handling increased global anti-corruption enforcement · • willbros group, inc. • aga medical...

Handling IncreasedGlobal Anti-Corruption

Enforcement

November 11, 2008New York, NY

© 2008 Mayer Brown LLP and/or Mayer Brown International LLP

The Foreign Corrupt Practices Act:Handling Increased Global Anti-Corruption Enforcement

Tuesday, November 11, 2008New York, NY

Breakfast and Registration 8:30 a.m.

Optional Breakfast Briefing:Overview of the Foreign Corrupt Practices ActA nuts and bolts overview of the FCPA A short history of US law proscribing bribery of foreign

officials to obtain or retain business Jurisdiction: issuers, foreign subsidiaries, individuals, foreign

corporations Legal requirements and application Penalties

8:30 a.m. – 9:00 a.m.

Presenter: James T. Parkinson, Mayer Brown LLP

Introduction and Opening Remarks 9:00 a.m.

Update on Enforcement Trends and Case Studies Recent SEC and DOJ cases and activities Summary of enforcement trends

Monitors and how to avoid them

Penalties, fines and disgorgement

Prosecution of individuals Case studies: Entertainment expenses, facilitating payments

and more

9:10 a.m. – 10:15 a.m.

Presenters: Simeon M. Kriesberg, Mayer Brown LLPJames T. Parkinson, Mayer Brown LLP

Break 10:15 a.m. – 10:30 a.m.

Effective Compliance Preventative measures Pre-acquisition due diligence The role of internal investigations Activities that increase risks for corporations:

Acquisition of foreign subsidiaries – focus on duediligence

10:30 a.m. – 11:45 a.m.

© 2008 Mayer Brown LLP and/or Mayer Brown International LLP

Use of third parties to conduct business – consultantsand outside agents

Permissible payments for hospitality, gifts andentertainment

Presenters: Bryan D. Daly, Mayer Brown LLPZ. Scott, Mayer Brown LLP

Break and Serve Lunch 11:45 a.m. – 12:00 noon

Working LunchEffective International Internal Investigations Privilege and privacy issues across borders Changes in DOJ’s position (“Filip Memo”) and proposed

legislation (Attorney-Client Privilege Protection Act of 2008)affecting corporate prosecutions

Parallel proceedings Coordination among regulatory agencies across borders

12:00 noon – 1:30 p.m.

Presenters: Christof Gaudig, Mayer Brown LLPAndrew Legg, Mayer Brown LLPClaudius O. Sokenu, Mayer Brown LLP

Adjourn 1:30 p.m.

© 2008 Mayer Brown LLP and/or Mayer Brown International LLP.


Overview of the ForeignCorrupt Practices Act

James T. Parkinson, Partner, Mayer Brown LLP

Handling Increased Global Anti-CorruptionEnforcement


FCPA Overview

• U.S. law passed in 1977 to prohibit bribery of foreignofficials

– First aggressive anti-bribery statute among developed nations

• Two Main Components

– Anti-Bribery Provisions: Prohibits bribes (or offers to bribe) madeto foreign officials, whether directly or indirectly, for the purposeof obtaining or retaining business; “facilitating payments”permitted

– Accounting Provisions: Requires accurate books and records andadequate accounting and financial controls

• NB: no allegations of bribery are required

• Exposure: Includes both criminal and civil penaltiesincluding imprisonment, fines, disgorgement, suspensionor debarment from government contracts

Anti-Bribery: Elements

• Elements:– Offer, payment, promise, or authorization to pay– Anything of value– To any foreign official, political parties, or candidate for public

office– Whether directly or through a third party– For the purposes of influencing any act or decision– In order to obtain or retain business

• Exception: Facilitating or “grease” payments to facilitateroutine government actions

– For example: Obtaining permits, licenses, or other officialdocuments to qualify a person to do business in a foreign country

• Affirmative defense:– Reasonable and bona fide expenditures, such as travel and

lodging– Payment is lawful under laws of foreign country


Accounting Provisions

• Initial purpose: To prevent unaccounted-forcorporate slush funds used to pay bribes

• Requirements:

– Issuers must:• Make and keep accurate books and records

• Devise and maintain a system of internal accountingcontrols

– Knowingly falsifying any book, record, or accountmay result in criminal prosecution

Jurisdiction: Who May Be Subject to Liability Underthe FCPA?

• Domestic– All US “issuers” and private companies (“domestic

concerns”) using instrumentalities of interstatecommerce

• Includes foreign subsidiaries where issuer hasmajority of equity ownership

• Foreign– Foreign corporations subject to SEC regulation

(e.g., via ADRs) and using instrumentalities, e.g.,phone, mail, e-mail, facsimile

– All foreign corporations or individuals whenconduct occurred in the US, whether or not theyuse instrumentalities of interstate commerce

• Includes directors, officers, employees, andagents of entities subject to the statute

Who Enforces the FCPA?

• Criminal violations prosecuted by theDepartment of Justice (DOJ)

• Civil violations enforced jointly by theSecurities Exchange Commission (SEC) andDOJ

• Close coordination between SEC and DOJ

• Both can impose significant fines


Penalties: Criminal and Civil

• Corporate sanctions:– Fines of up to $2 million for each violation

of the anti-bribery prohibition

– Fines up to $25 million for violation ofaccounting provision

– Up to twice the benefit sought to beobtained (Alternative Fines Act)

– Record $44.1 million penalty (Baker Hughes$11 million criminal fine, $33 million civilpenalty and disgorgement)

– Disgorgement of proceeds associated withimproper payments

– Injunction to prevent future violations

– Suspension and disbarment

Penalties: Criminal and Civil (cont.)

• Individual sanctions:

– Up to $10,000 per civil violation; $100,000per criminal violation

• Indemnification or fines prohibited

– Up to 5 years imprisonment (anti-bribery)

• Recent sentences: 63 months, 37 months, 6months

– Up to 20 years imprisonment (accounting)

– Equitable remedies: Injunction, bar fromserving as director or officer

Contact

James T. Parkinson

202-263-3385

[email protected]



Update on FCPA Enforcement Activityand Case Studies

Simeon M. Kriesberg, Partner, Mayer Brown LLPJames T. Parkinson, Partner, Mayer Brown LLP



Update on Enforcement Activity and Case Studies

• History of enforcement activity

• Status report on 2008 enforcement

• Enforcement trends

• Case Studies

Update on FCPA Enforcement ActivityHistory of Enforcement Activity

FCPA Enforcement Actions by Year

208530SEC Actions

187722DOJ Actions

0

2

4

6

8

10

12

14

16

18

20

2003 2004 2005 2006 2007

DOJ Actions

SEC Actions


Update on FCPA Enforcement ActivityStatus Report on 2008 Enforcement

• Summary

– DOJ Criminal Prosecution Activity

• 6 Corporate Resolutions

• 1 Corporate Indictment

• 2 Pleas by Individuals

• 7 Individuals Indicted

• 4 Individuals Sentenced

– SEC Civil Enforcement Activity

• 6 Corporate Settlements

• 8 Individual Settlements

Update on FCPA Enforcement ActivityStatus Report on 2008 Enforcement (cont.)

• DOJ Criminal Prosecution Activity

– Corporate Resolutions: 6

• Willbros Group, Inc.

• AGA Medical Corp.

• AB Volvo

• Flowserve Corp.

• Faro Technologies

• Westinghouse Air Brake Technologies (WABTEC)

– Corporate Indictments: 1

• Nexus Technologies, Inc.


• DOJ Criminal Prosecution Activity (cont.)– Individual Pleas: 2

• Former officer and director of Kellogg, Brown and Root (Jack Stanley)• Former executive of Pacific Consolidated Indus. (Martin Self)

– Individual Indictments: 7• Owner and executive at Film Festival Management (Gerald Green)• Owner and executive at Film Festival Management (Patricia Green)• President of AMAC International, Inc. (Shu Quan Sheng)• Founder of Nexus Technologies, Inc. (Nam Nguyen)• Employee of Nexus Technologies, Inc. (Kim Nguyen)• Employee of Nexus Technologies, Inc. (An Nguyen)• JV partner with Nexus Technologies, Inc. (Joseph Lukas)

– Individual Sentences: 4• Ass’t to Latin America vice-president of Alcatel (Christian Sapzisian): 30 months,

forfeiture, supervised release• World Bank Trust Funds Manager (Ramendra Basu): 15 months• Vice president – Global Sales, ITXC Corp. (Steven Ott): probation• Managing Director – Middle east/Africa, ITXC Corp. (Roger Young): probation



• SEC Civil Enforcement Activity

– Corporate Settlements: 6• Con-Way Inc.

• Faro Technologies

• Willbros Group, Inc.

• AB Volvo

• Flowserve Corp.

• WABTEC


• SEC Civil Enforcement Activity (cont’d)– Individual Settlements: 8

• Officer and director of Kellogg, Brown and Root (JackStanley)

• General Manager - Onshore, Willbros Int’l (Jason Steph)

• Administrator and G.M. – Finance, Willbros Int’l (GeraldJansen)

• Employee, Willbros Int’l (Lloyd Biggers)

• Employee, Willbros Int’l (Carlos Galvez)

• Vice president – Global Sales, ITXC Corp. (Steven Ott)

• Managing Director – Middle East/Africa, ITXC Corp. (RogerYoung)

• Regional Director – Africa, ITXC Corp. (Yaw Osei Amoako)

Update on FCPA Enforcement Activity: Trends

• Continued high level of activity

• Backlog of investigations

• Individuals in the crossfire

• Corporate compliance monitors

• International enforcement cooperation

• Continued compliance challenges

– Travel and entertainment

– Facilitating payments


Case Studies

1. Fly-by-Night Corporation, a privately held U.S. company, isbidding on a major airport construction project for theProvince of Buenos Aires in Argentina. The provincialGovernor has expressed an interest in traveling to theUnited States to inspect other airports that Fly hassupplied. While in the United States, the Governor iseager to attend a World Wrestling Federation match atMadison Square Garden. The Governor’s husband isinterested in seeing the Broadway revival of “Evita.” TheGovernor’s five children are excited at the possibility ofvisiting the Trolley Museum in Kingston, New York. CanFly pay for these activities?

