4th National Forum on FOCI - DS by C5Group

EARN CLE/CPE CREDITS

4th National Forum on

FOCI

September 14, 2021 | Virtual Conference Strategic Guidance on NISPOM, NID Exceptions, Mitigation, CMMC, and AOPs Benchmark with In-House Decision-Makers from: » AIRBUS U.S. Space & Defense

» Serco

» Avon Protection Systems » Collins Aerospace » iDirect Government Technologies » QinetiQ

Join Legal, Compliance and Security Experts, and Proxy and Outside Directors for Updates and Best Practices for:

» Squadron Defense Group

y Applying the New NISPOM and National Interest Determination Exceptions: DCSA Compliance Expectations and the Practical Aftermath

» Tactical Air Support

y Cybersecurity Maturity Model Certification (CMMC): Where Industry Has Gone Right and Wrong

» Thales Defense & Security

y Facility Clearance Documents: New Factors that Could Trigger Delays and FCL Clearance Denials

» Ultra Electronics

y Affiliated Operations Plans (AOPs) in Practice: How FOCI-Mitigated Companies Are Revisiting Interactions with Affiliates

» Wood Programs

y Sustaining FOCI Mitigation: Balancing Outside Director, Proxy Holder and Agency Responsibilities

Associate Sponsor:

AmericanConference.com/FOCI • 888 224 2480

Conference Supporter:

a C5 Group Company Business Information in a Global Context

There Has Never Been a More Critical Time for FOCI and Non-FOCI Companies and Outside Advisors to Attend this Event. The Defense Counterintelligence Security Agency (DCSA) is heightening its scrutiny and compliance expectations in the wake of significant new, anticipated developments. With so much on the line, don’t miss key takeaways on NISPOM, NID Exceptions, Mitigation, CMMC, AOPs — and the interplay with FIRRMA and CFIUS.

Be sure to attend the highly anticipated pre-conference workshop that will lay the groundwork for the rest of the event: Calendar-alt Monday, September 13, 2021 | Clock 1:00–4:30 pm (EDT)

FOCI Contracts from Start to Finish: Your Blueprint for Meeting DCSA Requirements and Achieving Optimal Business-to-Government Cooperation Alley E. Davis Senior Analyst LAW/FSO Eaton

Chris Krafchek Associate General Counsel, Government Contracts Collins Aerospace

While other events only scratch the surface, our event includes: A practical, “how to” component, with case studies and hypotheticals Real-time networking opportunities via audio and video Access to the attendee list and direct messaging Audience Polling to benchmark

Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation.

ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request.

ACI certifies this activity has been approved for CLE credit by the New York State Continuing Legal Education Board.

For more information on ACI’s CLE process for virtual events visit: www. americanconference.com/accreditation-instructions-for-virtual-attendance/

ACI certifies this activity has been approved for CLE credit by the State Bar of California.

2 | #ACIFOCI

twitter: @ACI_IntTrade linkedin: ACI: International Trade Group

Continuing Professional Education Credits American Conference Institute is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of Continuing Professional Education (CPE) on the National Registry of CPE Sponsors. State Boards of Accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org. y Course objective: Timely updates on security requirements for companies operating under Foreign Ownership Control or Influence (FOCI) mitigation contracts. y FOCI Contracts from Start to Finish: Your Blueprint for Meeting DCSA Requirements y The New NISPOM and National Interest Determination (NID) Exceptions y Facility Clearance Documents Under the Microscope: What Can Now Trigger Delays and Denials

Who should attend: Who should attend: Vice Presidents and Directors of: y Global Corporate & Industrial Security y Export Controls y Acquisition Policy y Government Contracts, Compliance & Relations Corporate Legal Professionals: y VPs, Legal Affairs/Operations y Government Contracts Counsel y Private Equity & Hedge Funds y M&A & Joint Ventures Attorneys, Accountants and Consultants Specializing in:

y Cybersecurity Maturity Model Certification (CMMC): Where Industry Has Gone Right and Wrong on Supply Chain and Cyber Risk Management

y Government Contracts

y When FOCI Agreements Can Be Invalidated or Terminated: When and How FIRRMA Agreements are Being Re-Assessed

y CFIUS Export Controls

y Sustaining FOCI Mitigation: Balancing the Responsibilities of Outside Directors, Proxy Holders and the Agency in Charge

y M&A and Joint Ventures

y Mergers & Acquisitions: Anticipating and Planning for the Expected and Lesser-Known FOCI Issues y Affiliated Operations Plan (AOPs) in Practice: Special Briefing on How FOCIMitigated Companies Are Fine Tuning Interactions with Affiliates y Parent-FOCI Company Relationships: The Dos and Don’ts Field of Study: Business Law Prerequisite: None. Level of knowledge: Basic Advanced Preparation: None.

