Are We All Clear? Facilitating Security Clearances

Navigating the Updated SF-328 Form Jul 08, 2025

In the 22nd episode of "Are We All Clear? Facilitating Security Clearances," host Marina O'Brien is joined by Washington, D.C., International Trade attorney Andrew McAllister to help break down the Defense Counterintelligence and Security Agency's (DCSA) changes to the Standard Form 328 (SF-328), also known as the Certificate Pertaining to Foreign Interest. Mr. McAllister explains that the main goals of the updates are to reduce processing timelines by placing an emphasis on more thorough submissions as well as align with the expanded efforts to assess and mitigate foreign ownership, control or influence (FOCI) following the implementation of Section 847 of the National Defense Authorization Act (NDAA). One of the most significant changes to the document is in Question B, where the threshold of foreign revenue has been lowered from 30 percent to 15 percent, which will qualify a much higher number of companies. Importantly, Mr. McAllister clarifies that listeners who have previously submitted documents should not be alarmed — if you submitted or signed an SF-328 form prior to May 12, 2025, the old form is acceptable — but moving forward, any new actions must be conducted using the new form.

A Comparative Guide to Obtaining an FCL: DCSA vs. the Intelligence Community Jun 03, 2025

In this episode of "Are We All Clear? Facilitating Security Clearances," host Marina O'Brien talks with Robert A. Friedman, co-head of Holland & Knight's International Trade practice and a leader of the firm's National Security & Defense Industry Group, about intelligence community (IC) security clearances. They discuss how IC clearances differ from the processes used by the U.S. Department of Defense (DOD) and Defense Counterintelligence and Security Agency (DCSA), highlighting that IC clearances are contract-specific, often less prescriptive and can vary depending on the assigned contracting officer. In addition, both use similar documentation and focus heavily on foreign ownership, control or influence (FOCI) analysis, but IC tends to be more cautious with foreign investors outside U.S. allies. Mr. Friedman recommends companies be as transparent as possible and seek legal counsel when filling out clearance applications and also reminds the listeners that there is a newly updated SF-328 form that requires more detailed information and diligence in the clearance process.

The "I" in FOCI and AI: Innovation, Intelligence, Influence Apr 08, 2025

In the 20th episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey is joined by John Metz, a product manager at Agile Defense, and Antonia Tzinova, the head of Holland & Knight's CFIUS and Industrial Security Team. The trio discusses the impact of artificial intelligence (AI) in the industrial security space and its potential to help companies mitigate risks of Foreign Ownership, Control or Influence (FOCI), insider threats and cybersecurity challenges. Mr. Metz touches on some helpful aspects of AI, such as automated red teaming, supply chain risk management and identifying potential intellectual property (IP) theft. However, he also clarifies that there are more dangerous uses of this technology, in particular deepfakes and autonomous malware development. Overall, the group agrees that AI needs to continue being used and developed and emphasizes that it should be viewed as a tool instead of a human replacement.

What Are Joint Ventures and When Should They Get Cleared? Mar 24, 2025

In this episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey speaks with Washington, D.C., International Trade attorney Andrew McAllister about joint ventures and how they interact with facility security clearances (FCL's). Mr. McAllister reviews the different types of joint ventures and breaks down the eligibility requirements for obtaining an FCL. He clarifies that not every joint venture needs a facility security clearance and covers various factors to help companies determine whether they should pursue the application process. Finally, Mr. McAllister points out common issues joint ventures face when seeking clearance, such as lack of visibility, foreign ownership, control or influence (FOCI), and administrative burdens.

Reflecting on Careers in National Security Law Feb 25, 2025

In the latest episode of "Are We All Clear? Facilitating Security Clearances," guest host Marina O'Brien talks to fellow Holland & Knight International Trade Associates Molly O'Casey and Caroline Howard about their roles as national security lawyers. They discuss their individual career paths and what inspired them to join the field as well as what prepared them for it. They also highlight the importance of their job and how passionate they are about safeguarding essential American infrastructure from foreign threats, adding this responsibility comes with many challenges, such as navigating complex regulations, compliance processes and protecting classified information. The three attorneys concur that there is no best route to enter this area of practice as long as you are willing to work hard and continually learn.

Navigating Regulatory Challenges in M&A Transactions Feb 04, 2025

In the 17th episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey is joined by Antonia Tzinova, the head of Holland & Knight's Committee on Foreign Investment in the United States (CFIUS) and Industrial Security Team, to identify and analyze the many government entities that play a part in regulating mergers and acquisitions (M&A) that raise national security concerns. In addition to Foreign Ownership, Control or Influence (FOCI) mitigation and CFIUS review, Ms. O'Casey and Ms. Tzinova discuss the rules and responsibilities related to the Directorate of Defense Trade Controls (DDTC), Hart-Scott-Rodino Act (HSR) and Bureau of Economic Analysis (BEA).

