Board and monitoring roles
Mitigation agreements under the NISPOM, CFIUS, Team Telecom and the Justice Department's Data Security Program often require independent people inside the company: Outside Directors, Proxy Holders or Trustees who hold the foreign owner's governance rights, and Third-Party Monitors who report to the government. Chris Simkins has served in several of these roles and has advised companies and boards operating under all of them.
Outside Director, Proxy Holder and Trustee under DCSA
Under the NISPOM, DCSA mitigates foreign ownership, control or influence through a Special Security Agreement, a Proxy Agreement or a Voting Trust Agreement. Each puts independent people in the company's governance: Outside Directors who sit on the board and chair the Government Security Committee, or Proxy Holders and Trustees who exercise the foreign owner's voting rights and act as the board.
Mr. Simkins has served as an Outside Director and Government Security Committee chair of a foreign-owned company operating under a Special Security Agreement, and has counseled companies operating under all three arrangements.
Board and trustee roles under CFIUS, Team Telecom and the Data Security Program
CFIUS, Team Telecom and the Justice Department's Data Security Program also mitigate foreign ownership and control. Their agreements often require outside board representation, a voting trust or a similar structure, including arrangements modeled on the DCSA agreements.
Mr. Simkins has served as sole Trustee under a CFIUS voting trust agreement that also carried Data Security Program obligations, and has advised boards on all of these structures.
Third-Party Monitor
A monitor reports to the CFIUS monitoring agencies on the company's compliance with its National Security Agreement, reviewing the company's operations and technical controls against the agreement's terms.
Mr. Simkins has served as the designated Third-Party Monitor under a CFIUS National Security Agreement.
What we bring to these roles
Most candidates come from government or from law practice. We bring both, and the experience of running companies.
We have done the work
Mr. Simkins has chaired a Government Security Committee, administered a voting trust and reported to the CFIUS monitoring agencies as a Third-Party Monitor. He knows the meetings, the reports and the audits from the inside.
We have worked across the frameworks
Special Security Agreements, voting trusts, proxy arrangements and monitorships, under DCSA, CFIUS, Team Telecom and the Data Security Program, both as counsel and in the roles themselves.
We have sat on the government's side of the table
As the Justice Department's representative on CFIUS and Team Telecom, Mr. Simkins reviewed hundreds of transactions and negotiated mitigation agreements for the government.
We have run companies
Mr. Simkins has founded and led three technology companies. He understands budgets, boards, investors and the pressure a mitigation agreement puts on a business.
Request a bio.
A current bio for Mr. Simkins is available on request.