--- title: "FOCI Consultant vs. Attorney: Which Do You Need?" description: Do you need a FOCI consultant or attorney? Compare services, costs, SF-328 support, DCSA compliance, and when legal counsel is necessary. image: https://industryfso.com/hubfs/Website/Global%20images/Pentagon-aerial-image.jpg --- [![Industry FSO logo](https://industryfso.com/hubfs/Website/Logos/Industry%20FSO%20logo.svg)](https://industryfso.com) - [About us](https://industryfso.com/about-us) - Services - [All Services](https://industryfso.com/services) - [FSO Services](https://industryfso.com/fso-services) - [FCL Setup & Maintenance](https://industryfso.com/fcl-formation) - [DCSA Review Prep](https://industryfso.com/dcsa-security-reviews) - [Foreign Ownership (FOCI)](https://industryfso.com/foci-consulting) - [Insights](https://industryfso.com/insights) [Speak to an Expert](https://industryfso.com/contact) - [About us](https://industryfso.com/about-us) - Services - [All Services](https://industryfso.com/services) - [FSO Services](https://industryfso.com/fso-services) - [FCL Setup & Maintenance](https://industryfso.com/fcl-formation) - [DCSA Review Prep](https://industryfso.com/dcsa-security-reviews) - [Foreign Ownership (FOCI)](https://industryfso.com/foci-consulting) - [Insights](https://industryfso.com/insights) [Speak to an Expert](https://industryfso.com/contact) - [FOCI](https://industryfso.com/insights/topic/foci) - [SF-328](https://industryfso.com/insights/topic/sf-328) # FOCI Consultant vs. Attorney: Which Do You Need? ![](https://industryfso.com/hubfs/Website/Global%20images/Sarah%20Phillips.jpg) By [Sarah Phillips](https://industryfso.com/insights/author/sarah-phillips) October 20 2026 6 min read ![FOCI Consultant vs. Attorney: Which Do You Need? image](https://industryfso.com/hubfs/Website/Global%20images/Pentagon-aerial-image.jpg) ## Contents ## Contents When a government contractor encounters Foreign Ownership, Control, or Influence (FOCI) requirements, one of the first questions is often whether to hire a law firm or a specialized FOCI consultant. Both can play important roles in addressing foreign ownership concerns. However, they provide different types of expertise, and not every FOCI matter requires legal representation. For companies preparing an SF-328, undergoing a Facility Clearance (FCL) review, or implementing an existing FOCI mitigation agreement, much of the work involves industrial security compliance rather than legal interpretation. Understanding the difference can help contractors obtain the appropriate support without incurring unnecessary expenses. ## What Does a FOCI Consultant Do? A FOCI consultant helps government contractors understand and address foreign ownership requirements from an industrial security and compliance perspective. This work often involves evaluating corporate ownership structures, preparing foreign interest disclosures, coordinating with DCSA, and implementing security procedures required under the National Industrial Security Program (NISP). Common FOCI consulting services include: - Reviewing ownership structures and foreign interests - Assisting with SF-328 preparation and supporting documentation - Supporting initial FCL applications involving foreign ownership - Coordinating with DCSA during FOCI reviews - Assisting with implementation of FOCI mitigation agreements - Developing Technology Control Plans (TCPs) and Electronic Communications Plans (ECPs) - Supporting Government Security Committees (GSCs) - Maintaining ongoing FOCI compliance and reporting procedures A consultant with experience managing cleared facilities can also help companies understand how mitigation requirements affect everyday operations. For example, a Special Security Agreement (SSA) may require a company to establish independent security oversight, restrict certain foreign affiliate interactions, and maintain specific security plans. These requirements create ongoing operational responsibilities that extend beyond drafting the agreement itself. For additional background, read [FOCI Mitigation Explained: How Companies Address Foreign Ownership Concerns](https://industryfso.com/blog/foci-mitigation-explained). ## What Does a FOCI Attorney Do? A FOCI attorney provides legal advice concerning foreign ownership, government contracting requirements, corporate governance, and applicable national security regulations. Legal counsel may be particularly important when a company's ownership structure or business transactions create complex legal questions. FOCI-related legal services can include: - Advising on foreign investment and acquisition transactions - Interpreting legal requirements and contractual obligations - Negotiating mitigation agreements with the government - Drafting or amending corporate governance documents - Advising on shareholder rights and ownership restrictions - Addressing disputes involving FOCI determinations - Coordinating FOCI matters with CFIUS, export controls, or other regulatory reviews Attorneys can also help companies evaluate the legal consequences of proposed ownership changes. For example, if a foreign investor intends to acquire a controlling interest in a cleared contractor, the transaction may require substantial changes to governance arrangements and contractual rights. Those changes can have legal implications that extend beyond industrial security compliance. ## FOCI Consultant vs. Attorney: Key Differences The distinction is not always absolute, but the following comparison illustrates where each type of professional