5th National Forum on FOCI - WEB

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AmericanConference.com/FOCI • 888 224 2480REGISTER NOW Part of C5 Group’s NATIONAL CONFERENCESECURITYPORTFOLIO Gain actionable FOCIstrategiesmitigation FOCI 5th National Forum on Critical takeaways for managing intensifying national security threats for companies under Foreign Operation, Control or Influence. September 14–15, 2022 Washington Marriott Georgetown | Washington, D.C. Associate Sponsors Conference Contributor ConferenceJenniferCo-Chairs:Brown Director of Security iDirect Government Antonia Tzinova Partner Holland & Knight LLP Join New, Practical Discussions on Critical, High Stakes Challenges, Including: ĉ Restructuring Proxy Agreements: When It Does (and Doesn’t) Make Sense to Restructure to Another National Security Agreement ĉ DCSA Expectations and Priorities: Key Updates on Reviews, Filing Requirements and Timelines, and NISPOM Implementation ĉ Affiliated Operation Plans in Practice: Top 5 Pitfalls to Avoid When Submitting AOPs and Seeking Approval ĉ The Finer Points of Navigating Overlapping CFIUS and DCSA Jurisdictions: Special Considerations for Filing, Reviewing and Transaction Due Diligence ĉ How Companies are Now Structuring and Implementing Mitigation Agreements and Addressing Expected (and Unexpected) Challenges C-LEVEL EXECUTIVE PANEL: Impact of FOCI on Company Priorities, Strategy and Growth CHAMPAGNE ROUNDTABLE BREAKOUTS on Insider Threat Analysis and Risk Management for Classified Contracts amid a Remote Workforce Benchmark with Decision-MakersIn-Housefrom: y Allied Universal y Dell Technologies y Raytheon Intelligence & Space y Tactical Air Support y Viasat In-Person/Livestream EARN CREDITSCLE/CPE

2 | #ACIFOCI twitter: @ACI_Conferences linkedin: ACI: International Trade Group DELVE into Supply Chain Threats Affecting the Manufacturing and Defense Industrial Base DISCOVER the Top 5 Pitfalls to Avoid When Submitting Affiliated Operating Plans (AOPs) and Seeking Approval DELIBERATE the Finer Points of Navigating Overlapping CFIUS and DCSA Jurisdictions ENSURE Your Electronic Communication Plan (ECP) and Technology Control Plans (TCP) Now Meet New Cyber Security Criteria STRENGTHEN Reporting Protocols for Foreign Contacts, Foreign Visits and Foreign Travel DON’T MISS THE OFPRACTICALCOMPREHENSIVE,ONLYFOCIEVENTITSKIND! CogsMaximize Your Learning at the Intensive, Post-Conference Workshop Calendar-alt September 15, 2022 Clock 1:00 pm–4:30 pm Your A-to-Z Guide to Affiliated Operation Plans The Most Critical Missteps to Avoid When Submitting Affiliated Operation Plans (AOPs) and Seeking Approval Why are AOPs so difficult to get right the first time? This interactive session will address the key requirements, pitfalls and best practices for filing Affiliated Operating Plans, and ultimately how to get approval. Workshop is In-Personofferedonly.

Trustwave Government Solutions

Chief, Mitigation Strategy Unit Defense Counterintelligence and Security Agency (DCSA)

Chad A. Nix

Tactical Air Support Inc.

Mary Griggs

President Winn Consulting Solutions, LLC Outside Director Wood Programs, Inc.

Conference Co-Chairs

Antonia Tzinova Partner

Office of the General Counsel U.S. Department of Homeland Security

Michelle D. Hertz

Corporate Security Officer

Vice CorporatePresident,Security

Chad C. Puffer

Corporate Information Systems Security Manager

Jeffrey P. Spinnanger

Vice President, General Counsel & Corporate Secretary CGI Federal Inc.

Thales Defense & Security, Inc.

Holland & Knight LLP

Distinguished Faculty

Senior Security Manager

Curtis H. Chappell

Current Outside Director, Former Director, Industrial Security, Defense Counterintelligence and Security Agency

Anthony King, MBA, ISP® Director of Security Robotic Research OpCo, LLC

Ultra Electronic Defense Inc.

Ultra Electronics Defense, Inc. (UEDI)

Wayne Chin Manager, Mitigation Strategy Defense Counterintelligence and Security Agency (DCSA)

Norman E. Pashoian Industrial Security Consultant White & Case LLP

Vice President, Head of Security Saab, Inc.

