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News and Announcements from The Defense Security Service (DSS) : DCII transition from DSS to DMDC
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| Posted by nispomwebmaster on 2010/7/19 17:05:21 (123 reads) News by the same author |
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(07/19/10) DCII transition from DSS to DMDC
On Feb. 2, 2010, a Memorandum of Agreement was signed that detailed actions to be taken to transfer DoD enterprise personnel security IT systems from the Defense Security Service (DSS) to the Defense Manpower Data Center (DMDC). This transfer was directed by Gordon England, then Deputy Secretary of Defense on January 15, 2009. The IT systems to be transferred include the Joint Personnel Adjudication System (JPAS), the Defense Central Index of Investigations (DCII), the Secure Web Fingerprint Transmission (SWFT), and the improved Investigative Records Repository (iIRR). To date, JPAS, SWFT, and the iIRR have been transferred to DMDC.
The Defense Central Index of Investigations (DCII) is an automated central index that identifies investigations conducted by Department of Defense investigative agencies. DCII is operated and maintained on behalf of the DoD components and office of the Deputy Under Secretary of Defense for HUMINT, Counterintelligence and Security.
Effective July 26, 2010, the program management and operational control of DCII will be transferred from DSS to DMDC. DSS and DMDC are making every effort to make the transition as seamless and transparent to the users as possible, and will initially provide joint support to DCII customers.
For customer service, please continue to contact the DoD Security Services Center at 1-888-282-7682 or via e-mail address occ.cust.serv@dss.mil.
Additional notices will be posted on the DSS and DMDC websites as needed.
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An Overview of the Private Company Merger and Acquisition Process for Government Contractors Posted by bobwebb
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| I.TRANSACTION BASICS
There are three basic types of merger and acquisition transaction: (1) asset purchase, (2) stock purchase and (3) merger. Consideration paid for the acquisition may include cash, stock of the buyer, assumption of seller liabilities or a combination of them. Factors including tax and financial accounting considerations, impact on earnings and cash flow, risk management, transaction mechanics and required corporate, governmental and third-party approvals are taken into account in determining transaction structure and form of consideration. The tax treatment of the transaction is often the most important factor. If the selling shareholders are key persons (whether continuing as employees or not), a portion of the consideration may be allocated to future employment compensation, covenants not to compete, or “Stay-Put” arrangements.
A.Asset Purchase. In an asset purchase, the buyer acquires only identified assets and liabilities of a company, not the company itself. With successful negotiation, the purchaser can select which of the seller’s assets to acquire (such as inventory, equipment, contract rights and intellectual property) and which not to acquire (such as contaminated real estate or obsolete inventory). Within limits, the buyer can also negotiate which outstanding or contingent liabilities to assume and not to assume. Buyer need to assess applicable state laws and determine if “successor liability” may apply – a common law doctrine applied by some states and in certain conditions which imposes upon the buyer of a business liability for certain obligations of the seller, even in the case of an asset purchase.
For tax and liability reasons, it is often said that buyers prefer to buy assets and sellers prefer to sell stock. As a practical matter, in most cases the substantial tax disadvantages of an asset deal to stockholders of the seller (likely double taxation at the corporate and stockholder levels) lead to a stock or merger transaction. As a result, asset purchases are most common in the acquisition of divisions of companies or specific contracts via novation, rather than entire companies.
B.Stock Purchase. In a stock purchase, the purchaser buys the outstanding stock of a corporation directly from the corporation’s stockholders. The corporation need not be a party to the transaction and remains unchanged after the closing (other than having different ownership), retaining all of its assets and liabilities. Existing employment agreements and non compete agreements remain in place (though buyers often require that these be renegotiated to ensure the retention of key persons). Stock purchases are typically preferred by sellers because all liabilities are transferred along with the company, there is no double taxation, and there is no need to liquidate the company after the transaction.
C.Merger. In a merger, one corporation merges with another to become a single ongoing corporation. One company is designated the “surviving,” and the other the “disappearing” corporation. By operation of law, the surviving corporation acquires all of the assets and succeeds to all of the liabilities of the disappearing corporation, and the disappearing corporation ceases to exist as a separate legal entity.
