How We Can Help You
FOCI Support
Do You Fall Into Any Of These Situations?
Most Overcomplicate FOCI Implementation and Compliance. We Can Simplify It for You.
Ownership Changes at Your Cleared Company.
Before:
If you are considering a merger, acquisition, or a divesture, we can help with the industrial security due diligence process. We can also provide recommendations about how any relevant foreign ownership, control, or influence (FOCI) factors will impact the facility clearance. Working through these issues early and often before final decisions are made can save time and reduce unnecessary business risks.
Note: It is imperative that the company's Facility Security Officer (FSO) is involved as early as possible and is part of the process.
During:
Depending on the nature of your ownership change, there are actions that you will need to act on.
- You are being acquired by a foreign company.
- We can help with the requisite formal notifications to your cognizant security agency (CSA), along with all of the required documents. These documents may include a Commitment Letter, which is a bridge agreement between the company and the CSA whereby the company agrees to work in good faith towards implementing a negation or mitigation strategy and will protect classified and export controlled information from the foreign parent acquirer in the interim.
- Additionally, you may have to file a Joint Voluntary Notice to the Committee of Foreign Investment in the US (CFIUS) notifying them of the acquisition.
- If you must implement a FOCI Action Plan, such as a Special Security Agreement (SSA), the emplacement of the SSA can be a significant decision. Do you place it at the US parent, or at the operating company? Should you need to stand up a separate sister company for cleared contract work?
- You are under a FOCI agreement, and you are divesting a portion of your company.
- We can help with the requisite formal notifications to your cognizant security agency (CSA), along with all of the required documents, as well. There may be different document required, depending on if it is an asset sale or a stock sale.
- If the contracts are being conveyed and being novated to the acquirer, does that company already have a facility clearance?
- Does the divestiture remove all of the FOCI, or does it change the nature of the FOCI?
We can help you navigate these waters and keep things moving forward.
After:
In accordance with 32 CFR 117.8(c)(7) you must report your ownership change to your Cognizant Security Agency, (CSA) e.g. DCSA, DOE, etc. We can help with providing the necessary organizational charts, associated narratives, and corporate governance documents for your Certificate Pertaining to Foreign Interests, SF-328. You will be required to document your ownership lineage to the beneficial owner and document beneficial control. If you don’t provide it up front, there will be a back and forth with DCSA, for example, until you provide the information. We can help you pack that up and save everyone time.
Have you recently emplaced a FOCI Action Plan, like a Proxy Agreement or a Special Security Agreement, in your company and are setting up your compliance program?
Do You Need Assistance with Your FOCI Action Plan Implementing Procedures?
- Affiliated Operations Plan (AOP)
- Affiliated Services
- Shared Third-Party Services
- Shared Persons, &
- Cooperative Commercial Agreements
- Electronic Communications Plan (ECP)
- Facilities Location Plan (FLP)
- Technology Control Plan (TCP)
- Visitation Plan
