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News and Announcements from NISPOM.US : NISPOM 5-511 Requirements re Public Release of Info on Classified Contracts
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| Posted by nispomwebmaster on 2010/7/19 17:35:36 (98 reads) |
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In light of the Washington Post commencement of publication of a series of articles on classified and security agencies and contractors, and DSS admonition, via a release from Kathleen Watson dated July 16, 2010 that "Publication is expected starting on or about July 19, 2010, with additional articles published thereafter. We anticipate the article series and website will generate follow-on national media interest, as well as media interest in the local cleared companies.
If approached by any media outlets regarding these articles or website, please be mindful of the public release provisions stated in Block 12 of the Contract Security Classification
Specification (DD Form 254) issued with each of your contracts that involve access to classified information. Any public release of information regarding classified contracts
requires review by and approval of your Government Contracting Activity, except as authorized by Paragraph 5-511 of the National Industrial Security Program Operating
Manual (NISPOM), DoD 5220.22-M. Should your management or public affairs offices be contacted by the media, if
appropriate, you may refer media inquiries to Office of the Assistant Secretary of Defense for Public Affairs at 703-697-5131."
To make the requirements of this NISPOM provision readily available to readers, NISPOM.US is providing the following reprint of the pertinant guidance from the NISPOM provisions cited in the DSS release:
5-511. Disclosure to the Public. Contractors shall not disclose classified or unclassified information pertaining to a classified contract to the public without prior review and clearance as specified in the Contract Security Classification Specification for the contract or as otherwise specified by the GCA.
a. Requests for approval shall be submitted through the activity specified in the GCA-provided classification guidance for the contract involved. Each request shall indicate the approximate date the contractor intends to release the information for public disclosure and identify the media to be used for the initial release. A copy of each approved request for release shall be retained for a period of one inspection cycle for review by the CSA. All information developed subsequent to the initial approval shall also be cleared by the appropriate office prior to public disclosure.
b. The following information need not be submitted for approval unless specifically prohibited by the GCA:
(1) The fact that a contract has been received, including the subject matter of the contract and/or type of item in general terms provided the name or description of the subject matter is not classified.
(2) The method or type of contract; such as, bid, negotiated, or letter.
(3) Total dollar amount of the contract unless that information equates to (a) a level of effort in a sensitive research area, or (b) quantities of stocks of certain weapons and equipment that are classified.
(4) Whether the contract will require the hiring or termination of employees.
(5) Other information that from time-to-time may be authorized on a case-by-case basis in a specific agreement with the contractor.
(6) Information previously officially approved for public disclosure.
c. The procedures of this paragraph also apply to information pertaining to classified contracts intended for use in unclassified brochures, promotional sales literature, reports to stockholders, or similar material.
d. Information that has been declassified is not automatically authorized for public disclosure. Contractors shall request approval for public disclosure of "declassified" information in accordance with the procedures of this paragraph.
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News and Announcements from NISPOM.US : VIRGINIA RECOGNIZED AMONG ‘FIVE BEST STATES TO START A BUSINESS’
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| Posted by nispomwebmaster on 2009/7/9 15:10:00 (215 reads) |
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RICHMOND– Governor Timothy M. Kaine today highlighted Virginia’s ranking among the "Five Best States to Start a Business." The recognition by U.S. News & World Report this week comes on the heels of the Commonwealth’s sixth number one ranking for its pro-business environment.
"The latest accolades accorded the Commonwealth demonstrate that Virginia remains a power player among business-friendly states," said Governor Kaine. "As we work to get our economy back on track, it’s great to be recognized for continuing to attract innovative businesses to Virginia."
"Virginia makes a great effort to assist in the establishment of small businesses with programs that streamline the startup process and connect entrepreneurs with resources," said Virginia Secretary of Commerce and Trade, Patrick Gottschalk. "Our business one stop electronic business formation system is continually growing in popularity with Virginia’s entrepreneurs."