generally provides the most value. | FOCI requirement | FOCI consultant | FOCI attorney | | --- | --- | --- | | SF-328 preparation | Primary support for disclosures and documentation | Legal interpretation when needed | | Ownership structure review | Identifies potential FOCI concerns | Evaluates legal rights and obligations | | DCSA coordination | Security and compliance coordination | Legal representation and negotiation | | FCL application support | Industrial security documentation and process support | Legal issues involving eligibility or ownership | | Mitigation agreement negotiation | Operational input and implementation planning | Legal drafting and negotiation | | TCP and ECP development | Primary operational support | Reviews legal or contractual implications | | GSC administration | Ongoing security compliance support | Governance and legal advisory support | | Foreign acquisition or investment | Evaluates security implications | Transaction and regulatory legal advice | | Ongoing FOCI compliance | Security procedures, reporting, and implementation | Legal advice as issues arise | In many situations, consultants and attorneys work together. The question is not necessarily which professional is better, but which expertise is needed for the specific problem. ## When Is a FOCI Consultant Usually Enough? Many FOCI-related tasks are primarily administrative, operational, or security-focused. For these activities, a specialized consultant may provide the necessary expertise without requiring a law firm to manage the entire process. ### Preparing an SF-328 The SF-328, Certificate Pertaining to Foreign Interests, requires companies to disclose certain foreign ownership, financial, governance, and business relationships. Completing the form may involve reviewing capitalization tables, organizational charts, shareholder information, and corporate records. An experienced FOCI consultant can help identify the required information, organize supporting documentation, and prepare the submission. Legal counsel may still be appropriate if the company encounters questions concerning the interpretation of complex ownership agreements or other legal rights. See [How to Complete the SF-328: A Step-by-Step Guide](https://industryfso.com/blog/how-to-complete-sf-328). ### Preparing for a DCSA FOCI Review Companies undergoing an FCL application or reporting foreign ownership changes may need assistance organizing documentation and responding to government questions. Much of this work involves understanding DCSA procedures and the information required to evaluate foreign interests. A consultant familiar with the FCL process can help coordinate the company's preparation and identify potential issues before submission. ### Implementing FOCI Mitigation Requirements Once a mitigation agreement has been approved, a company may need ongoing assistance implementing its requirements. This can include establishing security procedures, developing plans, supporting GSC activities, and maintaining compliance records. These responsibilities often align closely with the work performed by an experienced Facility Security Officer (FSO). Legal counsel may be needed when the agreement requires amendment or raises questions concerning contractual rights. ## When Should a Company Hire a FOCI Attorney? There are circumstances where legal counsel should play a central role. ### Foreign Acquisitions and Investment Transactions When a foreign entity acquires or invests in a government contractor, the transaction may affect ownership rights, voting authority, and corporate governance. Attorneys can help structure the transaction and advise on its legal implications. A FOCI consultant can work alongside counsel to identify industrial security requirements and potential effects on an existing or proposed FCL. ### Negotiating Complex Mitigation Agreements Special Security Agreements, Proxy Agreements, and Voting Trust Agreements can impose significant governance restrictions. These arrangements may affect shareholder rights, board authority, management decisions, and relationships with foreign parent companies. Legal counsel is often appropriate for negotiating and documenting these obligations. A consultant can contribute operational expertise and assist with implementing the resulting requirements. ### CFIUS and Other Foreign Investment Reviews Certain foreign investment transactions may also raise issues under the Committee on Foreign Investment in the United States (CFIUS). CFIUS reviews are separate from the DCSA FOCI process, although the underlying ownership concerns can overlap. Companies facing CFIUS questions should seek appropriately qualified legal counsel. ### Disputes or Complex Legal Interpretations When a company disagrees with a government determination, faces potential enforcement consequences, or needs a formal interpretation of legal obligations, an attorney may be necessary. A security consultant should not be used as a substitute for legal representation in these circumstances. ## Can a FOCI Consultant and Attorney Work Together? Yes, and for complex situations, this may be the most effective arrangement. Consider a U.S. defense contractor being acquired by a foreign parent company. The transaction may require: 1. Legal counsel to negotiate the acquisition and address corporate governance requirements. 2. A FOCI consultant to evaluate the impact on the company's FCL and identify security requirements. 3. Legal counsel to negotiate any necessary mitigation agreement. 