AmericanConference.com/FOCI • 888 224 2480

y National and Homeland Security y International Trade y Foreign Investment TEACHING METHOD: Group Internet Based DELIVERY METHOD: Group Internet Based Participants will earn up to 4.5 CPE credits. Refunds and Cancellations: Requests for credit memos or refunds must be received in writing by September 3, 2021 and will be subject to a cancellation fee. No refunds will be granted after September 3, 2021. For more information regarding refund, complaint, and/or program cancellation policies please contact our offices at 1-888-224-2480.

a C5 Group Company Business Information in a Global Context

Faculty Conference Co-Chairs Mary Griggs Current Outside Director Former Director, Industrial Security, Defense Security Service/ Defense Counterintelligence and Security Agency Farhad Jalinous Partner, Global International Trade and Global Mergers & Acquisitions Practices White & Case LLP

Distinguished Faculty

Giovanna M. Cinelli Practice Lead, International Trade and National Security Morgan, Lewis & Bockius LLP Nova Daly Senior Advisor Wiley Rein LLP Alley E. Davis Senior Analyst LAW/FSO Eaton Pamela Drew Outside Director, QinetiQ Inc. Outside Director, Serco Proxy Director, Ultra Electronics

Bob “Clete” Boyer Chief Compliance Officer, Facility Security Officer Tactical Air Support Inc.

Dustin D. Dwyer Chief, Mitigation Strategy Unit Defense Counterintelligence and Security Agency (DCSA)

Jennifer Brown Director of Security & FSO/TCO iDirect Government LLC

Robert Geckle SVP, COO and Head of Corporate Functions AIRBUS U.S. Space & Defense, Inc.

Curtis Chappell Director of Corporate Security Thales Defense & Security, Inc.

Angie Hawkins Director, FOCI Compliance Allied Universal

Richard Ray Jr. Senior Security Manager/FSO/ITPSO Squadron Defense Group

Matthew Kitzman Operations Officer, Business Analysis and Mitigation Strategy Defense Counterintelligence and Security Agency (DCSA)

Shannon Reaves Partner, National Security/CFIUS/ Compliance Stroock

Carrie McCarthy Team Lead, Business Analysis Unit Defense Counterintelligence and Security Agency (DCSA) Jill McClune General Counsel, US Avon Protection Systems, Inc. Robert Metzger Shareholder Rogers Joseph O'Donnell PC Karalyn Mildorf Partner White & Case LLP

Diana Thornton Director Security Wood Programs Inc. Drew Winneberger CEO Winn Consulting Solutions, LLC Former Director, Industrial Security Policy and Programs, Defense Security Service/ Defense Counterintelligence and Security Agency John H. Young, Jr. President Young Consulting Group, LLC.

TOP REASONS TO ATTEND

CHEVRON-DOUBLE-RIGHT DELIBERATE and Maintain FOCI Mitigation: How to Balance the Responsibilities of Outside Directors, Proxy Holders and the Agency in Charge

CHEVRON-DOUBLE-RIGHT DELVE Into when FOCI Agreements Will Be Invalidated or Terminated: How FIRRMA Agreements are Now Being Re-Assessed and Upheld

CHEVRON-DOUBLE-RIGHT DEMONSTRATE Best Practices for Anticipating and Planning for FOCI Issues in Mergers and Acquisitions

CHEVRON-DOUBLE-RIGHT DISCOVER the Cybersecurity Maturity Model Certification (CMMC): What Are Companies Doing Right and Wrong on Supply Chain and Cyber Risk Management

4 | #ACIFOCI

twitter: @ACI_IntTrade linkedin: ACI: International Trade Group

CHEVRON-DOUBLE-RIGHT BOOST your Affiliated Operations Plan (AOP): How FOCI-Mitigated Companies Interact with Affiliates

PRE-CONFERENCE WORKSHOP (EDT)

Monday, September 13, 2021 FOCI Contracts from Start to Finish: Your Blueprint for Meeting DCSA Requirements and Achieving Optimal Business-to-Government Cooperation Speakers Include: Microphone Nova Daly, Senior Advisor, Wiley Rein LLP Alley E. Davis, Senior Analyst LAW/FSO, Eaton

Company ownership and controls are under intensifying scrutiny, by resulting in more companies needing a FOCI agreement than in the past. During this interactive session you will benefit from an in-depth review of key requirements, factors and sample contracts, along with hypothetical scenarios to put theory into practice. Unlike other workshops, the discussion will focus specifically on real-world takeaways and actionable solutions for your work after the event. You will be able to turn on your audio and video, and benefit from truly interactive learning, benchmarking and more. Topics will include: • Documenting your company's FOCI factors on the Certificate Pertaining to Foreign Interests (Standard Form 328) • Where and how to start: Key factors that can heighten (or derail) a successful outcome • How to structure your filing for greater transparency • Explaining network infrastructure • Creating documentation that can be verified • How to live up to the terms of your agreement • The life cycle of a FOCI mitigation agreement in practice