Case Studies

2. The Weigh-Me-Down Company (“WMD”) is a joint venturein which a U.S. company holds a 60 percent interest and aThai company holds the balance. WMD manufacturespaperweights in Thailand. All is going well, except thatthe Thai authorities have decided to impose a potentiallycrippling sales tax on paperweights manufactured forexportation; WMD is the only such paperweightmanufacturer in the country. Fortunately, help isavailable. The manager of the WMD manufacturing planthas a good friend in the Ministry of Finance and believesthat a discreet remunerative arrangement could beworked out that would lead to the granting of a taxexemption to WMD. What should the manager beadvised?

Case Studies

3. Due to consumer concerns over the safety of Chinese-origin toys, a publicly traded U.S. firm, We’re Game, Inc.,has concluded that it would be best to shift sourcing forthe U.S. market from China to Mexico, thereby also takingadvantage of NAFTA tariff preferences. As the firm’s CEOdevelops the business plan, she learns from theprospective supplier, Toys Factory, S.A. de C.V., that theMexican customs officials at the port of exportationroutinely expect to receive one bottle of Chablis or onecell phone (at the officials’ option) for each export permitthey issue. Should the CEO go forward on this basis? Ifso, can We’re Game keep the costs of these “gifts” off thebooks?


Contact

Simeon M. Kriesberg

202-263-3214

[email protected]

James T. Parkinson

202-263-3385

[email protected]



Effective Compliance

Bryan D. Daly, Partner, Mayer Brown LLPZ Scott, Partner, Mayer Brown LLP



FCPA Compliance

How FCPA Issues Arise

• Direct bribes to government officials

• Indirect bribes to government officials

• Entertainment, hospitality and other expenses

• Joint ventures, mergers & acquisitions andother business combinations

• Charitable contributions


Compliance Considerations

• Compliance program risks include:– Tone at the top is inconsistent with the compliance program.– Responsibility for compliance program delegated to persons

without adequate knowledge and understanding of FCPAissues.

– Due diligence efforts with respect to agents, business partners,consultants, etc. are not undertaken and/or properlydocumented.

– Poor training / communication / reporting mechanisms.– Documented policies are unclear.– Head in the sand attitude when dealing with agents.– Poor monitoring of program.– Program and/or due diligence efforts do not include a review

of applicable local laws.– Insufficient disciplinary measures taken in the event of

violations.– Failure to update program as a result of lessons learned.

FCPA Compliance Considerations

• Discussion of enforcement activity

– Travel and entertainment

– Charitable contributions

– Failure to monitor/audit FCPA compliance

– Agent retention and management


• Charitable contributions

– Corruption may be a factor if a government officialin a decision making position has an interest in orposition with a foreign charity

– Due diligence must be performed before making adonation

– After donation, confirmation that donation wasused for intended purpose should be conducted



• Agent retention and management– Business justification:

• Work to be performed

• Qualifications to do the work

– Interview requirements:• Agents should have a face to face meeting with country

manager or business unit manager

– Agent questionnaire• Potential candidate should provide information related to

background, ties to government officials, prior criminalhistory, finances and banking information, managementemployees in business.


• Agent retention and management (cont.)

– Background due diligence

• Red flags

– Countries with widespread history of corruption

– Agent is relative or business associate of foreignofficial

– Agent was recently a government official

– Request a high salary or commission

– Offshore payments

– Allegations of improper conduct


• Agent retention and management (cont.)

– Certification and contractual provisions

• No undisclosed ties to government officials

• Understands anti-corruption laws and corporate policies

• Agreement not to violate laws

• Agreement to audit

• Agreement to yearly training and certification



• Training

– Compliance efforts should include regular training

– All employees, agents and representatives whoseactivities could raise FCPA or anti-corruptionconcerns, or who supervise such persons shouldbe required to attend training

– Training must be tailored to issues, challenges andconducted in the language of the country ifnecessary

The Role of

Internal Investigations

Why Conduct an Internal Investigation?

• Determine facts

• Determine whether there was wrongdoing and, ifso, identify participants

• Assess company’s potential legal exposure

• Potential to get ahead of government to enablevoluntary disclosure

• Be prepared for media inquiries

• Manage public and customer relations

• Take corrective action


• Decide whether to conduct investigation at all

• Define scope of investigation: Don’t start withoutinvestigation plan

• Be aware of implications for privileges andconfidentiality

• Select investigation team and establish reportingand supervision structure

• Anticipate what could go wrong

Preliminary Steps

• Existing or anticipated government investigation

• Existing or potential whistleblower

• Means of learning facts and formulating defenses

• Option for voluntary disclosure

• Duty to investigate (e.g. Sarbanes-Oxley)

• Country-specific considerations

• Good corporate governance

Factors To Consider When DecidingWhether To Conduct Investigation

• Keep in mind likelihood that results of investigation maybe shared with government and potentially internationalauthorities

• Select approach regarding documenting investigation:comprehensive, sanitized, or nothing in writing

• Identify key factual and legal issues

• Fact gathering

– Identify witnesses and conduct interviews

– Decide whether outsiders (e.g., former employees, vendors) willbe interviewed

– Identify and preserve relevant documents

Developing Investigation Plan


• Maintain privilege: Upjohn letters

• Understand that providing results of investigation to governmentmay constitute waiver to the world and assess potential impact oncivil litigation (see Lawrence E. Jaffe Pension Plan v. HouseholdInternational, Inc., 244 F.R.D. 412, 430-433 (N.D. Ill. 206 (surveyingapproach among circuits to selective waiver))

• Understand that government can no longer ask corporations towaive privilege to demonstrate cooperation or credit/penalizecorporations for waiving/not waiving privilege (see RemarksPrepared for Delivery by Deputy Attorney General Mark R. Filip atPress Conference Announcing Revisions to Corporate ChargingGuidelines (Aug. 28, 2008), available athttp://www.usdoj.gov/dag/speeches/2008/dag-speech-0808286.html)

• Country-specific considerations

Privileges and Confidentiality

Investigation Team and Structure

• Make-up of team– Lawyers or non-lawyers– In-house or outside counsel– Role of non-lawyers

• Reporting and supervision– Who should team answer to

• General counsel• Management• Board of Directors• Audit Committee of Board

– Considerations• Type of investigation• Severity of wrongdoing• Involvement of employees/officers as witnesses or participants• Applicability of Sarbanes-Oxley

• Fact gathering• Maintain privilege via Upjohn letters• Collect documents

– Liability for obstruction of justice can arise even beforegovernment issues subpoena

– Avoid allegations of obstruction of justice by directing employeesto suspend document retention policies at outset of investigation

• Conduct interviews– Duty to cooperate, i.e., cooperating may be a condition of

employment– Possible employment rights: separate counsel, presence of union

rep, legal fees, notice of investigation, receipt of Report ofInvestigation

– Advise interviewees that counsel represents entity only andanything stated can be disclosed to government without theirconsent or prior knowledge

Conducting The Investigation


• Considerations:

– Legal obligation to disclose

– Available voluntary disclosure program

– Avoidance of ongoing liability

– Preservation of company reputation

– Chances of facts coming out independently

– Potential waiver of privilege

Report To Government Or Not

• Measures to prevent recurrence (complianceprogram)

• Revisions to company policies and procedures

• Employee discipline (reprimand to termination)

• Accounting Corrections

Corrective Actions

???

What Could Go Wrong


Activities That Increase Risk for Corporations

• Acquisition of foreign subsidiaries

• Use of international intermediaries

• Permissible payments

Acquisition of Foreign Subsidiaries

• Potential liability

• Issuer:

– Anti-bribery – violation if evidence of knowledge of bribes

– Internal controls – violation if evidence that issuer did notact in “good faith to use its influence, to the extentreasonable under the issuer’s circumstances to cause suchdomestic concern or foreign firm to devise and maintain asystem of internal accounting controls … Suchcircumstances include the relative degree of the issuer’sownership of the domestic or foreign firm …”

• Subsidiary – domestic concern

– Anti-bribery – if sufficient evidence of knowledge

– Internal controls – these provisions only apply to issuers

Acquisition of Foreign Subsidiaries

• DOJ has issued at least two opinion letters regarding acquisition offoreign subsidiaries (DOJ Opinion Procedure Release 2003-01 and2008-02) and one opinion letter regarding formation of joint ventures(DOJ Opinion Procedure Release 2001-01)

• Full due diligence of target– Principals– Government Contracts– Government licenses– Customs duties– Tax Obligations– Agents/Subcontracts/Distributors/Other intermediaries– Compliance program– See checklist below

• Require target to make representation of FCPA compliance for allcontracts

• Require termination of any agent who does not satisfy due diligence• Enter new agreements with agents with rigorous anti-corruption

provisions


Due Diligence Checklist for Prospective ForeignAcquisitions

• High risk countries• Evaluate foreign company’s compliance program

– Content– Training– Internal controls– Books and records– Compliance history

• Review business with government• Due diligence of third parties on government business• Public/proprietary databases

Checklist for FCPA Compliance on Retention ofInternational Intermediaries

• Retention process– Application, questionnaire and references– Prior experience– Background check

• Financial Arrangements• Company Contact• Prior Work with Company

– Embassy review– Written recommendations by business people and division

management– Personal interview of consultant by compliance official outside

division– Retention above division– Approval of management– Media search– Memorialize review process

Red Flags

• It is a red flag if your agent,distributor or representative

– Has been accused of improperbusiness practices

– Has influence on buying decisionand reputation for bribes

– Has a family or otherrelationship that couldimproperly influence customer’sdecision

– Approaches you near decisiontime and explains that he/shehas “special arrangement” withan official

– Insists on receiving commissionpayment before awardeddecision

– Requests that commissions orother payments be made in athird country or to anothername

– Asks for unusually largecommission or other payments

– Is “requested” by a specificcustomer


Red Flags II

• High risk countries – TransparencyInternational CorporationPerception Index

• Experience and expertise in thebusiness line

• Intermediary does not haveadequate staff in size, experience,expertise

• Application hasmisrepresentation/inconsistencies

• Intermediary requires payment incash or bearer bonds

• Intermediary uses shellcorporations for payment

• Intermediary will not use writtenagreement, only oral agreement

• Intermediary requires vaguedescription of scope of work

• Intermediary worked in samegovernment office previously

• Intermediary has family membersin government office

• Intermediary has financialrelationship (past or present) withgovernment official

• Intermediary was recommended bygovernment official

• Intermediary refuses training orother standard contract terms

• Intermediary refuses to preparemonthly activity reports

• Reputation in business community• Past legal problems

What Type of Information Is Required?

