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Alion Science and Technology is a McLean, Va.-based research and technology company. Legal Times talked recently with James Fontana, Alion’s senior vice president and general counsel. Tell us a little bit about Alion. What does the company do? Alion is a scientific engineering and research and development company, providing technology services and products to the U.S. government, mostly the Department of Defense. We have more than 1,800 employees operating in 30 states and six foreign countries. More than 75 percent of our employees have security clearances. Our core business areas include defense operational support, information technology, and wireless solutions. The defense operational support includes technology services related to weapons systems, supporting DOD modeling and simulation systems and providing readiness studies and operational analyses for a variety of DOD activities. The company also has a strong chemical and bio-defense technology business, nuclear engineering, and explosive sciences. We also do transportation technology. In fact, Alion designed and built the first train simulator for the Federal Railroad Administration. What does your job as general counsel entail? Do you have a staff of in-house lawyers? Where are your outside counsel? My job is to act as the company’s chief legal officer and a member of the senior staff reporting to the chief executive officer. In other words, I act as the company’s attorney in all facets of its operations, including the company’s efforts to acquire other businesses. My background is mostly in government contracts and mergers and acquisitions, so I fit right into the company’s business model. I’m also corporate secretary to a board of directors including several former star and flag officers as well as former Cabinet-level government officials. We have a small legal staff. Actually, I like to refer to it as lean but effective. Besides myself, there is one other full-time attorney and one paralegal. The corporate facility security officer (who manages security clearances and the company’s national security compliance program) also reports to me. Our outside counsel are located mostly in the D.C. area, with various local counsel scattered around the country. Despite our small size, we actively manage all of the company’s legal affairs. We partner with outside counsel rather than just giving them matters to deal with. We take the lead on most issues, defer to outside counsel when we should, and perform the work ourselves when it falls within our capabilities. Do you often find yourself in the position of having to explain very complex military technology to a non-expert? How do you describe some of these things? I don’t consider myself a real expert in military technology, although I’ve spent the better part of my 20 years dealing with government customers, mostly in the defense technology arena. You learn fast that a little knowledge can be very dangerous. I absorb as much as I can about a technology that may be part of an issue requiring legal advice or in connection with an acquisition, but I don’t try to be an expert at it. I leave that to the real experts. The most important thing is to know the business, how it works, how our contracts work in the real world, and what are our customers’ expectations. If you don’t at least know the business dynamics of the company and its government contracts, you can’t be an effective lawyer for that business — that applies to both in-house and law firm attorneys. Alion was founded in 1936. What were the first things the company did or made? Actually, Alion has an intriguing history. Briefly, the Chicago-based Illinois Institute of Technology Research Institute, which was formally established in 1936 but whose roots go back to before the turn of the last century, was one of the largest nonprofit research, development, and technology organizations in the country. IITRI was known for a number of innovations and discoveries, such as the magnetic recorder (the precursor to the tape recorder), its work in cancer research, and a number of innovations related to radio spectrum management. In later years, the company developed more core businesses in defense-related research and development and information technology. IITRI was well-known in the scientific community and within government circles, but not well-known around the Beltway. Then, in late 2002, under the leadership of its CEO, Bahman Atefi, the organization was spun off as a for-profit employee-owned company (an ESOP) now known as Alion. It was a very successful transaction. Alion has experienced about 47 percent growth between the end of 2002 and 2003. Do you know a lot about military research? What about high-tech innovations like 3-D imagery? The company has developed some outstanding 3-D imaging technology. For example, we developed an application that provides visual training materials and repair manuals for the U.S. Army. Like a high-tech field manual, this product uses interactive 3-D images, animation, and other information technology to instruct soldiers in managing and repairing complex military systems rather than using paper-based manuals and other conventional training materials. Another ingenious device we developed is called the Mobile Parts Hospital, which Alion created for the Army and is being fielded in Kuwait as we speak, in support of our troops in Iraq. This is basically a mobile mini-manufacturing facility that has the ability to fabricate just about any part needed to repair military equipment. In many cases, Coalition forces could wait weeks for a part to arrive. In most cases, we can create the parts in a matter of hours right in the field and allow the repaired item to be quickly returned to service. In some cases, we’ve even improved on the original parts. What have been some of the biggest challenges for you on the job? I would say that the most challenging aspect of my job is making sure that we provide solid business solutions to the legal issues that arise. Government contracts is a very highly regulated business. You don’t have to be a genius to read the mounds of applicable federal acquisition regulations and tell the company what it can’t do. The bigger challenge, and the most rewarding aspect of my job, is to be able to tell the company what it can do, given the regulatory constraints that it works under, and to provide creative solutions, lending not only to the company’s growth and stability but also to enhancing the quality of services we provide to our customers. Another challenge is that this is a 100-percent employee-owned company, and our employee owners have high expectations of senior management, so we need to succeed not only for our customers but our employees as well. What is the best part of the job? Being there when the job is done and the results realized. Unlike many law firm attorneys, we don’t just litigate a case here and manage an issue there. We’re involved at the highest level of the company’s decision-making process, and we see a much bigger picture for a longer period of time. For example, we see the results of a successful acquisition (for example its financial impact, how it affects employee development, and improvements in corporate culture) long after the deal closes. When you’re not at Alion, what do you enjoy doing in your spare time? My interests are cooking (I’ve collected recipes from all over the world), spending time with my kids, reading (I’m somewhat of a history buff), and following baseball (I’m a rabid Yankees fan). What’s the best book you’ve read recently? John Adams by David McCullough.

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