Tuesday, September 14, 2021 10:00

Clock 1:00–4:30 pm

DAY ONE (EDT)

Remarks from the Co-Chairs Microphone Mary Griggs, Current Outside Director, Former Director, Industrial Security, Defense Security Service/Defense Counterintelligence and Security Agency

Farhad Jalinous, Partner, Global International Trade and Global Mergers & Acquisitions Practices, White & Case LLP

10:15

Open Q&A and Fireside Chat: The Latest on NISPOM, AOPs, Operational Changes, and More Microphone Matthew Kitzman, Operations Officer, Business Analysis and Mitigation Strategy, Defense Counterintelligence and Security Agency (DCSA) 10:45

AUDIENCE POLLING

The New NISPOM and National Interest Determination (NID) Exceptions: Unpacking the Real-Life, Practical Impact and DCSA Compliance Expectations Microphone Jennifer Brown, Director of Security & FSO/TCO, iDirect Government LLC

Curtis Chappell, Director of Corporate Security, Thales Defense & Security, Inc.

The National Industrial Security Program Operating Manual (NISPOM) became a federal regulation in February 2021. Hear experts discuss the practical aftermath, and what is on the horizon. This session will include live audience polling, and an opportunity to participate on camera for an interactive discussion. • Who requires additional protocols and National Interest Determinations, and who doesn’t? • How does the new NISPOM affect a company financially and otherwise? • When is a NID required: Different (higher vs. lower) levels of classified information and proscribed information (PI), and how PI relates to the NID

AmericanConference.com/FOCI • 888 224 2480

• How to manage the NID process (best practices), avoid pitfalls and obtain the requisite approvals • The role of National Interest Determinations and whether a separate NID is required for each transaction • Navigating the NID process and best practices for contractors that require NIDs • The newest challenges to procuring an NID 11:45

REVIEW OF SAMPLE FCLS

Facility Clearance Documents Under the Microscope: What Can Now Trigger Delays and Denials — and Best Practices for Improved Timelines Microphone Angie Hawkins, Director, FOCI Compliance, Allied Universal

Carrie McCarthy, Team Lead, Business Analysis Unit, Defense Counterintelligence and Security Agency (DCSA)

Richard Ray Jr., Senior Security Manager/FSO/ITPSO, Squadron Defense Group

During this interactive session, speakers and delegates will engage in a “hands-on” exercise of reviewing sample Facility Clearance Documents (FCL). Uncover the lesser-known pitfalls and nuances that can trigger delays and denials.

Part 1: Best Practices Guide to FCL • Tailoring the documents to the context of your company • Identifying pertinent data to include for both FOCI and non-FOCI companies • Determining which factors could increase or decrease the speed of your clearance process • Concrete examples of how a company can lose its facility clearance and the impact on the business • Contrasting timelines for FOCI companies verses non-FOCI companies

Part 2: Interactive Benchmarking and Q&A Join the conversation to compare notes on successes, mistakes and omissions that have yielded delays and clearance denials. Take the opportunity to turn on your video and audio to participate in the live discussion. Bring your outstanding questions and gain additional takeaways.

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1:45

12:30

1:1 Networking Make new connections, face-to-face through a series of random 1:1 meet-ups. Expand your network and exchange contact details! 12:40 Break

Speakers include:

1:00

Cybersecurity Maturity Model Certification (CMMC): Where Industry Has Gone Right and Wrong on Supply Chain and Cyber Risk Management Speakers include: Microphone Robert Metzger, Shareholder, Rogers Joseph O'Donnell PC

When FOCI Agreements Can Be Invalidated or Terminated: When and How FIRRMA Agreements are Being Re-Assessed — and Key Factors Affecting Outcomes

John H. Young, Jr., President, Young Consulting Group, LLC.

During this highly anticipated session, hear critical insights on the U.S. DoD’s new Cybersecurity Maturity Model Certification (CMMC), requiring all U.S. DoD contractors and subcontractors to undergo a third-party audit of their cybersecurity programs. Hear concrete examples of where companies have gone right and wrong in recent cybersecurity audits. Topics will include: • CMMC Rule implementation within the DFARS and the impact on foreign partners • What to expect from the assessment process for certification • Update on the CMMC implementation schedule • Dispelling common misconceptions about CMMC program requirements • Role of outside directors and proxies charged with ensuring compliance with mitigation agreement • The steps necessary to achieve each level of the certification program • How DCSA is integrating the Cybersecurity Maturity Model into the other IT security requirements for unclassified systems (including Electronic Communications Plans and NIST SP 800-171)?