• A due diligence review should contain– Detailed company information– Business and technical qualifications– Company ownership and management

• Does a goverment official have an ownershipinterest?

– Family relationships of individuals, owners ormanagers

– CVs– At least, 3 independent business references– Review of employees and third parties– Disclosures of private bankruptcies or law suits– Media search

Facilitation Payments

• Specifically permitted under FCPA 15 U.S.C. §§ 78 dd-1(b), -2(b), -3(b), -(f)(3)(A)

• Anti-bribery provisions do not apply “to any facilitatingor expediting payment to a foreign official, politicalparty, or party official, the purpose of which is toexpedite or to secure the performance of a routinegovernmental action by a foreign official…”

• Specific exceptions:– Obtaining permits, licenses to do business– Processing government papers – visas– Police protection, mail delivery– Phone service, power, water supply, loading/unloading

cargo, perishable products


Facilitation Payments

• DOJ steadfast in refusal to define grease payments

• You know it when you see it– Amount – Rule of thumb: less than $1,000

– Key factor: Purpose of payment – Is it truly ministerial?• Reduce a customs/tax obligation

• Licenses/permits/registrations tantamount toobtaining/retaining business

• Were you clearly entitled?• Where is $$ going?

• Example: US v. Vitusa Corporation

• Don’t forget local law

• Business Nexus Rule – US v. Kay; SEC v. Baker Hughes

Travel and Entertainment• Affirmative Defense to Anti-bribery violation 15 U.S.C. § 78 dd-

1(c)(2):– Company is permitted to pay “reasonable and bona fide” expenses of

government officials “such as travel and lodging expenses” incurred inconnection with either:

• “Promotion, demonstration or explanation” of products or services• “Execution or performance of a contract with a foreign government or

agency”

• Right Way: DOJ Opinion Procedure Releases 2007-01, 2007-02– Government officials selected by foreign country– Official had no decision-making authority regarding operations in country– Payments directly to service provider, not government official– Airline economy class– Sponsorship for U.S. visit complied with local law– No per-diem stipend– Reimbursement for incidental daily expenses with receipts– Souvenirs are nominal value– No expenses for family members– Modest tours permitted

• Wrong way: Lucent

– 315 Trips

– Value = $10 million

– “Side trips:” Las Vegas, Disney World, Hawaii, NiagaraFalls

– Spouses and children included

– Per diem: $500 - $1,000

– Traded trip for MBA tuition - $21,000

– Internal controls violations – lack of training

– Books and records violations – “Factory InspectionAccount” without factory tours

Travel and Entertainment


Contact

Bryan D. Daly

213-229-5144

[email protected]

Z. Scott

312-701-8343

[email protected]



Effective InternationalInternal Investigations

Christof Gaudig, Partner, Mayer Brown International LLP

Andrew Legg, Partner, Mayer Brown International LLP

Claudius O. Sokenu, Partner, Mayer Brown LLP



Anti-Corruption Enforcement

in the UK

Overview

• Current UK law and offences

• Penalties

• Who investigates and enforces?

• Proposals for reform

• Some recent cases


UK Anti-Bribery Framework

• “Widely recognised that the current substantive law governingbribery in the UK is characterised by complexity and uncertainty”(OECD, Phase 2 Report, 17 March 2005).

• “Seriously concerned about the UK's continued failure to addressdeficiencies in its laws on bribery of foreign public officials and oncorporate liability for foreign bribery” (OECD, 17 October 2008).

• “Whilst there was “welcome” evidence of progress in some areas,current laws were not adequate. There is a question about whetherthere is the political will [in the UK to investigate companiesaccused of foreign bribery]…we are saying the situation cannot goon" (Mark Pieth, Chairman of the OECD's Working Group onbribery, 17 October 2008).

• “It is time the UK Government accepts its failings and commits tourgent and robust action” (Chandrashekhar Krishnan, UK ExecutiveDirector of Transparency International, 17 October 2008).

UK Anti-Bribery Framework

• Common law:

– Where a person performing a public duty takes a bribeto act corruptly in discharging that duty, both partiescommit an offence.

• Statutes:

– The Public Bodies Corrupt Practices Act 1889

– The Prevention of Corruption Act 1906

– The Prevention of Corruption Act 1916

– The Anti-Terrorism, Crime and Security Act 2001

The Public Bodies Corrupt Practices Act 1889

• Criminalises acts of bribery involving “public bodies”

• Public body is defined as any body that has public or statutoryduties to perform and which performs those duties for the benefitof the public rather than for private profit.

• Includes local government, councils, persons holding public officeas a member/employee of a public body.

• Prohibits a person from corruptly soliciting/receiving any gift oradvantage for doing or not doing anything in respect of a matteror transaction in which the public body is concerned.

• Prohibits corrupt promises or offers as inducement or rewardregarding transactions concerning a public body.


The Prevention of Corruption Act 1906

• Criminalised the bribery of “agents” (which includes governmentofficials) whether in the public or private sector.

• Prohibits corruptly accepting or obtaining agift/reward/inducement for doing or not doing any act or showingor not showing favour to any person in relation to his principal'sbusiness.

• Prohibits corruptly giving or offering any gift to agents asinducement for doing any act or not doing or showing favour toany person in relation to principal's business.

• Prohibits knowingly giving any agent, or for any agent knowinglyto use, with intent to deceive his principal, any document in whichhis principal is interested, and which contains any false statement,and which to his knowledge is intended to mislead the principal.

The Prevention of Corruption Act 1916

• Introduces presumption of corruption in certain cases.Burden of proof is reversed - an accused person is deniedpresumption of innocence.

• If proved that any money, gift or other consideration isgiven to or received by a person in employment of herMajesty or any government department or public body,by or from a person seeking to obtain a contract, paymentis deemed to have been given corruptly, unless contrary isproved.

• The Law Commission has recommended abolition of thispresumption and the Government has said it will repealthis law soon.

The Anti-Terrorism, Crime and Security Act 2001

• Extended common law offence of bribery plus most statutoryoffences to acts carried out in a territory outside UK and to actsdone in relation to foreign officials.

• Amended scope of UK law relating to bribery to apply them topublic bodies located outside UK and to agents and their principalswho have no connection with UK.

• Also gives jurisdiction to prosecute offences committed abroad byUK nationals and companies incorporated under UK law, even ifno part of offence took place in UK.

• Parent company can be held criminally liable if it can be shown tohave authorised, directed or actively connived in an act of briberyby any of its overseas subsidiaries.


Penalties

• Maximum penalties: 7 years imprisonment and/or anunlimited fine.

• Offender may be liable to pay the public body theamount/value of any gift as received and may beprohibited from holding public office for a specifiedperiod.

• Confiscation of proceeds of corruption or economicbenefit resulting from the corrupt activity.

• Serious Crime Prevention Order – appointment of amonitor?

Who Investigates and Enforces?

• Serious Fraud Office (“SFO”) has power to investigateserious or complex fraud in England, Wales and NorthernIreland (but not Scotland, the Isle of Man or the ChannelIslands).

• Criminal Justice Act 1987 provides the SFO with statutorypowers to compel anyone to answer questions, provideinformation or produce documents.

• Approximately 20/30 cases are accepted by the SFO eachyear.

• At present, the SFO has 80 cases under investigation orgoing through the courts.

Proposals for Reform

• “The basic offences of corruption are … very old. To mymind they are probably no longer fit for purpose.” (RobertWardle, previous SFO Director, 15 November 2007).



• The existing statutory and common law bribery offencesshould be repealed/abolished.

• There should be a comprehensive bribery offence settingout the potential liability of the payer of the bribe and therecipient.

• In the domestic context, the distinction between publicand private bribery should be abolished.

• A new and separate offence of bribery of a foreign publicofficial should be introduced.

• Application of the laws to be extended to foreignnationals who are UK resident regardless of where theconduct occurred.


• Ministers have said a “comprehensive” plan to tackle bribery isbeing developed.

• The UK’s Law Commission is conducting a review of policy optionson which it is due to report on 20 November 2008. TheGovernment has said it plans to publish a draft bill based on theLaw Commission's review.

• In a written statement on 15 October 2008, Jack Straw (JusticeMinister/Lord Chancellor and recently appointed as theGovernment’s “Anti-Corruption Champion”) said:

“We have written to the OECD about our plans to develop acomprehensive UK strategy for tackling foreign bribery…thisstrategy will build on the solid foundation we haveestablished for combating foreign bribery and strengthen ourwork with international partners, establishing a clear legal,regulatory and policy framework.”

Recent Cases

• BAE Systems Plc

• CBRN Team Limited

• Balfour Beatty Plc


BAE Systems Plc

• BAE Systems Plc was involved in a high value arms deal(“AI Yamamah”) with Saudi Arabia.