Craig Salvatore Senior SecurityDirector,Risk& Compliance Comcast

Jennifer Brown Director of Security

RC Thompson CEO

Drew R. Winneberger

iDirect Government

William E. Cooper Attorney Advisor

Adam MacVean

DLA Piper

Crowell & Moring LLP

Heather L. Finstuen Partner

Ray Katona Director, Legal Affairs T-Mobile

Adelicia R. Cliffe Partner

Raytheon Intelligence & Space

Covington & Burling LLP

Dustin D. Dwyer

Sheila Garland

Angeline Chen Of Counsel

Director, Critical Technology Protection Office of the Under Secretary of Defense (Intelligence & Security)

Proxy Holder

AmericanConference.com/FOCI • 888 224 2480REGISTER NOW Part of C5 Group’s NATIONAL CONFERENCESECURITYPORTFOLIO Must-Attend Event for: Vice Presidents and Directors of: ĉ Global Corporate & Industrial Security ĉ Export Controls ĉ Acquisition Policy ĉ Government Contracts, Compliance & Relations Corporate Professionals:Legal ĉ VPs, Legal Affairs/Operations ĉ Government Contracts Counsel ĉ Private Equity & Hedge Funds ĉ M&A & Joint Ventures Attorneys, Accountants and Consultants Specializing in: ĉ Government Contracts ĉ National HomelandandSecurity ĉ CFIUS Export Controls ĉ International Trade ĉ M&A and Joint Ventures ĉ Foreign Investment SPEAKER FACULTY

9:00

• Appointing an inside director under a Special Security Agreement following a PA restructuring

• Examining the relationship with the foreign parent, how it differs under a Proxy Agreement, a Special Security Agreement, and a Security Control Agreement or other agreements

Affiliated Operation Plans in Practice

» Describing Services: Who is providing the affiliated operation, to whom, costs and benefits

11:00 Networking Break

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Determining When It Makes Sense to Restructure to Another FOCI Mitigation Agreement: Key Considerations, Timelines and Processes

» Review of services: internal steps to ensure compliance with mitigating procedures, and how the FSO and Technology Control Officer (TCO) ensure compliance

• How does DCSA assess business structure in the context of mitigation agreements?

Microphone-alt William E. Cooper, Attorney Advisor, Office of the General Counsel, U.S. Department of Homeland Security

Top 5 Pitfalls to Avoid When Submitting AOPs and Seeking Approval

• What happens to a FOCI mitigation agreement when a private company becomes public?

• Weighing the pros and cons, and the impact of each type of agreement

Opening Remarks from the Co-Chairs

• How does CFIUS involvement affect DCSA timelines

• How to meet DSCA expectations when restructuring foreign ownership, control, or influence (“FOCI”) mitigation agreements

• How to set up new businesses to anticipate FOCI mitigation

• Developing a strategy for managing the FOCI and CFIUS processes in tandem

Microphone-alt Wayne Chin, Manager, Mitigation Strategy, Defense Counterintelligence and Security Agency (DCSA)

• Best practices for coordinating with government, transaction parties, and outside counsel

Heather L. Finstuen, Partner, Covington & Burling LLP

• How important is it to have a National Interest Determination (NID) — and the role of the NID within a proxy or an SSA

• Identifying and addressing FOCI issues during due diligence and in transaction documents

2:45

Wednesday, September 14

How Companies are Now Structuring and Implementing Mitigation Agreements and Addressing Expected (and Unexpected) Challenges: The Nuanced Role of the National Interest Determination (NID) and More

Restructuring Proxy Agreements

• Developing internal steps to ensure you are properly mitigating potential risks, including:

• Understanding how FOCI blends into the CFIUS review process, and the risks of undue transaction delays

Drew R. Winneberger, President, Winn Consulting Solutions, LLC, Outside Director, Wood Programs, Inc., Proxy Holder, Trustwave Government Solutions

Mary Griggs, Current Outside Director, Former Director, Industrial Security, Defense Counterintelligence and Security Agency

The Finer Points of Navigating Overlapping CFIUS and DCSA Jurisdictions: Special Considerations for Filing, Reviewing and Transaction Due Diligence

1:45 FOCI MITIGATION AGREEMENT CASE STUDIES

• Key strategies for mitigating and managing affiliated operations

12:15 Networking Luncheon for Speakers and Delegates

• Ensuring your mitigation agreement aligns with your company’s needs

» Implementing Services: How will affiliated operations be implemented and are they mandatory?