Both attorneys stress the importance of accurate and timely filings to avoid potential consequences such as loss of export privileges and financial penalties. Adherence to these procedures will protect businesses and enhance national security. Although this field is undoubtedly complex, their concluding advice for companies navigating these regulatory landscapes is simple: "Get help, get it early."

Analyzing the Overlap Between CFIUS and FOCI Jan 07, 2025

In this episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey discusses the intersection of the Committee on Foreign Investment in the United States (CFIUS) and Foreign Ownership, Control, and Influence (FOCI) mitigation with Libby Bloxom, a fellow member of Holland & Knight's International Trade Group. They highlight the importance of understanding both CFIUS actions and FOCI requirements, as they can overlap and inform one another, particularly regarding national security measures in critical industries. They also note that companies should be proactive in navigating the regulations and timelines of the multiple agencies involved in security clearances.

A Comprehensive Overview of FOCI Mitigation Dec 17, 2024

In Episode 15 of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey and members of Holland & Knight's International Trade Group discuss the complexities of Foreign Ownership, Control or Influence (FOCI) and its implications for security clearances in government contracting. They explain how foreign entities can influence cleared companies, impacting classified contracts, and detail the Defense Counterintelligence and Security Agency's (DCSA) role in overseeing FOCI assessments through the SF-328 form. Mitigation strategies such as proxy agreements and outside directors are highlighted to ensure compliance and safeguard national security.

The episode also revisits Section 847 from the 2020 National Defense Authorization Act (NDAA), which mandates FOCI assessments for non-classified U.S. Department of Defense (DOD) contracts valued at $5 million or more and represents a significant expansion of FOCI regulations. This discussion reinforces the need for companies to effectively navigate these complexities while utilizing supplemental documents like Affiliated Operations Plans and Technology Control Plans to maintain compliance.

Mitigating FOCI Under Section 847 Dec 03, 2024

In the latest episode of "Are We All Clear?", host Molly O'Casey and national security attorney Antonia Tzinova discuss Section 847 of the National Defense Authorization Act (NDAA), aimed at mitigating Foreign Ownership, Control or Influence (FOCI) in companies associated with non-classified U.S. Department of Defense (DOD) contracts worth at least $5 million. This regulation, prompted by national security concerns and supply chain vulnerabilities highlighted during the pandemic, sets the groundwork for the DOD to assess risks and ensure that foreign influence does not compromise critical defense operations. As noted in the episode, although mitigation measures will remain optional, companies bidding for federal contracts must engage in rigorous due diligence and are encouraged to familiarize themselves with these new requirements during the anticipated 12- to 18-month implementation period.

Staying Compliant When Sharing Employees or Services Nov 19, 2024

In this episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey discusses how cleared companies follow guidelines and compliance when sharing employees or services with International Trade attorney Marina O'Brien. This episode also covers how the Defense Counterintelligence and Security Agency (DCSA) monitors cleared companies for potential foreign ownership, control, or influence (FOCI) issues, what Affiliate Operations Plans (AOPs) entail, and how beneficial it might be for a company to comply with DCSA regulations.

Everyone Come to Play: Exploring FOCI Mitigation Instruments Nov 05, 2024

In the 12th episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey and International Trade attorney Andrew McAllister provide insights on foreign influence, ownership or control (FOCI) mitigation instruments. The attorneys elaborate on the following key topics regarding FOCI mitigation:

why FOCI mitigation is necessary
proxy agreements, special security agreements and security control agreements
correlation between FOCI supplements and FOCI mitigation agreements
affiliated operations plan (AOP)
technology control plan (TCP)
electronic communications plan (ECP)
visitor access plan (VAP)
facilities location plan (FLPs)
quality management plan (QMP)
controlled unclassified information (CUI)

Tune in as they explore these topics and more!

FOCI Mitigation: SSAs, SCAs and Proxy Agreements Oct 18, 2024

The 11th episode of "Are We All Clear? Facilitating Security Clearances" explores the role of outside directors and proxy holders within the National Industrial Security Program Operating Manual (NISPOM) framework and their significance in insulating a cleared company from its foreign owners. Host Molly O'Casey and International Trade attorney Antonia Tzinova discuss practical approaches to the selection, employment and accountability of these positions, as well as delve into the broader context of Foreign Ownership, Control or Influence (FOCI) mitigation to protect U.S. national security interests.

Their conversation covers a myriad of topics (and acronyms!), including recent developments in FOCI, facility security clearance (FSC), NISPOM, Defense Counterintelligence and Security Agency (DCSA), Special Security Agreements (SSA), Security Control Agreements (SCA) and the Government Security Committee (GSC).

Understanding FOCI Mitigation Aug 15, 2024

The 10th episode of "Are We All Clear? Facilitating Security Clearances" explores the mitigation of foreign ownership, control or influence (FOCI) in a cleared company. Host Molly O'Casey and International Trade attorney Andrew McAllister cover key topics in this area, including the implications of FOCI for companies that have obtained facility security clearances, common issues faced by companies in relation to FOCI, monitoring and enforcement of FOCI issues, strategies for companies navigating this process with the Defense Counterintelligence and Security Agency (DCSA) and recent developments in this area.