• In 2004, the SFO commenced an investigation into allegedbribery and corruption by BAE Systems Plc in relation to AIYamamah contracts. BAE Systems Plc was accused ofmaintaining a £60 million Saudi slush fund.

• In November/December 2006, widely reported that SaudiArabian Government had threatened to suspenddiplomatic ties with UK and cancel further arms deals ifSFO investigation not discontinued.

• On 14 December 2006, the SFO Director announced thatSFO was ending its investigation.

BAE Systems (cont.)

• Press release stated:

“The Director of the Serious Fraud Office has decided todiscontinue the investigation into the affairs of BAE SystemsPLC as far as they relate to the AI Yamamah defence contractwith the Government of Saudi Arabia. This decision has beentaken following representations that have been made both tothe Attorney General and the Director of the SFO concerningthe need to safeguard national and international security.

It has been necessary to balance the need to maintain therule of law against the wider public interest. No weight hasbeen given to commercial interests or to the nationaleconomic interest.”

BAE Systems (cont.)

• Article 5 of the OECD Convention provides:“Investigation and prosecution of the bribery of aforeign public official shall be subject to theapplicable rules and principles of each Party. Theyshall not be influenced by considerations of nationaleconomic interest, the potential effect upon relationswith another State or the identity of the natural orlegal persons involved.”

• OECD said “a number of questions remain unanswered”and it has “serious concerns as to whether the decisionwas consistent with the OECD Anti-Bribery Convention.”(OECD, Follow-up Report to Phase 2 Report, 21 June2007).


BAE Systems (cont.)

• Leave for judicial review of the SFO decision was granted on 9November 2007 and High Court hearing took place in February2008.

• On 10 April 2008, the High Court ruled that the SFO “actedunlawfully” by dropping investigation.

• The Times described the ruling as: “one of the most stronglyworded judicial attacks on Government action” which condemnedhow “ministers ‘buckled’ to ‘blatant threats’ that Saudicooperation in the fight against terror would end unless the...investigation was dropped”.

• On 24 April 2008, the SFO was granted leave to appeal to theHouse of Lords against the High Court ruling. There was a two-dayhearing before the Lords on 7 and 8 July 2008.

BAE Systems (cont.)

• On 30 July 2008, the House of Lords unanimouslyoverturned the High Court ruling, stating that the decisionto discontinue the investigation was lawful.

• The Law Lords ruled that the SFO Director had actedlawfully in deciding that public interest in pursuing animportant bribery allegation was outweighed by publicinterest in protecting lives of British citizens.

• The issue was not whether the SFO Director's decisionwas right or wrong, but whether it was a decision he waslawfully entitled to make.

BAE Systems (cont.)

Meanwhile…• SFO continues investigations into other aspects of BAE Systems

Plc’s dealings.

• US Department of Justice has commenced its own investigation.

• Widely reported that the UK has been slow to respond to requestsfrom the US for access to evidence gathered by the SFO.

• In June 2007, BAE Systems Plc hired Lord Woolf (former Law Lord)to chair an independent committee reviewing its businesspractices. The Woolf Committee Report was published on 6 May2008.

• On 22 July 2008, BAE Systems Plc announced a three-yearprogramme which will fully implement and embed all 23recommendations of the Woolf Committee Report.


CBRN Team Limited

• In September 2008, the Overseas Anti-Corruption Unit ofthe City of London Police announced that an employee ofCBRN, a UK security consulting firm, and a Ugandanofficial pleaded guilty to bribery charges stemming from ascheme in which CBRN paid the Ugandan official in orderto receive a contract to advise the Ugandan PresidentialGuard.

• CBRN employee received a suspended sentence.

• Ugandan official sentenced to twelve months'incarceration.

CBRN Team Limited (cont.)

Points to note:

• Represents first UK convictions for bribery of foreignpublic official.

• Prosecution handled by the Crown Prosecution Serviceand not SFO.

• UK’s ability to prosecute foreign official who took bribesets UK’s legislation apart from FCPA. Under FCPA, onlythe giver of the bribe, and not the foreign official whoreceived bribe may be prosecuted.

Balfour Beatty Plc

• Balfour Beatty, a UK construction group, conducted an internalinvestigation into the accounting treatment of certain paymentirregularities within a subsidiary involved in a joint venture with anEgyptian company.

• The payments related to certain contracts in which the subsidiarywas involved as part of a US$130m UNESCO project to rebuild theAlexandria Library in Egypt between 1998 and 2000.

• In April 2005, Balfour Beatty self reported the irregularities to theSFO following which the SFO launched an official investigation.The UK press reported that the SFO was investigating allegedforeign bribery in connection with the payment irregularities.Balfour Beatty has denied the bribery allegations.


Balfour Beatty Plc (cont.)

• Traditionally, SFO may have pursued a long and costly criminalprosecution.

• Here, SFO took unprecedented action in obtaining (with BalfourBeatty’s consent) a Civil Recovery Order to claw back theproceedings of any “unlawful conduct” through the recovery ofproperty (or forfeiture of cash) which is, or represents, propertyobtained through unlawful conduct.

• On 6 October 2008, under terms of the Civil Recovery Order,Balfour Beatty agreed to pay £2.25m and contribute to the costsof proceeds.

• Balfour Beatty is to put in place compliance processes to ensureagainst a repeat of the irregularities, and to submit theseprocesses to supervision under an agreed external monitoringprogramme.

Balfour Beatty Plc (cont.)

Points to note:

• First time a company has reached this type of civilsettlement as part of a foreign briberyinvestigation.

• Significant event in UK's enforcement of anti-corruption laws.

Anti-Corruption inGermany


The German Perspective

General Awareness

• Corruption now considered by the public as a seriouscrime. Situation in the past:

“Corruption offences do not play an important role in thepractice of criminal enforcement. The case numbers are low,the estimated numbers of unknown cases is high.”

• Awareness has considerably changed due to the largecorruption investigations at companies like Infineon,Siemens, Daimler Chrysler and the like.


• Companies have – reluctantly – become aware ofthe threat of corruption in their ownorganizations and have in recent years started toinstall the necessary compliance and internalcontrol systems.

• Corruption investigations have increaseddramatically lately. However, the corruption casesinvestigated are still regarded as the “Tip of theIceberg.”


• Important Legislative Initiatives

– Act about fighting corruption of Aug.13, 1997

• Major changes in existing anti corruption regulations inthe German Criminal Code

– Act about fighting international corruption of Oct.09, 1998 “IntBestG“ (legislative implementation ofOECD Convention of Dec. 17, 1997 into nationalGerman law)



• Equal treatment of foreign officials with national officialsin connection with corruptive acts

• Limits the scope of § 334, 335, 336 and 338 para 2 StGB(German Criminal Code) to future acts and decisionsonly

• German Criminal Codes regulations refer also to actsand decisions in the past

• Reform of income tax code at the same time

• Abolishment of tax deductability of bribes paid inGermany and foreign countries (§ 4 para 5 No. 1 EStG)


• Act about fighting corruption in the EU ofOct. 09, 1998 “EUBestG“ (legislativeimplementation of EU Protocol of Sept. 27, 1996into national German law)

– Almost identical with InBestG

– Refers only to future official acts

• UN Convention of Oct. 31, 2003, signed byGermany on Dec. 09, 2003, not yet ratified


• Amendment Act of the Criminal Code of May 30,2007

– Corruption of foreign officials and judges

– Corruption of German officials by German nationalscan be prosecuted also if the acts were comittedoutside of Germany and not necessarily in connectionwith a commercial act (ex: Obtaining permissions etc.)

– Corruption in business transactions other than inconnection with competitive situations (ex: Bribe inorder to obtain a loan)



• National Criminal Law

– Bribery of private persons and entities: § 299 - 300StGB

• Imprisonment up to 3 years in normal cases

• Imprisonment of 3 months; up to 5 years in severe cases(large briberies, ongoing bribery as organized crime)


– Bribery of public officials: § 331 - 334 StGB

• Varying imprisonment terms for rep. violations ; upto 3 years in normal cases, judges or arbitrators – 5years

• Imprisonment of 1 year – 10 years in severe cases (§ 335 StGB; large bribes, ongoing bribery ororganized crime)


• Legal issues for executives / risk managementduties

– Necessity for Compliance Systems as a consequenceof duties under §§ 93 para 1 AktG, § 43 para 1GmbHG

– Duty of owners and executives of companies toinstall control mechanisms to avoid risks for thecompany endangering ist existence (§ 130 OWiG) :Penalty of up to 1 Mio €



– Extensive forfeiture rules against individuals andcompanies in §§ 29 – 30 OWIG against individualsand companies

– Bribes paid with company money are regularlyalso embezzlement ( § 266 StGB); executives havea duty to preserve the property of the company;embezzlement leads to damage claims against theresponsible executives


– Company must claim damages from suchexecutives under certain circumstances (example:ARAG/Garmenbeck decision Court of AppealsDuesseldorf against former member of executiveboard : 54,9 Mill. DM verdict)


• Development of investigation activities (source:Corruption Report 2005 and 2007 FederalCriminal Office BKA)

– 1996 410 investigations



– 14.689 single corruption offences in 2005 (i.e. 93%more than 2004 due to some major investigationswith lots of suspects)



– Increase due to the installation of special Anti-corruption squads in the German states (Länder)

– International corruption cases do not yet play asignificant role in the report


• International corruption cases do not yet playa significant role in the report

– Target areas : Public administration 91%

– Public procurement : 3058 cases

– Public supplies: 1981 cases

– Construction : 414 cases

– Public services : 152 cases

– Other administrative acts: 701 cases

Recent Court Cases

• Siemens cases

– District Court of Darmstadt (May 14, 2007)

– 6 million bribe to executives of Italian energycompany Enel in connection with the constructionof a nuclear power plant in Italy

– Convictions of 9 months and 2 years (suspended)imprisonment


Recent Court Cases

– Conviction of company: Forfeiture of profits fromthe business transaction in the amount of 38 Mill €to the State („absorption of profits“) in addition tosubstantial forfeiture by Italian courts

– Revision to German Supreme Court is filed

– District Court of Munich

Recent Court Cases

• German Supreme Court, 5th. Senate

“ City of Wuppertal “

– Offer and acceptance of financial advantages by aWuppertal based construction company to a deputyof the Wuppertal City Council

Recent Court Cases

• German Supreme Court, 5th Senate(5 STR 119/05) "Cologne Waste Management”

– Bribery Payments in the amount of 20 Mill DM inconnection with the construction of a 800 Mill DMwaste disposal plant.

