6th National Forum on FOCI - WEB

September 20–21, 2023 | The Madison Hotel | Washington, D.C.

6th National Forum on

FOCI

Practical takeaways for managing heightened national security threats for companies under Foreign Operation, Control or Influence.

Conference Co-Chairs:

Curtis Chappell Vice President, Security Thales Defense & Security, Inc.

Jill McClune General Counsel, US Avon Protection Systems, Inc.

Norman E. Pashoian Industrial Security Consultant White & Case LLP

Benchmark with More Decision-Makers from:

Airbus Space & Defense, Inc.

CGI Federal Inc.

iDirect Government

GardaWorld Federal Services

Hitachi Vantara Federal

Momentus Space

Presidio Federal

QinetiQ

Squadron Defense Group

Stantec GS

Engage in Critically Important Discussions Including:

ą The Heightened DCSA Focus on the “I” in FOCI: New Reporting and More Expectations that on the Rise

ą Foreign and Dual Citizenship of Employees and Others: What Has (and Hasn’t) Yielded DCSA Approval and The Newest Best Practices

ą Affiliated Operation Plans (AOPs) in Real Life: The Latest on When and How to Secure Approvals and What Can Trigger DCSA Denials

ą Mitigation Agreements and Minority Investors: When DCSA Requires More Mitigation and Overcoming Implementation Hurdles

ą Special Remarks: The State of DCSA Expectations and Priorities: Key Updates on the Agency’s Organizational Structure, Filing Timelines and Quality Management Plan

C-LEVEL EXECUTIVE PANEL: Business Leaders Discuss the Implications of FOCI on Corporate Goals, Tactics and Priorities

John C. Rood CEO & Chair Momentus

Space

SMALLER-GROUP ROUNDTABLES on Mitigation and Cybersecurity: ECPs, TCPs and More New Security Requirements

SUPPORTING SPONSOR

SPONSOR

EARN CLE/CPE CREDITS

Post-Conference Workshop on DCSA Filings and Reviews!

Speaker Faculty

CONFERENCE CO-CHAIRS

Curtis Chappell Vice President, Security Thales Defense & Security, Inc.

Jill McClune General Counsel, US Avon Protection Systems, Inc.

Norman E. Pashoian Industrial Security Consultant White & Case LLP

DISTINGUISHED FACULTY

Daniel S. Valentine Acting Team Lead/Mitigation Strategy Manager Defense Counterintelligence and Security Agency (DCSA)

Jennifer Brown Director of Security & FSO/TCO iDirect Government

Angeline Chen General Counsel and Chief Administrative Officer MarkLogic Corporation (a Progress Software Corporation)

Tom Dale Outside Director Stantec GS, Inc.

Pete Dordal President GardaWorld Federal Services

Robert Geckle President & CEO Airbus Space & Defense, Inc.

Eric Robert “Ric” Helthall Outside Director Presidio Government Solutions LLC

Michelle Hertz VP, General Counsel & Corporate Secretary CGI Federal Inc.

Dennis D. Kallelis Chief Security Officer IDEMIA Identity & Security

Maria Keady Principal Compliance Manager / FSO / ITPSO BlackBerry Government Solutions

Stefan Lopatkiewicz General Counsel Eutelsat America Corp.

Richard Ray FSO / TCO / ITPSO Eutelsat America Corp.

John C. Rood Proxy Holder Hitachi Vantara Federal CEO & Chair Momentus Space

Scott Boylan Partner StoneTurn

Tessa Capeloto Partner Wiley Rein LLP

Benjamin J. Cote Partner Pillsbury Winthrop Shaw Pittman LLP

Robert A. Friedman Partner Holland & Knight LLP

Chris Griner Partner Stroock & Stroock & Lavan, LLP

Joshua F. Gruenspecht Partner Wilson Sonsini Goodrich & Rosati

Andrew K. McAllister Partner Holland & Knight LLP

Adam Munitz Partner Fluet

Daniel B. Pickard Shareholder & International Trade & National Security Practice Group Leader Buchanan Ingersoll & Rooney, PC

Jim Slear Partner Thompson Coburn LLP

Olga Torres Managing Member Torres Trade Law, PLLC

Mick Tuesley Partner Simpson Thacher & Bartlett LLP

Day One

8:45

Opening Remarks from the Co-Chairs

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

Jill McClune, General Counsel, Avon Protection Systems, Inc.