4. A FOCI consultant to develop security plans and coordinate implementation. 5. Ongoing FSO and FOCI compliance support after the transaction closes. This division of responsibilities allows each professional to focus on the work best suited to their expertise. It may also reduce the amount of routine compliance work billed at legal rates. ## Does Section 847 Change Who Needs FOCI Assistance? Section 847 of the FY2020 NDAA established a framework for reviewing foreign ownership risks among certain Department of Defense contractors and subcontractors, including companies performing unclassified work. The May 2026 proposed DFARS rule describes additional beneficial ownership and FOCI disclosure requirements for certain covered contracts exceeding $5 million. As these requirements develop, companies that have never needed an FCL may encounter foreign ownership reviews for the first time. For some contractors, preparation may involve reviewing ownership information, completing an SF-328, and organizing supporting documentation. These activities may be well suited to an experienced FOCI consultant. However, questions involving contract interpretation, corporate rights, or contested government determinations may require legal counsel. For more information, read [NDAA Section 847 Explained: What Government Contractors Need to Know](https://industryfso.com/blog/ndaa-section-847-explained). ## How Much Does FOCI Consulting Cost Compared With Legal Services? Cost is another important consideration when deciding which type of professional to engage. Law firms generally bill for attorney time, often using hourly rates that reflect the complexity of the matter and the experience of the attorneys involved. FOCI consultants may offer hourly, project-based, or ongoing service arrangements depending on the work involved. For tasks such as SF-328 preparation, FCL support, security plan development, and ongoing compliance, a consultant may offer a more cost-effective option. However, the total cost depends on the company's ownership structure, the nature of the foreign interests, and the scope of required assistance. The objective should be to use the appropriate expertise rather than automatically choosing the least expensive provider. **Related article:** *How Much Does FOCI Consulting Cost?* \[Link when published\] ## How to Decide Which Type of Support You Need Before engaging outside assistance, identify the specific FOCI issue your company is facing. If the immediate need involves preparing an SF-328, understanding DCSA procedures, or implementing established security requirements, a FOCI consultant may be a practical starting point. If the matter involves an acquisition, complex shareholder rights, negotiation of legal agreements, or a dispute with the government, legal counsel may be necessary. Some companies benefit from engaging both. An initial assessment can help clarify the scope of the problem and determine whether additional legal expertise is warranted. ## Practical FOCI Support for Government Contractors FOCI compliance can involve a combination of corporate governance, industrial security, and government contracting requirements. Not every issue requires a law firm, but some situations demand specialized legal advice. Industry FSO provides [FOCI consulting services](https://industryfso.com/foci-consulting) focused on the security and compliance aspects of foreign ownership reviews. Our team assists with SF-328 preparation, FCL support, DCSA coordination, mitigation implementation, and ongoing FOCI compliance. We also work alongside legal counsel when a company's circumstances require legal expertise. If your organization is facing a FOCI question and isn't sure where to begin, contact Industry FSO to discuss the requirements and determine an appropriate path forward. ![](https://industryfso.com/hubfs/Website/Global%20images/Sarah%20Phillips.jpg) Article by ### Sarah Phillips President & Founder Sarah Phillips founded Industry FSO to make industrial security more accessible and manageable for defense contractors. With deep experience as a Facility Security Officer and a strong understanding of DCSA expectations, Sarah recognized that many small businesses lack the time and resources to manage an FCL on their own. [More articles](https://industryfso.com/insights/author/sarah-phillips) ## Browse more resources Check out more helpful FSO and FCL resources in our Insights section.  [All posts](https://industryfso.com/insights) #### [![When Do You Need a FOCI Attorney?](https://industryfso.com/hubfs/Website/Pages/Homepage/Pentagon.webp) October 20 2026 When Do You Need a FOCI Attorney? Foreign Ownership, Control, or Influence (FOCI) requirements can involve a combination of industrial security regulations, corporate governance, government contracting, and foreign investment law. FOCI SF-328](https://industryfso.com/insights/when-foci-requires-legal-counsel) #### [![How Much Does FOCI Consulting Cost? Rates & Fees](https://industryfso.com/hubfs/Website/Pages/Homepage/Pentagon.webp) October 20 2026 How Much Does FOCI Consulting Cost? Rates & Fees Companies facing Foreign Ownership, Control, or Influence (FOCI) requirements often have an immediate question: How much will it cost to get help? FOCI SF-328](https://industryfso.com/insights/foci-consulting-cost) #### [![Who Needs an SF-328? When It's Required](https://industryfso.com/hubfs/Website/Pages/Homepage/Pentagon.webp) October 20 2026 Who Needs an SF-328? 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