Foreign Ownership, Control or Influence and Government Contractor Security Clearance

Mitigating FOCI and Meeting Requirements for National Interest Determinations

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Wednesday, September 14, 2011

Recorded event now available

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Course Materials

This CLE course will provide guidance to counsel for companies seeking facility security clearance and making a determination of foreign ownership, control or influence (FOCI). The panel will examine key FOCI issues and FOCI mitigation mechanisms.


Foreign entities seeking to acquire, invest in, or establish companies with facility security clearances within the United States must enter into agreements with the Department of Defense or the Department of Energy to mitigate the cleared company's foreign ownership, control or influence (FOCI).

In recent years, the two decade-old FOCI program has undergone significant changes with respect to enforcement and mitigation requirements. Counsel to companies subject to the FOCI program must review compliance procedures to ensure they are up to date.

Listen as our authoritative panel provides guidance for counsel to companies subject to FOCI that are seeking to participate in the classified federal market. The panel will examine key FOCI issues, including their relationship to CFIUS and the acquisition process, as well as the various FOCI mitigation arrangements used to allow companies under FOCI to maintain facility security clearances and perform on classified contracts.



  1. What is FOCI?
    1. National Industrial Security Program Operating Manual definition
    2. Even minority interest can constitute FOCI
    3. Relationship to security clearances
    4. Implications for deal negotiations
  2. FOCI Mitigation
    1. Types of FOCI mitigation arrangements
    2. FOCI mitigation arrangement negotiation process
  3. Relationship to Committee on Foreign Investment in the United States (CFIUS) Review
    1. CFIUS filing essentially required for acquisition of a cleared company
    2. Parallel processes
    3. FOCI mitigation timing implications with respect to CFIUS approval
  4. FOCI Mitigation Trends
    1. Enforcement/oversight by the Defense Security Service
    2. Requirement for related procedures (e.g., Electronic Communications Procedures)
    3. NID process and timing


The panel will review these and other key questions:

  • What factors are considered when making a FOCI determination?
  • What steps can companies and their counsel take to mitigate FOCI?
  • When are national interest determinations (NIDs) required?
  • What lessons can be learned from recent cases?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Farhad Jalinous
Farhad Jalinous

Kaye Scholer

Mr. Jalinous is a member of the Foreign Investment Practice Group and represents foreign clients and their domestic...  |  Read More

G. Christopher Griner
G. Christopher Griner

Special Counsel
Kaye Scholer

He counsels clients regarding international transactions involving national security and other national security...  |  Read More

Stephen F. Lewis
Stephen F. Lewis
Deputy Director, Industrial Security Policy
Office of the Under Secretary of Defense (Intelligence), Security Directorate, U.S. Dept. of Defense

He develops, interprets and oversees the implementation of executive branch policies for the protection of government...  |  Read More

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