Top Pentagon Official Contracted Personal Lawyer to Handle Minerals Deal

Last year, the Department of Defense announced it was taking a $400 million stake in critical minerals company MP Materials, and loaning the company an extra $150 million to expand operations at its mining site in Mountain Pass, California, the only rare earth location in the U.S. The historic deal was the first of several direct equity investments and loans the Pentagon has aggressively doled out to battery storage and mining companies in the second Trump administration, which now total more than $2 billion and have ramped up in recent months, as part of the military’s effort to break Chinese dominance of critical minerals supply chains. At the center of the July 2025 MP Materials deal was a top private equity lawyer named Alan Waldenberg, then head of the tax group at Schulte Roth & Zabel LLP, which later that summer merged with another white-shoe firm to form McDermott Will & Schulte, where Waldenberg remains a partner. Over the last three decades, his top client has been Cerberus Capital Management, the private equity giant whose founder, Stephen Feinberg, is now the number two civilian official at the Department of Defense. Since Feinberg assumed his Senate-confirmed post at the Pentagon, where he has vast sway over budgets, contracts, and strategy, Waldenberg has found himself in a new role: managing Feinberg’s irrevocable trust, which holds his Cerberus assets and is set up to benefit his adult children. As of 2024, the last year of published filings, Waldenberg also served as president of Feinberg’s charitable foundation. At the same time, Waldenberg confirmed to the Prospect that he represented the Department of Defense in the MP Materials deal, in addition to his roles providing outside legal counsel to Cerberus and to Feinberg. Waldenberg said that Feinberg had chosen him to represent the DOD in the deal because he has a “high degree of trust” in him, based on decades working together, and that his involvement had been “completely discussed” with the department’s ethics staff. Asked about the potential for conflicts of interest to arise due to his simultaneous role as attorney for Cerberus, Feinberg, and the DOD, he said “you’ve got to be kidding me” and insisted that the interests of the three clients have been kept separate. Waldenberg’s role in providing counsel to Cerberus and managing aspects of Feinberg’s personal affairs and finances while being involved in the DOD’s historic critical minerals deal has not been previously reported. It’s unclear whether or to what extent he has been involved in other DOD direct equity deals and activities. Based on public filings, Cerberus has no known direct connection to MP Materials, though the private equity firm has made investing in the rare earth supply chain a priority in recent years. In particular, the firm has backed Canadian mining outfit Torngat Metals, which operates a site in Quebec, and Eos Energy Enterprises, which manufactures battery storage units. Cerberus and MP Materials did not respond to requests for comment. “If he has a personal relationship with Feinberg, Feinberg shouldn’t be making a decision about whether he’s hired by DOD,” said Richard Painter, who was the chief White House ethics lawyer under George W. Bush and went on to lead the watchdog group Citizens for Responsibility and Ethics in Washington. “I don’t think [Feinberg] should be making a recommendation or a decision, he should be out of it. I can’t go into the government and recommend that the government retain my personal lawyer for something while he’s still my personal lawyer. I just can’t do that.” In a statement to the Prospect, the Department of Defense wrote that the arrangement was aboveboard. “OSC [DOD’s Office of Strategic Capital, which leads the Pentagon’s rare earths investments] maintains a rigorous, multi-layered ethics framework that includes a detailed screening process and operates in full compliance with all federal ethics laws and regulations,” the statement said. The DOD did not comment on whether Waldenberg is involved in other Pentagon activities, or specify its ethics protocols. Waldenberg’s firm, according to the federal government’s public contracting database, has a contract with the DOD worth $1.5 million that runs through August 31, 2026. Feinberg’s apparent conflicts of interest have been the subject of extensive reporting focusing on his inner circle at the Pentagon, which consists of senior Cerberus alums, and the extent to which Cerberus-owned defense contractors may stand to benefit from ties to the administration. The Prospect also reported last month on how a Cerberus-owned telecom company named Ligado Networks has been pushing for a $40 billion settlement to end a protracted lawsuit against the DOD. Read: Top defense official could reap windfall from DOD settlement As of last week, Ligado reiterated its intent to compel discovery out of the DOD, which two sources familiar with the case told the Prospect may be part of a push to gain leverage for an eventual settlement. The DOD has vigorously resisted discovery in the case over the years, treating it as a “sword of Damocles,” according to one of the sources, an omnipresent disastrous outcome it hopes to avoid for its potentially significant national security implications. The DOD has said that “any profit [Feinberg] may receive from a potential Ligado settlement will go to a charity to support America’s veterans,” though a spokesperson declined to say which charity would receive the prospective donation. The Capitol Forum recently reported that Ligado is hoping to receive $5 billion from the feds, citing sources familiar with the case. That would surpass the federal government’s 2010 $3.4 billion settlement with Native American tribes, compensating them for the centuries-old confiscation of tribal lands. The Pentagon’s critical minerals investments, including its stake in MP Materials, have more recently come under fire from money managers who have doubts about the fledgling DOD-backed industry’s ability to make a dent in China’s global dominance of the rare earths supply chain. The chosen mining companies have raised questions about whether they “have enough economic substance to sustain these stock prices, to put it very politely,” short seller Siegfried Eggert told the Financial Times last month. That hasn’t diminished the perception among ordinary investors that having a benefactor in the government is good for business. Between July of last year, when the Pentagon deal was announced, and today, the value of MP Materials shares has nearly doubled.