Norman Pashoian, Industrial Security Consultant, White & Case LLP

9:00

Special Remarks: The State of DCSA

Expectations and Priorities: Key Updates on the Agency’s Organizational Structure, Filing Timelines and Quality Management Plan

Moderated by:

Daniel B. Pickard, Shareholder & International Trade & National Security Practice Group Leader, Buchanan Ingersoll & Rooney, PC

microphone-alt Daniel S. Valentine, Acting Team Lead/Mitigation Strategy Manager, Defense Counterintelligence and Security Agency (DCSA)

• Update on organizational changes

• More changes that can still be expected

• Trends in DCSA submissions — numbers, timelines, and the clearance rates for both Facility and Personnel Clearances

• Identifying potential roadblocks —What could hinder the process

• The role of DCSA’s QMP and what to expect from the assessment process

• Determining the standards DCSA is using during their security reviews

• Assessing the most common challenges in successfully completing the new QMP

9:45

Mitigating Risks Posed by Foreign and Dual Citizenship of Employees and Others: What Has (and Hasn’t) Yielded DCSA Approval and The Newest Best Practices for Moving Forward

microphone-alt Richard Ray, FSO / TCO / ITPSO, Eutelsat America Corp.

Scott Boylan, Partner, StoneTurn

• When are additional mitigation measures necessary and who/what may trigger them

• Factors that may impede the process and timeline — What to watch out for

• Key elements that make these mitigation arrangements effective, and strategies for dealing with any difficulties

• Pragmatic insights on establishing and maintaining a successful relationship between a company under FOCI restrictions, its parent corporation and employees

10:30 Networking Break

10:45 AOPs

Affiliated Operation Plans in Real Life: The Latest on When and How to Secure Approvals and What Can Trigger DCSA Denials

microphone-alt Daniel S. Valentine, Acting Team Lead/Mitigation Strategy Manager, Defense Counterintelligence and Security Agency (DCSA)

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

Robert A. Friedman, Partner, Holland & Knight LLP

• The lesser known do's and don'ts of AOPs in practice

• Comparing recently approved AOPs in the market

• Establishing how to best arrange an AOP

• Effective tactics for handling and reducing risks in affiliated operations

• DCSA compliance and enhanced efficiency: An updated roadmap for customizing your AOP

11:45 CASE STUDIES

Using Proxy and Voting Trust Agreements Instead of SCAs and SSAs: The Newest Considerations, Timelines and Processes

microphone-alt Stefan Lopatkiewicz, General Counsel, Eutelsat America Corp.

Tessa Capeloto, Partner, Wiley Rein LLP

• Making the right choice: Weighing the pros and cons of each agreement type

• Satisfying and exceeding DCSA expectations: Everything you need to know

• Expected timelines and what can cause delays

• Proxy Agreements, Voting Trust Agreements and More: Understanding the nuances of the foreign parent relationships

• Lessor-known pitfalls to avoid

12:45 Networking Luncheon for Speakers and Delegates

2:00

Outside Directors and Proxy Holders: Their Evolving Role, Meeting DCSA Expectations and Rising Mitigation Challenges

microphone-alt Tom Dale, Outside Director, Stantec GS, Inc.