As with the other types of transactions, in a merger, the stockholders of the acquired corporation typically receive cash, stock of the surviving corporation, or some combination of stock and cash. A merger may be taxable or non-taxable to the acquired corporation’s stockholders, depending on the mix of consideration received by such stockholders.
In most cases the merger must be approved by the boards of directors and stockholders of both corporations. While rarely exercised, stockholders of the acquired corporation who formally oppose the merger may “perfect dissenters’ rights” to have value of their stock determined by a judicial procedure involving an appraisal rather than accept the value negotiated as part of the transaction. As a result, many merger agreements give the buyer an “out” if more than a small percentage of the seller’s stockholders perfect their dissenters’ rights.
D.Variations. There are numerous variations on these structures, such as
•reverse triangular mergers, in which the buyer incorporates a subsidiary that merges into the target company, and
•two-step transactions, in which the buyer acquires a controlling interest in the target by a stock purchase, and follows that transaction with a merger in order to eliminate or “freeze out” the remaining minority stockholders.
E.Transaction Stages and Timing. The typical acquisition of a substantial business involves two preparatory stages from the seller’s perspective, followed by three key events for both buyer and seller. For a selling corporation, the preparatory stages are: (I) positioning for possible sale, and (II) marketing the company. For both buyer and seller, the three key events are: (1) a letter of intent or term sheet; (2) a binding definitive purchase or merger agreement; and (3) closing. In some cases, particularly those involving public companies or smaller targets, there may be no letter of intent, and the signing of the agreement and the closing may be simultaneous.
In most cases, completing a substantial transaction from LOI to closing in two months would be considered lightning speed, while a transaction completed in a heavily negotiated or regulated context may take six months or longer.
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DSS releases 2008 "Targeting U.S. Technologies: A Trend Analysis of Reporting from Defense Industry"
The DSS Counterintelligence Office has released the 2008 "Targeting U.S. Technologies: A Trend Analysis of Reporting from Defense Industry." This DSS report is based on an analysis of Suspicious Contact Reports received from defense industry and identifies the most frequently targeted U.S. technologies, reflects the most common collection methods utilized, identifies entities attempting the collection, and identifies the regions where these collection efforts originate. The "Targeting U.S. Technologies: A Trend Analysis of Reporting from Defense Industry" is available via the DSS.mil website.
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[530]
Profile of Kathleen M. Watson - Director of the Defense Security Service
Kathleen M. Watson was named Director of the Defense Security Service (DSS) on Feb. 18, 2007. She is a member of the Senior Executive Service.
DSS ensures the protection of U.S. and foreign classified or sensitive information in the possession of industry; facilitates the personnel security process; delivers security education and training; and, provides information technology services in support of Department of Defense (DoD) and partner agency industrial and personnel security missions.
Prior to being assigned to DSS, Ms. Watson was a staff attorney in the DoD Office of General Counsel where she provided legal support to the Office of the Under Secretary of Defense for Intelligence.
Prior to her DoD assignment, Ms. Watson had a long and distinguished...
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[504]
National Industrial Security Program (NISP) Fact Sheet
April 2009 - issued by DSS
National Industrial Security Program (NISP) Fact Sheet
The NISP was established by Executive Order 12829 to ensure that industry safeguards the classified information in their possession or to which they have access while performing work on contracts, programs, bids or research and development efforts. The Defense Security Service (DSS) administers the NISP on behalf of the Department of Defense as well as 23 non-DoD federal agencies within the Executive Branch. Presently, DSS has Industrial Security oversight responsibility for over 12,000 cleared companies participating in the NISP.
To have access to U.S. classified information and participate in the NISP, a company or other designated operating entity in private industry or...
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6/12/09 - DSS announces 2009 Cogswell Winners.
