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Shell companies are simple creatures: they exist on paper, have no physical place of business, and allow for a litany of fraud. Often used for legal purposes, shell companies have increasingly been used to facilitate crime, hide ownership, and threaten U.S. national security. The Corporate Transparency Act (CTA) is a notable step toward illuminating obfuscated corporate ownership, but various loopholes allow creative bad actors to circumvent its requirements. While the Act will likely deter such bad actors, resourceful nation-states have the means to defeat its protections. Nevertheless, the CTA will likely resolve many of the issues involving contractors using shell companies to conceal relationships with subcontractors, circumvent origin eligibility rules, and disguise other conflicts of interest. Here, defrauding the U.S. government will be more difficult. However, foreign adversaries interested in exploiting the U.S. defense supply chain may engage in complex ownership arrangements that do not trigger reporting under the CTA. This Article prescribes several solutions to mitigate these loopholes, including (1) amending the definition of “beneficial owner” under the CTA; (2) providing additional funds to States and Indian Tribes to require reporting to FinCEN as a requirement of company registration; and (3) increasing the severity of penalties associated with the CTA. [ABSTRACT FROM AUTHOR]

When it comes to warfare, cyberspace is the final frontier. To increase military operations in cyberspace, the federal government looks to private contractors to help modernize its capabilities. In 2016, U.S. Cyber Command awarded a five-year contract to several private contractors to aid in that modernization effort, which included development, delivery, and preparation of targeted offensive operations. However, the contractors' level of participation exposes them to lawful counterattacks because contractors may be designated as combatants under international law. These counterattacks may expand beyond cyber actions so long as they meet the principles of necessity and proportionality. To ensure that contractors are not classified as designated combatants, this Note proposes to (1) amend the Special Maritime and Territorial Jurisdiction Statute to include cyberspace, (2) define "inherently governmental function" to include tasks involved in the preparation or execution of combat operations, and (3) extend reporting requirements to include each cyber contractor's involvement in executed cyber operations. Together, these solutions will insulate contractors from crossing the threshold into being labeled as combatants in the context of adversary states' self-defense. [ABSTRACT FROM AUTHOR]