Navigating M&A Due Diligence: Safeguarding Security Clearances Jul 25, 2024

In the ninth episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey and International Trade attorney Antonia Tzinova delve into the critical aspects of due diligence for facility and personnel clearances in mergers and acquisitions (M&A) transactions. Drawing from her extensive experience, Ms. Tzinova guides listeners through the complexities of the National Industrial Security Program Operating Manual (NISPOM) and its impact on cleared facilities and personnel.

Key topics covered include:

the importance of timely notifications to the Defense Counterintelligence and Security Agency (DCSA) during ownership changes
considerations for mitigating foreign ownership, control or influence (FOCI) in M&A deals
essential steps for sellers in preparing for due diligence
potential compliance violations and mitigation strategies

An In-Depth Overview of the DCSA Jul 11, 2024

The eighth episode of "Are We All Clear? Facilitating Security Clearances" offers an in-depth summary of the Defense Counterintelligence and Security Agency (DCSA). Host Molly O'Casey and International Trade attorney Andrew McAllister dive into the agency’s history, structure and functions, providing insights into the main stages of the DCSA clearance process life cycle and discussing recent developments within the agency.

Find Someone Observant: The Vital Role of Facility Security Officers Jun 27, 2024

In the seventh episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey delves into the pivotal role of Facility Security Officers (FSOs), providing valuable insights into responsibilities, the selection process and key considerations for maintaining a secure environment. International Trade attorneys Antonia Tzinova and Libby Bloxom join Ms. O'Casey for an episode that's useful both for security professionals and those simply intrigued by this complex field.

Change Condition Packages: Tips for Cleared Contractors Jun 06, 2024

In the sixth episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey discusses change condition packages (CCPs) with International Trade attorney Marina O’Brien. They examine the preparation and submission of a CCP, covering essential documents and information cleared companies must submit to the Defense Counterintelligence and Security Agency (DCSA) or any other Cognizant Security Agency (CSA). Be sure to listen for helpful details on the nuances and considerations companies should be aware of when undergoing this process.

Decoding the Key Management Personnel Requirements Apr 25, 2024

In the latest episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey engages in an insightful conversation with Antonia Tzinova, leader of Holland & Knight's CFIUS and Industrial Security Team. This informative episode provides a comprehensive guide to key management personnel (KMPs) within the context of security clearances.

Ms. Tzinova delves into the critical role of KMPs, discussing their significance in the corporate governance structure, who qualifies as a KMP and the specific issues involved in appointing KMPs. Listeners will gain a valuable understanding of the nuances surrounding KMPs and their importance within the facility security clearance process.

Navigating Personnel Security Clearances (PCLs) Apr 11, 2024

In the second episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey delves into personnel security clearances (PCLs) with National Security, Defense, and Intelligence attorneys Andrew McAllister and Jacob Marco. They discuss the process of obtaining a clearance and its role in safeguarding classified information. The attorneys also explore important guidelines to follow and common pitfalls that can complicate the process. Listen to gain useful insights on this complex system.

What Is an FCL and How Do I Obtain One? Mar 28, 2024

In the inaugural episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey sits down with Government Contracts attorney Erin Estevez. They provide a basic introduction to facility security clearances (FCLs), explaining what they are, why they matter for contractors and how the process of obtaining one works.

Ms. Estevez discusses key requirements like establishing a need-to-know and finding a sponsor. Common pitfalls are also addressed. The episode serves as a primer on this foundational topic for understanding classified contracting. Tune in to gain valuable insights into navigating the clearance process.

Uncovering SF 328 and Its Key Takeaways for Foreign Ownership May 23, 2024

Tune in for an in-depth exploration of SF-328 and its far-reaching implications for foreign ownership, control and influence (FOCI) within organizations in the fifth episode of "Are We All Clear? Facilitating Security Clearances."

In our latest episode, host Molly O'Casey delves into the intricacies of the SF-328, a critical 10-question survey that serves as a linchpin in the field of FOCI mitigation. With help from Robert Friedman, a partner in Holland & Knight's International Trade Group in Washington, D.C., the conversation uncovers the complexities of this form.

From understanding the multifaceted process of completing the survey to exploring the critical role it plays in the facility clearance process, this episode offers invaluable insights for companies navigating classified government contracting. Gain a comprehensive understanding of this essential document and learn how to avoid common pitfalls that can prolong the facility clearance process.

Corporate Documents in the Context of Clearances May 09, 2024

In the fourth episode of "Are We All Clear? Facilitating Security Clearances," host Molly O'Casey explores the topic of corporate documents in relation to security clearances with International Trade attorney Libby Bloxom. They share valuable insights on selecting the appropriate corporate structure for facility security clearance (FCL) applications as well as explain how different corporate structures affect the information provided to the Defense Counterintelligence and Security Agency (DSCA) or updated in the National Industry Security System (NISS). Their conversation emphasizes the importance of adopting a holistic approach when entering the government contractor business.

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