James S. Cogswell Outstanding Industrial Security Achievement Awards for 2009
ALEXANDRIA, Va. – June 12, 2009
The Defense Security Service (DSS) is pleased to announce the recipients of the 2009 James S. Cogswell Outstanding Industrial Security Achievement Award. The 14 facilities selected for the award will receive recognition at the annual training seminar of the National Classification
Management Society (NCMS) on June 17, 2009, in Anaheim, California.
The Cogswell award, established in 1966, is named in honor of the late Air Force Col. James S. Cogswell, the first chief of industrial security within the Department of Defense.
Cogswell was responsible for developing the basic principles of the Industrial Security Program, which include an...
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James S. Cogswell Outstanding Industrial Security Achievement Awards for 2008
DSS News Release -
June 10, 2008
ALEXANDRIA, Va. – The Defense Security Service (DSS) is pleased to announce the facilities selected to receive the 2008 James S. Cogswell Outstanding Industrial Security Achievement Award. Twenty-three (23) facilities have been selected for the award, which will be presented at the annual training seminar of NCMS on June 18, 2008 in Mashantucket, Conn.
The Cogswell award, established in 1966, is named in honor of the late Air Force Col. James S. Cogswell, the first chief of industrial security within the Department of Defense. Cogswell was responsible for developing the basic principles of the Industrial Security Program, which include an emphasis on the partnership between industry and government to protect classified information. This...
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[459]
DSS Releases New Industrial Security Letter - ISL 2009-02
DSS has released and made available a new Industrial Security Letter, ISL 2009-02 June 06, 2009. This ISL contains clarifications of DSS plicies with respect to three areas under the NISPOM:
- Eligibility of Companies Organized and Existing Under the Laws of U.S. Territories for Facility Clearances;
- Pre-employment Clearance Action; and
- Negotiating an Acceptable FOCI mitigation measure.
A copy of ISL 2009-02 is available in the downloads area of this website and is reprinted below:
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SLOTS AVAILABLE FOR DOD SECURITY SPECIALIST COURSE, OCTOBER 19-30, 2009
SETA Flash - August 21, 2009
Space is still available for October 19-30, 2009, iteration of the DoD Security Specialist course. This entry level course introduces the student to security disciplines, policies, procedures, and their interaction and implementation as they apply to the Department of Defense (DoD) Security Specialist career field. The course provides a common body of knowledge that promotes understanding of the scope, importance, and interdependency of the information, physical, industrial, personnel, communications, operations security programs, and other specialized areas. The intensive curriculum relates the programs to the installation level and demonstrates interrelationships.
The course integrates programs through discussion, study, and exercises...
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Welcome to NISPOM.US
Welcome to NISPOM.US - the "Web 2.0" website providing a legal and business resource for the "NISPOM - National Industrial Security Program Operating Manual" via the Digital Dominion Network's Law and Business Network. This website is primarily focused upon serving legal, securities, and security and business professionals with an interest in NISPOM." The Digital Dominion Law and Business Network provides primarily user generated content contributed by readers or reprinted from public domain sources. Each website of the Digital Dominion Law and Business Network is a "Web 2.0" website which provide multiple opportunities for user contribution, discussion, and sharing on featured topics. Watch this site and other websites of the Digital Dominion Network as we roll out new features....
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The Information Security Oversight Office (ISOO)
The Information Security Oversight Office (ISOO) is responsible to the President for policy and oversight of the Government-wide security classification system and the National Industrial Security Program. ISOO receives authority from:
* Executive Order 12958, as amended "Classified National Security Information" [PDF]
* Executive Order 12829, as amended "National Industrial Security Program" [PDF]
ISOO is a component of the National Archives and Records Administration (NARA) and receives policy and program guidance from the National Security Council (NSC).
ISOO has three components:
The Classification Management Staff:
Develops security classification policies for classifying, declassifying and safeguarding...
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Under Construction - www.NISPOM.US
www.NISPOM.US - the Web resource for articles, news and developments about the National Industrial Security Program Operating Manual (NISPOM) - is being revamped and is under construction - bookmark this site and watch as we roll out features.
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