• Examining new forms, commitment notices, and processes for both CFIUS and DCSA

• Assessing the key provisions of the recent CFIUS reform (FIRRMA)

11:15

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

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

» Technology: What is being utilized, who has ownership, types of information being shared, and frequency of interaction

• Understanding the scope of FOCI commitments when making agreements, and that the long-term effects on business structure

9:15

Microphone-alt Norman E. Pashoian, Industrial Security Consultant, White & Case LLP

Microphone-alt Jennifer Brown, Director of Security & FSO/TCO, iDirect Government

• Expected timelines and what can cause delays

• Review of real-world case studies and examples

10:15

Antonia Tzinova, Partner, Holland & Knight LLP

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Microphone-alt Curtis H. Chappell, Vice President, Corporate Security, Thales Defense & Security, Inc.

Perspectives from Outside Directors and Proxy Holders: Examining the Role of Outside Directors and How Best to Meet DCSA Expectations

Microphone-alt Jennifer Brown, Director of Security, iDirect Government Antonia Tzinova, Partner, Holland & Knight LLP

• Analyzing the effects that FIRRMA has on companies at varying points in the FOCI mitigation and CFIUS approval processes

Remarks from the Co-Chairs

Anthony King, MBA, ISP®, Director of Security, Robotic Research OpCo, LLC

• Knowing when your company is a target for a security threat

Mary Griggs, Current Outside Director, Former Director, Industrial Security, Defense Counterintelligence and Security Agency

Microphone-alt Mary Griggs, Current Outside Director, Former Director, Industrial Security, Defense Counterintelligence and Security Agency

AmericanConference.com/FOCI • 888 224 2480REGISTER NOW Part of C5 Group’s NATIONAL CONFERENCESECURITYPORTFOLIO

Craig Salvatore, Senior Director, Security Risk & Compliance, Comcast

CHAMPAGNE ROUNDTABLES

Thursday, September 15

• Meeting expectations for site visits and how DCSA now supervises compliance

• Communicating security measures to outside directors and other key company players

• How does the parent company ensure and validate that all the materials of the product are sourced in the U.S., and not a foreign company?

• Ensuring accountability while minimizing barriers to compliance with DoD requirements

• How to support your FSO in ascertaining priorities

9:00

• Enhancing DIB cybersecurity to meet evolving threats

Chad A. Nix, Corporate Security Officer, Ultra Electronics Defense, Inc. (UEDI)

• Where are contracts being executed?

3:30 Networking Break

9:45 ECPs and TCPs for the IT Manager

• Examining new national security focus areas for supply chain, including Kinetic capabilities, Energy storage and batteries, Casting and forging, and Microelectronics

• Meeting continuous certification requirements for information systems

9:05

• Safeguarding sensitive information

Craig Salvatore, Senior Director, Security Risk & Compliance, Comcast

Supply Chain Threats Affecting Manufacturing and the Defense Industrial Base: New Security and FOCI Considerations Impacting Product Sourcing and Contract Performance

Microphone-alt Jeffrey P. Spinnanger, Director, Critical Technology Protection, Office of the Under Secretary of Defense (Intelligence & Security)

• How (and how not) to address compliance concerns and issues as they arise

• Knowing who has access to data and know how communication is flowing

• Meeting expectations for recordkeeping and logs

• Discussing what qualifications or criteria make for a good outside director and proxy holder

During the latter part of the session, each table will share their findings with the whole group, followed by audience Q&A.

• Instilling a collaborative culture of cybersecurity and cyber resilience

Topics of discussion will include:

5:00

DAY TWO

• What is the requirement for monitoring data for potential real attacks?

• Who has access, and how many people have access, to contracts?

• The latest on how systems are protected, including firewalls, system architecture and passwords

Insider Threat Analysis and Risk Management

• Examining and testing compliance

• How the new DoD cyber security clause is different from earlier versions

The U.S. Department of Defense report entitled, Securing DefenseCritical Supply Chains, released in February 2022, recommends front-end assessment of a program’s acquisition strategy to ensure a resilient supply chain. This session will address the increased scrutiny being placed on U.S. acquisitions and will discuss actionable FOCI mitigation applications.

• How are you monitoring requirements?

• How to meet government expectations and annual reporting standards

• How unclassified data is now being protected

3:45

• How are classified contracts being viewed under CMMC

4:30

• How is your remote workforce communicating with a foreign parent company?

• Analyzing the reports, newly identified “strategic enablers” and how they may cause national security risks, including: Workforce, Cyber poster, Manufacturing and Small business

Closing Remarks from the Co-Chairs Conference Adjourns

Microphone-alt Adam MacVean, Corporate Information Systems Security Manager, Ultra Electronic Defense Inc.