– Confirmation of sentencing of General Manager ofthe operating company (AVG) pursuant §§ 299, 300StGB. Suspect was not a “Civil Servant“ in the senseof § 11 para 1 No. 2 lit. c StGB.


Recent Court Cases

– Bribes have to be declared at the tax authorities.

– The Supreme Court decided also about theamount that can be forfeited under §§ 73 ff. StGBat the advantaged company.

– General rule: Not the whole contractual amount(in this case 800 Mill DM), but only the wholeeconomic value of the order achieved by thecorrupt act.

Recent Enforcement Activities

• Police Investigations

– Siemens investigation in the area of “Com”

– Siemens investigation regarding bribes to tradeunion “AUB”

– Daimler Chrysler AG

• Massive corruption in the bus-sector

• Dismissal of several high ranking senior executives invarious countries.

Recent Enforcement Activities

• Investigation of the Cologne Police against large

energy supplier

– Corruption (acceptance of advantages) of membersof executive boards of various energy distributors onthe local community level.

– Energy concern invited executive board members tovarious luxury travels, officially declared as“information conferences”objectively consisting ofmere leisure time activities.


Effective InternationalInternal Investigations

Overview

• What to do first?

• Document management and employeeinterviews

• Privilege

• Cross-border information requests

• International cooperation

• The settlement process

• Parallel proceedings

Fact Scenario

The sky was blue and cloudless. John Cadogan,GC of New Century Inc, a worldwideconglomerate, stood at the window of his 38th

floor mid town office. He blinked in thebrightness as he took in the beauty of thecityscape and the dark reflective surface of theHudson river beyond. The phone on his desklet out a harsh ring and he reached across andpressed a well used button. A familiar femalevoice filled the room. It was not his wife.


Fact Scenario (cont.)

The disembodied voice was that of EmmaSloane, a young and able English lawyer whomJohn had recruited several years previously tohead up the legal function in the EMEA region.She was calling from London. Her voice wascalm but had an edge. John just knew badnews was coming.


Emma told John that early that day teams ofpolice officers had called unannounced at theoffices of New Century Limited in London andalso at the offices of New Century GmbH inCologne. At the same time police had called atthe London home of the CFO and also at thehomes of various other employees in the UKand Germany. A large number of files andcomputer hard drives had been taken away.


Emma told John that these raids had been theresult of a tip off to the police that thecompany had paid bribes to key governmentofficials in certain West African states. Shereminded John of the various lucrativecontracts that had been awarded there overrecent years.

Next steps?


What To Do First?

• Disclosure required and, if so, to whom?• Is an internal investigation necessary and who should carry it out?• Decide on objectives and scope of the investigation• Suspend automatic destruction of documents and electronic data and

issue preservation memo• Get organised – assemble an appropriate investigation team• Secure corporate and criminal counsel for the company in relevant

jurisdictions• Does an employee require independent counsel? (who bears the

cost?)• Communications/public relations issues

– With auditors?– With insurers?– With shareholders/capital markets?– Within the company (what is the message?)

• Act swiftly


On behalf of New Century Inc, John instructsoutside counsel to carry out an internalinvestigation. Outside counsel retained wish toreview relevant documents and to interview anumber of employees in the UK and Germany.

Document Management and EmployeeInterviews

• Essential to ensure that evidence gatheredlawfully with due regard for the rights ofwitnesses/suspects

• Preserve the forensic integrity of all records (useof IT experts)

• Document review - potential data protection andprivacy issues


Document Management and EmployeeInterviews (cont.)

• Interviews with key employees:

– Issues to consider:

• Access to witnesses

• Order of interviews

• Joint interviews?

• Privilege regarding interview notes?

Maintaining Privilege

• Akzo Nobel (2007): European Court of First Instanceheld that communications between In-house lawyersand their clients were not protected by privilege inthe context of a European Commission investigation

• Practical tips:– Restrict communication with external lawyers to

members of the core investigation team

– Ensure any advice not disseminated more widelywithin the company

– Avoid creating unnecessary records or documents,particularly ones expressing views on the investigation


The internal investigation is continuing whensuddenly New Century Inc receives from theDoJ and SEC a request for a broad range ofinformation (including hard copy documents,e-mail correspondence, account records andtelephone recordings).


Cross-Border Information Requests

• Is there jurisdiction to require production?

• What is data privacy and protection?

– Europe?

– US?

• Is there a blocking statute?

• Application of data privacy regulations


The DoJ and SEC conclude that they cannot get allthis information directly from New CenturyLimited and New Century GmbH.

What might they do?

International Cooperation

• If no voluntary production:

– Mutual Legal Assistance Treaties - utilise localpowers to obtain production of documents ordisclosure of information (e.g. s2 Criminal JusticeAct 1987)?

– Memoranda of Understanding

– Letters Rogatory?

– Informal channels



James Eaton, the Regional Sales Manager forthe West African states, is in the US for aconference. He is detained for two hours atJFK. The contents of his laptop and blackberryare downloaded by representatives of theDepartment for Homeland Security.

International Cooperation and InvestigativeTechniques

• “Ambush interviews” at employees’ homes

• Border stops:

– Conducting interviews without counsel

– Search and seize hard copy and electronicdocuments

– Serve subpoenas/detention

– e.g. BAE Systems: detention of CEO and a non-executive director at George Bush Intercontinentaland Newark Airports respectively in May 2008

International Cooperation and InvestigativeTechniques

• Coordinated search warrants

• European arrest warrants

• US-UK Bilateral Extradition Treaty

– Signed:

• By the UK in March 2003

• By the US in May 2007, but not yet ratified by Congress

– Imbalances in requirements for the US and UK

– Controversial extraditions:

• NatWest Three

• Ian Norris, former CEO of Morgan Crucible



Outside counsel are requested to provide aninterim report setting out the results so far andthe range of possible outcomes.

The Settlement Process• Should a written report be produced? Separate factual and legal

reports? Effect of production to a regulatory authority?

• Partial settlements and resulting insurance coverage issues

• The corporation settling with the government

• The on-going investigation of individuals

• The Wells Notice Process

• The impact of individual undertakings on the corporation’sdecision to settle with the government

• Deferred or non-prosecution agreements

• Compliance monitors

• Double jeopardy:

– Protection generally only within the same jurisdiction.

– Discretion regarding foreign sanctions/punishment (e.g. Akzo Nobel)

Parallel Proceedings: Caught in the Crossfire

• Roadmaps for attendant civil proceedings

• The shareholder lawsuits

• Derivative action

• Civil litigation (Alcoa)

• Disclosure of investigation results


Conclusions

Multi-jurisdictional investigations require:

• Familiarity of local practices and procedures

• Understanding statutory requirements

• Cooperation of the various authorities in differentcountries

• Managing conflicting demands of theinvestigators in different jurisdictions

• Awareness of different investigative techniques

Contact

Christof Gaudig+49 (0) 221-5771-115

[email protected]

Andrew Legg+44 (0)20 7782 8386

[email protected]

Claudius O. Sokenu(212) 506-2629

[email protected]

Bryan D. DalyPartnerLos Angeles

[email protected]: +1 213 229 5144Fax: +1 213 576 8127

ExperienceBryan D. Daly is a partner at Mayer Brown. His practice includes white collar criminal defense and complex civillitigation. Mr. Daly is a former Assistant United States Attorney for the Central District of California, Criminal Division,Public Corruption and Government Fraud Section.

As a federal prosecutor, Mr. Daly was responsible for the investigation and prosecution of a wide variety ofgovernment fraud cases, including health care fraud, bank and mail fraud, defense contractor fraud, environmentalviolations, and criminal tax cases. From 1991 through April 1995, Mr. Daly served as Director of the government'sSouthern California Government Fraud Task Force and supervised over 100 law enforcement agents from variousfederal agencies. He received the 1992 Department of Justice Director's Award for Superior Performance as anAssistant United States Attorney, and the 1994 Department of Justice Special Achievement Award for SustainedSuperior Performance as an Assistant United States Attorney.

In private practice, Mr. Daly has represented businesses and executives under investigation or charged with whitecollar criminal offenses. He has also conducted internal investigations and compliance inquiries for a number of majorcorporations. In this capacity, Mr. Daly has worked closely with management to create effective training andcompliance programs for employees. He has also investigated fraud and other allegations of misconduct on behalf ofthese companies, and has coordinated voluntary disclosures and case referrals to the Department of Justice and otherimpacted agencies where appropriate.

Mr. Daly has lectured extensively throughout the United States concerning federal laws covering business crimes andtechniques of investigating and defending corporate criminal cases.

EducationRutgers University School of Law, JD, 1985 • Ramapo College, BA, 1982

Admitted

United States Court of Appeals, Ninth Circuit, 1995

United States District Court, Central District of California, 1985

California, 1985

Publications

"White-Collar Lawyer Is Needed If Criminal Liability Is Possible," Los Angeles Daily Journal (July, 2003)

Seminars

Panelist, CLE International Program, Internal Investigations (March, 2005)

Professional Activities

Director, Southern California Defense Procurement Fraud Task Force, 1991-1995

United States Attorney's Office, Criminal Division, Central District of California, 1990-1995

Los Angeles County and American Bar Associations State Bar of California

Christof GaudigPartnerCologne


ExperienceChristof Gaudig is a corporate and transactional attorney who advises domestic and international clients across abroad spectrum of mergers and acquisitions activities and general business matters. He is Partner-in-Charge of MayerBrown’s Cologne office and co-head of the firm’s German Corporate practice.

