We advise non-U.S. clients on establishing a U.S. legal presence to provide products or services to the U.S. Government, including performing on sensitive or classified national security matters. Most non-U.S. investors wish to retain management insight and leverage group operational expertise for their U.S. company, consistent with U.S. security safeguards. We have practical experience in expeditiously achieving the necessary corporate, policy, procedural, security, and support mechanisms to ensure the U.S. entity may conduct sensitive or classified business with the U.S. Government. We can advise on the contractual and structural means to mitigate impermissible Foreign Ownership Control or Influence (FOCI) to qualify for a Facility Clearance (FCL) and associated personnel clearances (PCLs), including establishing a Proxy Agreement or Special Security Agreement, identifying and appointing Outside Directors, and establishing approved supplemental agreements concerning electronic communications, technology control, and affiliated operations. We can also offer recommended approaches for implementing compliant information technology solutions that meet evolving cybersecurity requirements to safeguard controlled unclassified information (CUI). We provide a practical, business-oriented approach to effectively and efficiently achieve required government approvals, comply with the National Industrial Security Program Operating Manual (NISPOM), and conduct business on an ongoing basis.

Providence has advised multinational firms on the strategic, corporate, and operational controls often required when considering serving this market, including:

  • FOCI mitigation strategies, including corporate arrangements, forming proxy companies, voting trusts, or concluding FOCI-mitigation arrangements with the USG including a Special Security Agreement or Proxy Agreement.

  • Implementing the National Industrial Security Program for your organization

  • Ensuring protection for classified and export-controlled (e.g., ITAR) information

  • Isolating impermissible administrative services between foreign parent, affiliates, and U.S. subsidiary

  • Selecting and advising potential Government Security Committee members

  • Obtaining facility and personnel security clearances for U.S. citizen employees

  • Designing Electronic Communications, Technology Control, Visitation, and Affiliated Operations Plans, and associated technology systems, business processes, and procedures

  • Advising on appropriate Facility Security Officer roles/training

  • Safeguarding classified materials from Confidential to TOP SECRET

  • Obtaining approved government communication security (COMSEC) devices

  • Completing all required USG processes of the Defense Counterintelligence and Security Agency and other agency-specific security organizations