From U.S. News & World Report: "Virginia- This state is not just "purple" in its voting patterns. Like blue states such as Massachusetts, It mixes the highly educated workforce and technological sophistication. And like red states such as Texas, Virginia is known for its low taxes. This state boasts the highest number of information technology jobs in non-IT industries as a total share of jobs, which indicates that Virginia’s businesses are more technologically advanced than businesses in other states."
Virginia has been recognized as the most business-friendly state six times under the leadership of Governor Kaine. Last month, Pollina Corporate Real Estate Inc., a top U.S. corporate site relocation expert, ranked Virginia first in its annual study of pro-business states, marking the third time for the third time overall. During Governor Kaine’s administration, Virginia has also been recognized as the most business-friendly state in America (Forbes.com 2006-2008), one of the best states for business (CNBC 2007 and 2008), the top-performing state government in America (Governing Magazine 2008) and the state where "a child is most likely to have a successful life (Education Week 2007)."
To compile their report, U.S. News & World Report examined two leading studies that measure a state’s ability to promote entrepreneurship: the 2008 New State Economy Index from the Kauffman Foundation and the Information Technology and Innovation Foundation, and 2008’s Small Business Survival Index from the Small Business and Entrepreneurship Council.
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News and Announcements from NISPOM.US : Welcome to NISPOM.US
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| Posted by nispomwebmaster on 2009/1/18 17:40:00 (386 reads) |
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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. Register as a user and take advantage of the opportunity we offer to promote your business, share information, news and announcements of your group or organization, interact with fellow professionals or businesses who share your interest in NISPOM via the internet, and keep abreast of current developments.
The first step to use our features and the features of other member websites of the Digital Dominion Law and Business Network is to register as a user on our site. Then, as you explore NISPOM.US let us know what feature or news you want to share. Upon verification, we can give you privileges to input and post your news instantly.
Experts and professionals in a given topic may list themselves via our various "Experts Directories" and receive free promotion via banners ads, links and the ability to post news and announcements. Virginia Businesses may also list themselves for free in our Virginia Business Directory and grow their business via the world wide web.
Contributing writers may even profit by contributing content as qualifying contributors can earn financial rewards via Google Adsense or banner ad sales from clicks by visitors to the news, announcement and content you supply.
NISPOM.US is what is known as a "Web 2.0" website - i.e. a feature that is composed of contributions by those who view and participate in the site. Anyone can participate. In order to post, you must be a registered user of the website. Posting is subject to our Terms of Use as linked from the bottom of our Home Page. By posting, you adopt and agree to our Terms of Use and News and policies applicable to various features as a binding legal agreement. These include (i) a representation by you that the post is accurate, does not contain any copyright content of any third party unless you have the right to post it, (ii) a prohibition against any posting that is slanderous, illegal, containing "hate" material," (material expressing racial, religious, sexual orientation or other bigotry) or known to you to be untrue, (iii) a representation by you that if posting on behalf of an organization or other person, that you have the right to make such posting, (iv) an acknowledgment by you are aware that the information provided on this website is general and nature and does not take into account any facts or circumstances that may be unique to your personal situation or circumstances, (v) an acknowledgment and agreement by you that no duty of confidentiality arises or exist with respect to any information submitted to NISPOM.US or any other website in the Digital Dominion Law and Business Network whether by E-mail, posting, or otherwise, and (vi) an acknowledgment and agreement by you that to the extent that by use of this website or any other website in the Digital Dominion Law and Business Network, you engage in a communicative dialogue with any licensed professional attorney, accountant, financial adviser or otherwise, no client relationship of any kind or nature shall arise or exists and no such professional who post information or otherwise responds to you through or by means of NISPOM.US or any other website in the Digital Dominion Law and Business Network shall have any obligation, duty or liability to you whatsoever unless you and such professional enter into a separate agreement. Violators of our Terms of Use are subject to loss of posting and/or website access privileges. If you observe any posting which violates our Terms of Use, please notify us via our contact link (on the Home Page) and report the abuse and we will endeavor to promptly investigate and remove if appropriate.
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Top Articles, News & Announcements
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An Overview of the Private Company Merger and Acquisition Process for Government Contractors Posted by bobwebb
(127)
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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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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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[510]
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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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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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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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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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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