Insider Threat Analysis and Risk Management for Classified Contracts Amid a Remote and Hybrid Workforce: Security Standards, Monitoring Requirements and Controlling Access

• Ensuring the parent company is aware of security concerns when introducing foreign products into the United States

Back by popular demand! Delegates are invited to break out into smallergroup discussion tables to trade experiences and lessons learned for confronting the challenges of maintaining security standards amid a remote and hybrid workforce. Facilitators will guide the conversation to identify the latest best practices.

PANEL

How to Ensure Your Electronic Communication Plan (ECP) and Technology Control Plans (TCP) Now Meet New Cyber Security Criteria

Microphone-alt Anthony King, MBA, ISP®, Director of Security, Robotic Research OpCo, LLC

10:30 Networking Break

• Meeting expectations for security briefings before any foreign travel, whether for personal or business reasons

• How to report foreign travel outside of the United States

Microphone-alt Angeline Chen, Of Counsel, DLA Piper

» Identifying FOCI risks and how to specifically mitigate them

• Examining clearance for travel to hazardous countries for Sensitive Compartmented Information (SCI)-cleared individuals

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

• How will changes to company structure affect National Security Agreements and Proxy Agreements?

Microphone-alt Sheila Garland, Senior Security Manager, Raytheon Intelligence & Space

• Key misconceptions about visits, and what is considered a “routine business” visit

• How can a foreign national appointment affect your security clearance?

Ray Katona, Director, Legal Affairs, T-Mobile

Unlike other workshops, the discussion will focus specifically on real-world takeaways and actionable solutions for your work after the event. Benefit from truly interactive learning through sample AOPs, hypothetical scenarios and writing examples, benchmarking and more. This session will be offered in-person only.

Topics will include:

• Monitoring of Affiliated Operations: How the Government Security Committee (GSC) and FSO ensure compliance

10:45 C-LEVEL EXECUTIVE PANEL

POST-CONFERENCE WORKSHOP

The new Adjudicative Guidelines and Security Executive Agent Directive (SEAD) 3 with a focus on foreign travel, will take effect as of August 2022. This session will look at supplemental documents, including the contacts and visits policy, foreign travel and cleared personal policy.

Microphone-alt Michelle D. Hertz, Vice President, General Counsel & Corporate Secretary, CGI Federal Inc.

6 | #ACIFOCI twitter: @ACI_Conferences linkedin: ACI: International Trade Group

1:00–4:30

Adelicia R. Cliffe, Partner, Crowell & Moring LLP

• How will company changes affect a company’s National Interest Determination (NID)?

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

RC Thompson, CEO, Tactical Air Support Inc.

Cogs

11:30

How Updated Government Processes are Changing the Reporting of Foreign Contacts, Visits, Travel and Cleared Personnel: Key Takeaways on the Adjudicative Guidelines and SEAD 3, Supplemental Documents and More

American Conference Institute is pleased to offer our delegates a limited number of hotel rooms at a negotiated rate. To take advantage of these rates, please contact the hotel directly and quote “ACI’s National Forum on FOCI”. Hotel: Washington Marriott Georgetown Address: 1221 22nd Street NW, Washington, DC, 20037 Reservations: 1 (800) 228-9290 or (202) 872-1500 Please note that the guest room block cut-off date is August 23, 2022. After that date OR when the room block fills, guestroom availability and rate can no longer be guaranteed. VENUE INFORMATION Workshop is offered In-Person only.

• Meeting requirements to notify DCSA of any proposed category of Affiliated Operations

Your A-to-Z Guide to Affiliated Operation Plans The Most Critical Missteps to Avoid When Submitting Affiliated Operation Plans (AOPs) and Seeking Approval

• Executing procedures for ensuring services do not circumvent the requirements of the Agreement

Thursday, September 15

Chad C. Puffer, Vice President, Head of Security, Saab, Inc.

Corporate Leaders Discuss the Impact of FOCI on Company Priorities, Strategy and Growth for the Future

12:15

Why are AOPs so difficult to get right the first time? This interactive session will address the key requirements, pitfalls and best practices for filing Affiliated Operating Plans, and ultimately how to get approval the first time.

Closing Remarks from the Co-Chairs Conference Concludes

• Reporting Foreign Contacts and visits to foreign parents

• Examining how the company is organized, structured and financed in order to be capable of operating as a viable business entity independent from the Affiliates

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

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