work includes compliance under the Controlled Goods Program and national security clearance regimes, including the Contract Security Program and COMSEC. We also advise on the defence‑industrial implications of evolving government initiatives, including Canada’s defence industrial strategy and participation in allied programmes such as the EU SAFE framework. In addition, we counsel clients on offset and industrial participation obligations, including ITB and Indigenous Participation Framework requirements. Furthermore, the complex international regulatory environment for drones requires specialized expertise, which has been developed at Cassels.

Federal Government Procurement Regulations & Policy

We advise government agencies and contractors on federal procurement law, compliance, and procurement strategy across the full contract lifecycle. Our experience includes solicitation analysis, bid and proposal preparation, compliance revises, debarment, negotiation of offset agreements and terms and conditions, debriefings, claims and dispute resolution, and bid protests. We also counsel clients on contract negotiation and administration, outsourcing arrangements, divestitures, and compliance obligations arising during contract performance. In addition, we assist clients in obtaining and maintaining required national and international security clearances, including facility, personnel, and program‑specific clearance requirements and controlled goods requirements.

Banking & Specialty Finance

We provide tailored financing solutions that align with the aerospace and defence sector’s capital-intensive and highly regulated nature. With deep expertise in complex lending structures, asset-based financing, project finance, and cross-border transactions, we can help clients secure funding for aircraft acquisitions, fleet modernization, infrastructure development, and long-term defence projects. In addition, our team brings a strong commercial understanding of industry dynamics, enabling us to structure innovative financing strategies that respond to evolving market conditions and operational needs. By combining sector knowledge with sophisticated financial structuring capabilities, Cassels can help aerospace and defence companies manage risk, optimize capital, and execute strategic growth initiatives efficiently.

Critical Tech & Cybersecurity

We advise clients on the intersection of national security and emerging technologies in the aerospace and defence sector. Our work includes counselling on cybersecurity requirements, the safeguarding of sensitive technologies, and addressing important technologies, such as AI and quantum. Many of the sectors in aerospace and defence have unique and complex requirements in this area of expertise. Our team has developed a practical understanding of the needs of the industry to bring a more nuanced approach to the legal recommendations for clients in aerospace and defence, including for drones with data and surveillance capability.

Competition & Investment Canada

We advise clients on the Competition Act and merger review, and the Investment Canada Act, including national security review considerations affecting foreign investment.

Aboriginal Law

We advise clients on Aboriginal law considerations affecting defence, aerospace, procurement, and infrastructure projects. This includes supporting clients on duty‑to‑consult obligations, Indigenous engagement strategies, and agreement negotiations. We help clients advance projects while managing legal risk and aligning with reconciliation objectives.