In the course of his practice, Christof represents international investors and multinational corporations, with aparticular focus on companies in the automotive, chemical, healthcare, and IT/telecommunications sectors. Christofalso advises insurers and reinsurers regarding complex transactions and legal proceedings.

Prior to joining Mayer Brown in 1997, Christof worked with another international law firm, first in London and,subsequently, in Frankfurt. Christof is fluent in German (native speaker) and English and speaks conversationalPortuguese.

EducationSecond State Examination, 1994 • Referendar, 1990–1994 • First State Examination, 1989 • Universities of Cologneand Freiburg, 1983-1989

Admitted

Germany, 1994

Publications

"Portuguese Group of Companies Law," Nomos, Stuttgart, 1993

Seminars

Lecturer for International Transactional Law at University of Applied Science, Cologne, and APU Cambridge,1999–2005

Tutor at University of Cologne, 1993

Simeon M. KriesbergPartnerWashington DC


ExperienceFor three decades, Simeon M. Kriesberg has helped clients in the US and other countries address the wide range oflegal issues arising from international trade in goods, services, technology, and capital. His practice encompassescounseling on corporate compliance and governance, international transactions, international litigation, and tradepolicy.

Simeon’s compliance work includes advice on US embargoes, export controls, antiboycott laws, the Foreign CorruptPractices Act, customs laws, antidumping laws and other trade remedies, restrictions on foreign investments in theUnited States, and the Sarbanes-Oxley Act. His international transactional work includes structuring, negotiating, anddocumenting agreements regarding acquisitions, dispositions, sourcing, distribution, joint ventures, licensing, tradefinance, technology transfer, consulting, and other commercial arrangements. Simeon has represented clients inlitigation or arbitration over commercial disputes, administration of trade laws (customs, antidumping laws,embargoes), and public international law issues (expropriation, act of state, foreign sovereign immunity). He has alsoadvised clients on developing trade policy proposals and strategies to shape regulations, legislation, and multilateralnegotiations.

Simeon was one of the initial 25 Americans to be appointed by the US Government to serve in dispute resolutionpanels under the US-Canada Free Trade Agreement and was reappointed to serve under NAFTA. He has beenhonored with the Pro Bono Service Award from Global Rights in 1991 and with the Lawrence L. O'Connor Medal, thehighest award given to corporate counsel within the Sears family of companies, in 1984. Simeon joined Mayer Brownin 1987, and had previously served in senior capacities (including Vice President and General Counsel) with SearsWorld Trade, Inc.

EducationYale Law School, JD, 1977; Law Journal, article and book review editor • Princeton University, Woodrow Wilson Schoolof Public and International Affairs, MPA, 1977 • Harvard College, AB, magna cum laude, 1973

Admitted

US Supreme Court, 1982

US Court of Appeals for the Federal Circuit, 1981

US Court of International Trade, 1979

US Court of Appeals for the District of Columbia Circuit, 1978

US District Court for the District of Columbia, 1978

District of Columbia, 1977

Publications

"New US Export Control Rules Provide Businesses with Greater Flexibility for International Operations," (co-author with Carol J. Bilzi and Kristy L. Balsanek) Mayer Brown Global Trade Update, October 8, 2008

"Proposed Rules Will Expand CFIUS Scrutiny, Control," (co-author with David M. McIntosh and Kristy L.Balsanek) Securities Law 360, May 20, 2008

"An Ocean Apart: The Regulatory Responses to Sovereign Wealth Funds by Europe and the United States,"Crans Montana Forum, High Level Panel, April 2, 2008

"Proceed with Caution: International Trade Compliance in Lending Transactions," 123 Banking Law Journal579, 2006

"Toward the Twenty-First Century: Trends in US Trade Remedies," in Private Investments Abroad – Problemsand Solutions in International Business, Matthew Bender & Co., 1993

“Toward a New Constitution of Nepal: International Norms and Constitutional Options," Global Rights(formerly, International Human Rights Law Group), 1990

"Government Restrictions on the Press in Nicaragua: The State of Emergency and International Law," GlobalRights (formerly, International Human Rights Law Group), 1983

"Decisionmaking Models and the Control of Corporate Crime," 85 Yale Law Journal 1091, 1976

Seminars

Speaker on international legal topics on panels sponsored by American College of Investment Counsel,Canadian Corporate Counsel Association, Center for Transnational Legal Studies, CEO Institutes, Chicago BarAssociation, Columbia University School of Law, Crans Montana Forum, District of Columbia Bar, FederalCircuit Bar Association, Information Technology Industry Council, Institute for International and ComparativeLaw, International Trade Association, Japan Chamber of Commerce, Judicial Conference of the US Court ofInternational Trade, Ministry of Commerce of People's Republic of China, Practising Law Institute,Washington Legal Foundation, Yale Law School, and other organizations


Editorial Advisory Committee, International Legal Materials, 1991-1997

Guest Scholar, Economic Studies Program, Brookings Institution, 1992-1993

Professorial Lecturer, Nitze School of Advanced International Studies, Johns Hopkins University, 1991-1993

American Bar Association

American Law Institute

American Society of International Law

District of Columbia Bar

Andrew LeggPartnerLondon


"a 'very experienced investment banking litigator'"

Legal 500, 2008

ExperienceAndrew Legg’s practice encompasses a broad range of commercial litigation work. Andrew’s particular focusemphasizes banking and insolvency, insurance and reinsurance, professional negligence, investigations, commoditytrading, regulatory work and trust disputes (in both corporate and private contexts). He has extensive trial experienceand has also handled a number of arbitrations, mediations and expert determinations.

Andrew joined the London office of Mayer Brown in 2004 and for the previous 14 years he was a partner in theLondon office of another major firm.

Notable Engagements

Represented the London Metal Exchange in relation to the events of the Tin Crisis following the default ofthe International Tin Counsel. Judgments reported at Shearson Lehman Hutton Inc. & Anor v. MaclaineWatson & Co Limited, JH Rayner (Mincing Lane) Limited & Ors (1989) 2 Lloyd's Reports 580; and ShearsonLehman Hutton Inc. & Anor v. Maclaine Watson & Co Limited, JH Rayner (Mincing Lane) Limited & Ors (onintervention by the International Tin Council) (1987) 1 WLR 480 CA (1988) 1 WLR 16 (H.L.).

Represented a major reinsurer on the enforceability of a pool agreement. Judgments reported at OrionInsurance Company PLC v. Sphere Drake Insurance PLC (1990) 1 Lloyd's Law Reports 465; (1992) 1 Lloyd's LawReports 239, CA.

Represented an Arranger and Agent Bank on effecting recoveries with respect to a series of commercialproperty loans. Judgments reported at Banque Bruxelles Lambert SA v. Eagle Star Insurance Company Limited(1995) 2 WLR 607; and Banque Bruxelles Lambert SA v. Zurich Insurance Company (1999) 1 Lloyd's LawReports 262.

Represented an Arranger and Agent Bank in relation to a claim against it by bank syndicate members.Judgment reported at Sumitomo Bank Limited & Ors v. Banque Bruxelles Lambert SA (1997) 1 Lloyd's LawReports 487.

Following the collapse of Barings, represented Law Debenture as Trustee of a set of Notes issued by theDutch finance vehicle of the Barings Group (LDC Trustees Ltd v (1) Barings Plc (2) Barings B.V. (3) The LawDebenture Trust Corporation, 1995.

Acted for insolvency practitioners on a variety of different liquidations (including, in particular, acting forKPMG as provisional liquidators and scheme administrators of Anglo American Insurance CompanyLimited).

Advised professional trustees of a family settlement in proceedings commenced against them bybeneficiaries in the Cayman Islands.

Acted for a US Investment Bank in a dispute concerning the terms and effect of the head lease in respect ofits European HQ.

Advised the professional trustees of a family settlement in proceedings against them commenced inBermuda.

Advised a Bond Trustee in connection with litigation in Perth, Western Australia, arising out of the collapseof the Bell Group.

Represented a major UK power company on various contractual disputes arising out of the disposal of itspower generation interests.

Represented parties on various arbitrations relating to telecoms disputes.

Represented an international chemicals company in a price dispute relating to the supply of goods andservices pursuant to a complex suite of agreements.

Advised and represented parties on various professional negligence claims (both claims and defence).

Represented Persimmon Homes and Persimmon PLC in a multi-million pound dispute relating to theinterpretation of a Development Agreement. Judgment reported at Chartbrook Ltd v Persimmon Homes Ltdand Persimmon PLC EWHC 409.

Headed the Mayer Brown/London team working with colleagues in the US and Continental Europe toconduct a multi-jurisdictional internal investigation of potential US sanctions compliance shortcomings of aEuropean financial services firm with extensive US operations.

EducationLeeds University, LLB 2(i), 1979 • The College of Law, Chester, 1979–1980

Admitted

England and Wales, 1982

James T. ParkinsonPartnerWashington DC


ExperienceJames Parkinson is a litigator focused primarily on white collar criminal defense matters. In addition, he conductscorporate internal investigations and provides compliance counseling.

Jamie represents clients regarding: the Foreign Corrupt Practices Act (FCPA), including international investigations,enforcement defense, and compliance counseling • business crimes, including securities fraud, accountingirregularities, mail fraud, wire fraud, theft of honest services, and false statements • environmental crimes, especiallyin the context of the Clean Water Act and the Clean Air Act • and matters relating to the Economic Espionage Act. Inaddition, James has represented clients in the course of union-related investigations and litigation.

Prior to joining Mayer Brown in 2004, Jamie worked for another law firm in Washington, DC.