Eric Robert “Ric” Helthall, Outside Director, Presidio Government Solutions LLC

John C. Rood, Proxy Holder, Hitachi Vantara Federal, CEO & Chair, Momentus Space

• Role of outside directors and proxies-charged with ensuring compliance with mitigation agreement

• Identifying the telltale signs of a security threat and safeguarding your organization

• Strategies to comply with government expectations and annual reporting standards

• How to address compliance concerns and issues in a timely and effective manner

• Best practices for hosting successful site visits and complying with DCSA supervision

• How to foster a powerful alliance among company management, compliance staff, and Outside Directors/Proxy Holders for optimal results

• Tips to effectively manage a relationship with the parent organization

3:00

Mitigation Agreements, NIDs and Minority Investors: When DCSA Requires More Mitigation and Overcoming Implementation Hurdles

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

Mick Tuesley, Partner, Simpson Thacher & Bartlett LLP

• Efficiently navigate the clearance process by leveraging crucial factors — gain a competitive edge by knowing what can speed up or slow down the process

• Who requires additional protocols and National Interest Determinations, and who doesn’t

• Exploring the necessity for individual NIDs

• Early actions to boost the likelihood of success

• How to structure your filing for greater transparency

3:45 Networking Break

hands-helping BECOME A SPONSOR

4:00 CASE STUDY

Behind the Scenes

of DCSA Reviews and Timelines: An Overview of What Can Exacerbate Delays, Trigger Rejections — and How to Avoid Them

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

Joshua F. Gruenspecht, Partner, Wilson Sonsini Goodrich & Rosati

• Projected timeframes and possible impediments

• Examining the evolving requirements of DCSA reviews and the ability to avoid setbacks

• Tips to implement to effectively and efficiently meet DCSA expectations

• Real-Life scenarios to consider for your own filings

4:30 SMALLER-GROUP ROUNDTABLES

Mitigation and Cybersecurity: ECPs, TCPs and More New Security Requirements

microphone-alt Dennis D. Kallelis, Chief Security Officer, IDEMIA Identity & Security

Maria Keady, Principal Compliance Manager / FSO / ITPSO, BlackBerry Government Solutions

Topics will include:

• Modifying the all-in-one documents to suit your company’s individual needs

• The future of cybersecurity and its impact on security requirements

• Developing internal practices to ensure that you are properly mitigating potential risks

• Demystifying network infrastructure

5:30 Conference Adjourns

With conferences in the United States, Europe, Asia Pacific, and Latin America, the C5 Group of Companies: American Conference Institute, The Canadian Institute, and C5 Group, provides a diverse portfolio of conferences, events and roundtables devoted to providing business intelligence to senior decision makers responding to challenges around the world.

Don’t miss the opportunity to maximize participation or showcase your organization’s services and talent. For more information please contact us at: SponsorInfo@AmericanConference.com

SUPPORTING SPONSOR

Holland & Knight is a global law firm with nearly 2,000 lawyers and other professionals in 34 offices throughout the world. The firm's lawyers provide representation in litigation, business, healthcare, real estate and governmental law. Interdisciplinary practice groups and industry-based teams provide clients with efficient access to attorneys throughout the firm.

Day Two

THURSDAY, SEPTEMBER 21, 2023

9:00

Remarks from the Co-Chairs

9:05

New

The Heightened DCSA Focus on the “I” in FOCI: New Reporting and More Requirements Affecting DCSA Approvals

microphone-alt Michelle Hertz, VP, General Counsel & Corporate Secretary, CGI Federal Inc.

Angeline Chen, General Counsel and Chief Administrative Officer, MarkLogic Corporation (a Progress Software Corporation)

Andrew K. McAllister, Partner, Holland & Knight LLP

• The practical impact of DCSA’s increased focus on the “I” in FOCI

• The top challenges and concerns affecting companies operating under FOCI restrictions

• If your company has recently undergone acquisition mitigation, what are the implications of this development?

• From inception to completion: A real-life look at the FOCI mitigation agreement process in today’s climate

• Identifying new pertinent data to include in your filings

10:15 Networking Break

10:30

The Increasing Overlap of FOCI and CFIUS: Evolving Considerations Affecting Filings, Reviews, Mitigation Agreements — and Your Strategy for Managing Concurrent Processes

microphone-alt Jill McClune, General Counsel, Avon Protection Systems, Inc.