Microphone Giovanna M. Cinelli, Practice Lead, International Trade and National Security, Morgan, Lewis & Bockius LLP FIRRMA Agreements (Foreign Investment Risk Review Modernization Act) that are more than 10-years old are now being re-assessed. During this new, critically important session, learn what has helped entities justify their agreements vs. what has led to agreements being invalidated or terminated. • The outlook for companies who have recently mitigated an acquisition • Revisiting how FOCI issues are addressed during due diligence and subsequent transaction documents • Analyzing the effects that FIRRMA has on companies at varying points in the FOCI mitigation and CFIUS approval processes • Special considerations for coordination across the U.S. government, parties to a transaction, and outside counsel 2:30 Break

• How DCSA now supervises compliance • Best practices for effective reporting • The duties of Outside Directors and Proxy Holders in monitoring the FOCI mitigation plan • When should DCSA permit Outside Directors who are not completely “disinterested” in the entity under FOCI • The evolving requirements related to the roles and qualifications of • Outside Directors/Proxy Holders in the National Industrial Security Program • Key misconceptions about visitations, and what is considered a “routine business” visit • How are companies putting together their FOCI mitigation for ITAR, EAR, and sanctions -for export control proposes? • The current usage and outlook for Tailored Security Plans (“TSP”) 3:30

M&A: Anticipating and Planning for the Expected and Lesser-Known FOCI Issues Microphone Jill McClune, General Counsel, US, Avon Protection Systems, Inc.

Karalyn Mildorf, Partner, White & Case LLP

2:45

• Identifying and addressing FOCI issues during due diligence

Sustaining FOCI Mitigation: Balancing the Responsibilities of Outside Directors, Proxy Holders and the Agency in Charge

• Addressing risk in transactional documents

Microphone Bob “Clete” Boyer, Chief Compliance Officer, Facility Security Officer, Tactical Air Support Inc.

• Managing the timeline: FOCI mitigation considerations that can delay the deal timeline and/or jeopardize the target’s facility security clearances • How to effectively manage and coordinate FOCI and CFIUS processes

Drew Winneberger, CEO, Winn Consulting Solutions, LLC, 4:15 Break Former Director, Industrial Security Policy and Programs, Defense Security Service/Defense Counterintelligence and Security Agency

• Heightened challenges that are unique to FOCI-mitigated companies • Fostering a strong relationship between company management, compliance staff, and Outside Directors/Proxy Holders • How (and how not) to address compliance concerns and issues as they arise

6 | #ACIFOCI

• Ascertaining priorities of the FSO, CSO or GC of the FOCImitigated company

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4:30

AOP

5:15

The Affiliated Operations Plan (AOPs) in Practice: Special Briefing on How FOCIMitigated Companies Are Fine Tuning Interactions with Affiliates Microphone Dustin D. Dwyer, Chief, Mitigation Strategy Unit, Defense Counterintelligence and Security Agency (DCSA)

Mary Griggs, Current Outside Director, Former Director, Industrial Security, Defense Security Service/Defense Counterintelligence and Security Agency Diana Thornton, Director, Security, Wood Programs Inc.

HYPOTHETICAL SCENARIOS

Parent-FOCI Company Relationships: The Do’s and Don’ts Microphone Pamela Drew, Outside Director, QinetiQ Inc., Outside Director, Serco, Proxy Director, Ultra Electronics

Robert Geckle, SVP, COO and Head of Corporate Functions, AIRBUS U.S. Space & Defense, Inc.

Shannon Reaves, Partner, National Security/CFIUS/ Compliance, Stroock

• Real-world examples of how to develop and sustain a successful relationship between a FOCI-mitigated company and its parent

Take the opportunity to turn on your video and audio to participate in the live discussion.

• What makes these arrangements work — and how to overcome challenges

• Differences in AOPs for SSAs and Proxy Agreements

• Tackling complex issues, including under Affiliated Operations Plans

• How to customize an AOP for your company to maximize efficiencies while meeting DCSA requirements

• Identifying potential affiliated operations that make sense, or whether you are already engaging in affiliated operations

» Mapping out intended affiliated operations, including administrative support and commercial interactions

• Best practices and pitfalls to avoid when drafting and submitting an AOP

» Identifying FOCI risks and how to specifically mitigate them

• Key strategies for mitigating and managing affiliated operations

• Developing a successful AOP proposal • Identifying potential affiliated operations that make sense, or whether you are already engaging in affiliated operations • Best practices and pitfalls to avoid when drafting and submitting an AOP • Key strategies for mitigating and managing affiliated operations

Join Us in Our Virtual Conference Room! Click Here to Watch Demo

• Developing internal steps to ensure you are properly mitigating potential risks 6:00

Closing Remarks from the Co-Chairs

• Developing internal steps to ensure you are properly mitigating potential risks • Monitoring of Affiliated Operations: How the Government Security Committee (GSC) and FSO ensure compliance

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