EducationAmerican University, Washington College of Law, JD, magna cum laude, 1999; Senior Recent Developments Editor,Administrative Law Review • University of Pennsylvania, MS, 1994; Faculty Award for Outstanding AcademicAchievement • Gettysburg College, BA, 1990

Admitted


California, 1999

Publications

"FCPA Due Diligence in the Context of Mergers and Acquisitions," Bloomberg Law Reports, Mergers andAcquisitions, September 29, 2008 (with David Krakoff and Kristy Balsanek)

"Mitigating FCPA Risks: DOJ Clarifies Road Map for Post-Acquisition Due Diligence," Mayer Brown LLP ClientAlert, September 3, 2008 (with Sarah Streicker)

"New FCPA Cases Heighten Scrutiny of Intermediaries in China," Mayer Brown LLP Client Alert, June 11, 2008(with Kristy Balsanek)

"DOJ Revises Corporate Charging Guidelines as Appeals Court Repudiates Prior Practice," Mayer Brown LLPClient Alert, August 29, 2008 (with Scott Claffee)

"Wining and Dining Foreign Officials — What's OK and What's a Crime," Business Crimes Bulletin, ALM, LawJournal Newsletters, Vol. 15, No. 8, April, 2008 (with David Krakoff)

"Justice Department Issues Guidelines for Selection and Use of Corporate Monitors," Mayer Brown LLP ClientAlert, March 17, 2008 (with Scott Claffee)

"FCPA Scrutiny of Nigerian Customs Payments Intensifies — Companies Conducting Business in High-RiskCountries Redouble Compliance Reviews," Mayer Brown LLP Client Alert, July 2007

"Baker Hughes (Again) Settles FCPA Charges," Mayer Brown LLP Client Alert, May 2007

"Anti-bribery Enforcement Reaches Further," adapted and distributed with permission from IFR, Thomson

Financial, 2007 (with David Krakoff)

Comment: "The National Association of Securities Dealers Should Possess Authority to Issue TemporaryCease-and-Desist Orders," 51 Admin. L. Rev. 301, 1999


District of Columbia Bar

State Bar of California

American Bar Association (Vice-Chair, Anti-Corruption Committee (2007-08 term))

International Bar Association (Anti-Corruption Committee)

Edward Bennett Williams Inn of Court

Los Angeles County Bar Association

Oatlands Inc. (Director)

Zaldwaynaka (Z) ScottPartnerChicago


ExperienceAs co-chair of the firm’s White Collar Criminal Defense and Compliance Practice group, Z Scott representscorporations in commercial and criminal litigation. She concentrates her practice on complex commercial litigation,corporate internal investigations, counseling on corporate compliance matters and white collar criminal defense. Sheis a seasoned trial lawyer who has tried over 40 mostly jury trials to verdict in federal court. Her federal criminallitigation experience includes public corruption, complex fraud, criminal tax, money-laundering and investment andfinancial institution fraud. She has also led and managed complex and extensive criminal grand jury investigations.

Prior to joining Mayer Brown, Z served as Executive Inspector General for the Office of the Illinois Governor (2003-2005), where she established and managed an internal compliance and investigative agency for Illinois governmentand Illinois public universities. Her experience included participation and oversight of over 200 internal investigationsof state vendors and state employees, as well as counseling members of the Governor’s cabinet and state seniormanagers, including agency directors, on issues related to personnel policies, internal controls, ethics and systemicpersonnel problems. Z also worked closely with the state’s internal auditor and the Illinois Auditor General in mattersrelated to integrity of state government functions.

Prior to her work in Illinois government, Z served as a federal criminal prosecutor with the United States Attorney’sOffice (1987-2003), where she held various management positions including Chief of the General Crimes Section. AsChief, she was responsible for the supervision of Section Deputies and Line Assistant US Attorneys, and she reviewedand approved hundreds of federal prosecutions and participated in strategy sessions related to federal indictmentsand federal criminal trials. Before joining the US Attorney’s Office, Z served in the Office of the Corporation Counselfor the City of Chicago (1983-1987).

Z served as an adjunct instructor in trial advocacy for 13 years at Northwestern University School of Law (1993-2005),where she led a team of five adjunct professors. In 1999, she was awarded the recognition of Outstanding AdjunctProfessor in Trial Advocacy. She also taught trial advocacy at The John Marshall School of Law (2002-2004), and sheco-taught classes at the University of Chicago Law School on criminal sentencing and federal criminal law (2001,2003). She is a frequent lecturer on issues related to federal criminal law, electronic discovery, ethics and compliancepolicies and trial advocacy.

Notable Engagements

Represented Siemens Medical Solutions in a multi-defendant federal prosecution in which the company wascharged with fraud in connection with representations made to Cook County regarding compliance withminority business enterprise requirements (United States v. Siemens Medical Solutions, et al.).

Represented a major health care company in an Illinois Attorney General False Claims Act investigation.

Served as lead prosecutor in a narcotics trafficking, corruption and money-laundering case that concludedwith a six-week trial; defendants included an attorney and an accountant (United States v. Griffin, et al., USDistrict Court for the Northern District of Illinois).

Served as lead prosecutor in a case involving public corruption and criminal tax violations; defendant pleadedguilty (United States v. Sarallo, US District Court for the Northern District of Illinois).

Served as lead prosecutor in a public corruption case involving embezzlement and criminal tax violations bytwo members of a suburban police pension board; the defendants pleaded guilty (United States v. Jacksonand Johnson, US District Court for the Northern District of Illinois).

Served as lead prosecutor in a multi-million dollar investment fraud case; the defendant pleadedguilty (United States v. Anderson, US District Court for the Northern District of Illinois).

Served as lead prosecutor in a public corruption case involving extortion and weapons offenses committed bya suburban police officer; the defendant pleaded guilty (United States v. Broome).

EducationIndiana University School of Law - Bloomington, JD, 1983 • University of Illinois, Urbana-Champaign, BS, Journalism,1980

Admitted

Seventh Circuit Court of Appeals, 1987

Federal Trial Bar, 1986

Northern District of Illinois, 1983

Illinois, 1983

Seminars

"Managing Complex Federal Litigation, A Practical Guide to New Developments, Procedures and Strategies,"Practising Law Institute, July 2008

"The Foreign Corrupt Practices Act 2008, Coping with Heightened Enforcement Risks," Practising LawInstitute, April 2008

"Responding to Government-Initiated Investigations," NBA Commercial Litigation Section Conference,February 2008

“The Foreign Corrupt Practices Act, Tips for Compliance and Recent Trends,” ABA Minority Counsel Program,September 2007

“Electronic Discovery and the New Federal Rules,” National Bar Association Convention, August 2007

“Internal Investigations,” American Conference Institute, January 2007

“International Internal Investigations,” March 2007

“Shareholder Derivative Lawsuits,” Minority Corporate Counsel Association CLE, February 2006

“Effective Compliance Programs,” panel moderator, ABA Minority Counsel Program, April 2006

“Advice to In-House Counsel On Avoiding Liability,” Chicago Bar Association, May 2006

“E-Discovery and the New Federal Rules of Civil Procedure,” June 2006

Civic Activities

Jack and Jill, Chicago Chapter

Delta Sigma Theta Sorority, Inc., Chicago Alumnae Chapter

LifeSource Blood Center, Board Member

Chicago Area Project, Board Member and Chair of strategic planning committee for not-for-profitorganization supporting activities for at-risk innercity children


Black Women Lawyers’ Association, Member, President 2003-2004, Board Member, 2002-2005

The Economic Club of Chicago

The American Law Institute

Chicago Bar Association, Chair, Criminal Law Committee, 2005-06

American Inns of Court, Chicago Chapter, 2004 to date

ABA Forum on Franchising Membership Committee, 2005-06

Leadership Greater Chicago, 1990-91; Candidate Selection Committee, 2007

Illinois Supreme Court Character and Fitness Committee, 2006 to date

Northern District of Illinois Magistrate Judge Screening Committee, March 2007

National Institute for Trial Advocacy (NITA), Instructor

Claudius O. SokenuPartnerNew York


ExperienceClaudius Sokenu’s practice focuses on domestic and international litigation, securities enforcement, white-collarcriminal defense, corporate internal investigations, SRO enforcement and arbitration proceedings, and generalcomplex commercial litigation. As co-chair of the firm's Securities Enforcement and Investigations Action group,Claudius has significant experience in handling matters that require concurrent representation in the civil, criminal andpolitical spheres.

Claudius also has extensive experience representing broker-dealers, investment banks, hedge funds, private equityfirms, accounting firms, auditors, and public and private companies in all aspects of securities regulation, compliance,enforcement, and litigation. In February 2007, Claudius was named to Securities Law 360’s 10 Under 40, a list of 10lawyers under the age of 40 who have demonstrated an outstanding breadth of knowledge and experience in thesecurities enforcement and litigation field.

Claudius brought a wealth of government enforcement experience to Mayer Brown when he joined the firm in 2001.He served first on the Honors Program as a Staff Attorney (1998-2000) and later as Senior Counsel (2000-2001) in theWashington, DC office of the United States Securities and Exchange Commission’s Division of Enforcement, where hewas responsible for handling a broad range of the Commission’s domestic and international enforcement matters,including investigations involving accounting fraud, insider trading, initial public offerings, illicit payments under theFCPA, investment companies and investment advisers, market manipulation and broker-dealer misconduct. As amember of the enforcement staff, Claudius handled a number of high-profile enforcement matters and initiatives,including the Commission’s first-ever joint enforcement action with the Department of Justice against KPMG andBaker Hughes Inc. for violations of the FCPA, and the Commission’s enforcement action against Goldman Sachs & Co.for violating the federal securities laws in connection with the international public offerings of PetroChina CompanyLimited, China Telecom Hong Kong Limited, Chinadotcom Corp. and Giga Media Limited for which Goldman Sachsserved as underwriter.