Jim Slear, Partner, Thompson Coburn LLP

Olga Torres, Managing Member, Torres Trade Law, PLLC

• CFIUS and FOCI timelines: How does CFIUS involvement alter the usual timelines for FOCI

• Uncover the crucial role that FOCI plays in the CFIUS review process — vital information for navigating the complex regulatory landscape

• Maximizing Efficiency: Tips and techniques for managing FOCI and CFIUS processes concurrently

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

• Tackling FOCI concerns while conducting due diligence and drafting transaction documents

11:30

C-LEVEL EXECUTIVE PANEL

Business Leaders Discuss the Implications of FOCI on Corporate Goals, Tactics and Priorities

Moderated by:

microphone-alt Chris Griner, Partner, Stroock & Stroock & Lavan, LLP

Pete Dordal, President, GardaWorld Federal Services

Robert Geckle, President & CEO, Airbus Space & Defense, Inc.

John C. Rood, Proxy Holder, Hitachi Vantara Federal, CEO & Chair, Momentus Space

• The business impact of FOCI mitigation on possible delays to company operations

• Detecting and handling FOCI concerns in the initial stages of due diligence and taking preemptive measures to manage any associated risks

• The practical evolution of FOCI mitigation in a business

• The breadth of FOCI commitments and their lasting consequences to the business structure

• The value proposition of FOCI mitigation

12:15

Closing Remarks from the Co-Chairs & Conference Concludes

Post-Conference Workshop

THURSDAY, SEPTEMBER 21, 2023

1:30 pm–5:00 pm

The Biggest Pitfalls that Can Derail Your DCSA Filings and Reviews: A Practical, Real-Life Guide

from A to Z

MEDIA PARTNERS

Details on the next page.

Post-Conference Workshop

THURSDAY, SEPTEMBER 21, 2023

Clock 1:30 pm–5:00 pm

The Biggest Pitfalls that Can Derail Your DCSA Filings and Reviews: A Practical, Real-Life Guide from A to Z

microphone-alt Adam Munitz, Partner, Fluet

Benjamin J. Cote, Partner, Pillsbury Winthrop Shaw Pittman LLP

Building on the main conference discussions, we will focus on the crucial requirements, potential roadblocks, and best practices for expediting filings and reviews- and strategies for minimizing delays or the need to start all over again.

Distinct from 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 DCSA filings, hypothetical scenarios and writing examples, benchmarking, and more. Plus, benefit from speaker-prepared reference materials that you can utilize after the conference!

Topics will include:

• A step-by-step guide to DSCA requirements and expectations for the filing process

• What to include in your filings and common omissions that can trigger delays or rejections

• Anticipated timeframes and factors impacting delays

• Key approaches to mitigate and manage affiliated operations

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

• Pinpointing causes of potential delays in the process

VENUE INFORMATION

Hotel: The Madison Hotel

Address: 1177 15th Street NW, Washington, DC, 20005

Reservations: 1-877-532-7984

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 FOCI Sep 2023”.

Please note that the guest room block cut-off date is August 30th, 2023. After that date OR when the room block fills, guestroom availability and rate can no longer be guaranteed.

Continuing Legal Education Credits

EARN CLE CREDITS

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

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

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.

Questions about CLE credits for your state? Visit our online CLE Help Center at www.americanconference.com/accreditation/cle/

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Register and pay to lock in your early rate and be eligible for a full refund until September 6, 2023.

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y A full credit note for you, or a colleague to attend another event.

y A full refund.

All cancellations and changes must be submitted to CustomerService@AmericanConference.com by September 6, 2023

A Practical, Real-Life Guide from A to Z

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REGISTRATION CODE: B00-859-859L24.WEB

CONFERENCE CODE: 859L24-WAS

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