Claudius has lectured and published extensively on securities litigation and enforcement matters and has been quotedin the financial press on a variety of securities law issues. In 2005, the Association of the Bar of the City of New Yorkappointed Claudius to serve on the Task Force on the Role of Attorneys in Corporate Governance. In 2003, theMinority Corporate Counsel Association honored Claudius as an outstanding outside corporate counsel. In 2001, theAssociation of the Bar of the City of New York honored Claudius for outstanding pro bono work in connection with apetition for a writ of certiorari to the Supreme Court of the United States.

Notable Engagements

Counseling a number of Fortune 100 companies on FCPA compliance and enforcement

Representing a foreign brokerage firm in an independent investigation involving potential violations of theFCPA

Representing a major financial institution in connection with the Securities and Exchange Commission andNew York Attorney General’s industry-wide investigation of the auction rate securities market

Represented a senior officer of Parker Hannifin Corporation in a criminal investigation by the United States

Department of Justice regarding allegations of bid-rigging, price-fixing, and market allocation in the marineoil and gas hose industry

Representing the audit committee of a major oil services firm, Global Industries, Ltd., in a civil and criminalFCPA investigation by the Department of Justice and the Securities and Exchange Commission

Successfully represented TV Azteca S.A. de C.V. in the first-ever up-the-ladder reporting case under Section307 of the Sarbanes-Oxley Act of 2002 (SEC v. TV Azteca S.A. de C.V., Civ. No. 1:05-CV-00004 (D.D.C. filedJan. 4, 2005))

Representing a former Chief Operating Officer of a Fortune 20 company in civil and criminal investigationsalleging accounting fraud

Successfully represented, in allegations of accounting fraud, the former Chief Executive Officer of FirstBanCorp of Puerto Rico, Angel Alvarez-Perez, in Fox v. First BanCorp, Civ. No. 05-2148 (GAG) 2006 WL4128534 (D.P.R. Nov. 6, 2006) and In re First BanCorp Derivative Litigation, 465 F. Supp. 2d 112 (D.P.R. 2006)

Represented certain issuers in the IPO allocation cases (In re Initial Public Offering Sec. Litig., 241 F. Supp. 2d281 (S.D.N.Y. 2003))

Successfully represented a major international insurance company in a civil and criminal investigationinvolving allegations of violations of the anti-bribery and books and records provisions of the FCPA

Representing Ernst & Young LLP in connection with its audit of Allied Deals, Inc., a privately-owned companythat was accused of orchestrating a $600 million international Ponzi scheme (Sterling National Bank v. Ernst &Young LLP)

Represented CIBC World Markets Corp. in obtaining dismissal of a fraud claim, in which the New York StateSupreme Court, Appellate Division, First Department, ruled for the first time that a clearing broker does notowe customers of its introducing broker a fiduciary duty (Goldstein v. CIBC World Mkts. Corp., 776 N.Y.S. 2d 12(1st Dep’t 2004))

Successfully represented Bank of America in the civil and criminal investigation of Impath, Inc. for accountingfraud (SEC v. Saad, 05 CV 03308 (S.D.N.Y. filed Mar. 29, 2005))

Represented Arthur Andersen LLP in connection with the securities class action involving claims ofaccounting fraud by Global Crossing (In re Global Crossing Ltd. Sec. Litig., (S.D.N.Y. 2004))

Represented two hedge funds, Q Funding, L.P., and R² Investments, LDC, in obtaining a dismissal in a caseinvolving settlement payment for securities transactions (PHP Liquidating, LLC v. Robbins, 291 B.R. 592 (D.Del. 2003))

Represented an investment banking firm in connection with the civil and criminal investigation of Enron Corp.

Represented a fund manager in connection with civil and criminal investigation concerning market timingand late trading

EducationGeorgetown University Law Center, LLM, Securities and Financial Regulation, May 1998; Features Editor, GeorgetownLaw Weekly • London School of Economics and King's College, London, LLM, September 1995; Editor, King's CollegeLaw Newsletter • South Bank University, London, England, LLB, with Upper Second Class Honors (JD, magna cumlaude equivalent), June 1994; Editor, South Bank Law Review Newsletter; Moot Court and Debate Team, 1992

Admitted


US Court of Appeals for the Third Circuit, 2003

US District Courts for the Southern and Eastern Districts of New York, 2002

New York, 1997

Publications

"DOJ Again Clarifies FCPA Due Diligence Expected in Business Combinations," Securities Regulation & LawReport, Vol. 40, No. 34, August 25, 2088

"Sparing No Travel Expenses," The Australian Corporate Lawyer, Vol. 18, No. 1, March 2008

"Clarifying Travel and Entertainment Under the FCPA," New York Law Journal, Vol. 239, No. 49, March 13,2008

"To Host Or Not To Host: Approving Travel And Entertainment Under The Foreign Corrupt Practices Act,"Securities Regulation & Law Report (BNA), Vol. 40, No. 10, March 10, 2008

"Corruption Without Frontiers," with Christina Tsesmelis, The Australian Corporate Lawyer, Vol. 17, No. 4,December 2007

"FCPA: Baker Hughes Settles Bribery Charges," New York Law Journal, August 2, 2007

"Lessons From Record Penalty Under Federal Anti-Corruption Law," Washington Legal Foundation, LegalOpinion Letter, Vol. 17, No. 15, June 22, 2007

"Pitfalls Of Attempts To Cooperate With Enforcement Agencies," with Hector Gonzalez, Review Of Securities& Commodities Regulation, Vol. 40, No. 11, June 6, 2007

"The Current Enforcement Environment And The Corporate Response," with Hector Gonzalez, Review OfSecurities & Commodities Regulation, Vol. 40, No. 9, May 2, 2007

"Will McNulty’s Revisions Pacify Critics of the Thompson Memorandum?," with Paula Garrett Lin, AndrewsSec. Litig. & Reg. Rep., Vol. 12, No. 22, March 7, 2007

"Foreign Corrupt Practices Act Enforcement After US v. Kay," with Hector Gonzalez, Washington LegalFoundation, October 2006

"Much Ado About Nothing: SEC Announces Principals for Imposing Monetary Penalties on Issuers," AndrewsSec. Litig. & Reg. Rep., Vol. 11, No.20, February 8, 2006; Andrews Corp. Off. & Dirs. Liab. Litig. Rep., Vol. 17,February 20, 2006

"Scope of Foreign Corrupt Practices Act’s Bribery Provision Set," with Hector Gonzalez, New York LawJournal, June 29, 2005

"No Longer Kinder and Gentler: SEC Raises Stakes in Settled Enforcement Actions," Washington LegalFoundation, Legal Backgrounder, Vol. 18, No. 51, December 5, 2003

"SEC Expands Foreign Corruption Law Beyond Congressional Intent," 8 Andrews Sec. Litig. & Reg. Rep. 5,August 14, 2002; 8 Derivatives Lit. Rep. 19, August 14, 2002; Washington Legal Foundation, LegalBackgrounder, Vol 17 No. 28, July 26, 2002

"Web Portals Rouse SEC: Who is a Trader, after all," The National Law Journal, March 11, 2002

"SEC Self-Policing Policy Presents Benefits and Pitfalls," with Richard Spehr, White Collar Crime Rep., Vol. 16No. 7, June 24, 2002; 7 Andrews Sec. Litig. & Reg. Rep . 17, February 27, 2002

"Web Portals Caught in the Web of Broker-Dealer Regulation," New York Bus. Law Journal, Spring 2002;eSecurities , Vol. 4 No. 7, at 3, March 2002

"Avoiding Civil Monetary Penalties in SEC Enforcement Actions," New York Bus. Law Journal, Spring 2002;New Jersey Law Journal, December 24, 2001

Seminars

White Collar Crime 2008: Prosecutors and Regulators Speak (September 25, 2008)

Faculty and Panelist, “Foreign Corrupt Practices Act in India,” Strafford Publications, May 2008

Faculty and Panelist, “3rd Annual Investment Management Regulatory University,” Chicago, May 2008,London 2007

Faculty and Panelist, “The Foreign Corrupt Practices Act: Developing a Compliance Program,” April 2008

Faculty and Panelist, “Advanced Securities Law Workshop,” Practicing Law Institute, San Diego, August2008, August 2007

Program Chair, “FCPA: Complying & Implementing Risk Management Strategies,” City Bar Association ofNew York, November 2007, September 2008

Program Chair, “The Foreign Corrupt Practices Act: Coping with Heightened Enforcement Risks,” PracticingLaw Institute, San Francisco, September 2007; New York, February 2007, New York, San Francisco andChicago, 2008

Faculty and Panelist, “SEC Enforcement Trends: Is Bad News Better If You Get It Sooner?” Minority

Corporate Counsel Association, Annual CLE Expo, Chicago, March 2007

Faculty and Panelist, “View From The Sources,” Association of the Bar of the City of New York, New York,January 2007

Faculty and Panelist, “Last Chance CLE: Important Legal Developments in 2006,” Practicing Law Institute,New York, December 2006

Program Chair, “Securities Regulators: View From The Sources,” Association of the Bar of the City of NewYork, New York, June 2006

Panelist, “Lawyers as Gatekeepers: Conducting Internal Investigations,” MetLife Lecture Series, New York,January 2006

Faculty and Panelist, Institute For The Young Business Lawyer, Panel on Federal Regulation of Securities,American Bar Association, Nashville, March 2005

Program Chair, “Conducting Internal Corporate Investigations,” TIAA-CREF Lecture Series, New York,February 2005

Program Chair and Panelist, Panel on Current Issues in Internal Corporate Investigations, Association of theBar of the City of New York, New York, January 2005


American Bar Association, Section of Business Law: Federal Securities Law Enforcement Subcommittee, CivilLitigation and Enforcement Matters Subcommittee

New York Bar Association

Association of the Bar of the City of New York

Securities and Exchange Commission Historical Society

handling increased global anti-corruption enforcement · • willbros group, inc. • aga medical...

Documents