In an article published in the August 30, 2011 Wall Street Journal, entitled “Iran’s Hong Kong Shipping Shell Game”, Claudia Rosett reported on efforts by Iran to reflag ships to companies with Hong Kong registries. While the focus of the article seemed to point to the Office of Foreign Assets Control (OFAC) sanctions against US companies doing business with Iran, and other trade sanctions issues, there was one paragraph that spoke to issue of due diligence under the Foreign Corrupt Practices Act (FCPA). The FCPA issue raised is that of continued due diligence of an agent after a contract is signed and the relationship established.

Author Rosett reported on the efforts of the Port of San Antonio (Texas) to increase its shipping and air freight between Asia and the trade corridor connecting San Antonio with the Mexican port of Lazaro Cardenas. Apparently the Port of San Antonio has been working with an agent, referred to in the article as Mr. Mak, of a Hong Kong company named H&T International Transport Limited (H&T). It turns out that Mr. Mak and H&T are also agents for Iranian shipping companies.

As interesting as that might seem, that was not the part which caught my eye, it was the following:

In a recent phone interview, Port San Antonio’s vice president for business development, Jorge Canavati, said the Port San Antonio authorities have continued to work with H&T’s Mr. Mak: “We’re developing projects together.” He said Mr. Mak had not informed him that H&T in Hong Kong has been serving as an agent for 19 ships on Treasury’s Iran sanctions blacklist.”

If there is anyone out there subject to the FCPA who thinks they will be absolved of FCPA liability if their agent does not inform them that they also represent ships owned by Iran’s state shipping company? If so, please do not raise your hand.

I thought that this might be a good lesson learned for the following proposition. Even if you have done all the background due diligence that is appropriate for a foreign agent, it is the responsibility of the US company to perform additional due diligence, at a minimum, every three years. The better practice would be every two years because your agency agreement should only be for two years. Rosett reported in her article that Mr. Mak and H&T had been working with the Port of San Antonio since at least 2008.

I also thought it might be pertinent to assess the steps that a company should take in performing this due diligence. The review process should contain, at a minimum, inquiries into the following areas:

Need for the relationship with an Agent: The Company Business Team or Business Person should articulate the business case for the proposed Agent relationship. This must be approved by management before it goes to legal or compliance for review.

Credentials: List the critical reasons for selection of the proposed Agent. This should include a discussion of the business partner’s background and experience.

Ownership Structure: Describe whether the proposed Agent is a government or state-owned entity, and the nature of its relationship(s) with local, regional and governmental bodies. Are there any members of the business partner related, by blood, to governmental officials?

Financial Qualifications: Describe the financial stability of, and all capital to be provided by, the proposed Agent. Obtain financial records, audited for 3 to 5 years, if available.

Personnel: Determine whether the Agent will be providing personnel, particularly whether any of the employees are government officials. Obtain the names and titles of those who will provide services to the US Company.

Physical Facilities: Describe what physical facilities will be provided by the Agent. Who will provide the necessary capital for their upkeep?

Reputation: Describe the business reputation of the proposed Agent in its geographic and industry-sector markets.

These inquiries are required under the US Federal Sentencing Guidelines and the guidance offered by the Department of Justice (DOJ) Opinion Releases and the publicly released Plea Agreements and Deferred Prosecution Agreements (DPA) entered into by US companies who admit to violating the FCPA. This due diligence should be recorded and maintained by the US Company for review, if required, by a governmental agency. Some of the due diligence can be handled by the US Company’s in-house legal and/or compliance groups. However, it is recommended that for any high risk Agent, an outside forensic auditing firm and outside legal counsel be retained to conduct the due diligence investigations. This brings a level of expertise usually not available within a corporation plus an outside perspective less susceptible to in-company business pressures.
After this initial inquiry is concluded the US Company should move forward to perform a background check on a prospective Agent by using the following resources:

References: Obtain and contact a list of business references.

Embassy Check: Obtain information regarding the intended business partner from the local US Embassy or a Commerce Department report such as an International Company Profile Report.

Compliance Verification: Determine if the Agent, and those persons within the Agent who will be providing services to the US Company, have reviewed or received FCPA training.

Foreign Country Check: Have an independent third party, such as a law firm, investigate the business partner in its home country to determine compliance with its home country’s laws, licensing requirements and regulations.

Cooperation and Attitude: One of the most important inquiries is not legal but based upon the response and cooperation of the Agent. Did the business partner object to any portion of the due diligence process? Did it object to the scope, coverage or purpose of the FCPA? In short, is the business partner a person or entity that the US Company is willing to stand up with under the FCPA?

After a company completes these due diligence steps, there should be a thorough review by the Board, or other dedicated Management Committee, on the qualifications of the proposed foreign business relationship partner. It is critical that the reviewing Committee is not subordinate to the US company’s business unit which is responsible for the business transactions with the Agent. This review should examine the adequacy of due diligence performed in connection with the selection of overseas partners, as well as the Agent’s selection of subcontractors and consultants which will be used for business development on behalf of the US Company.

The steps listed herein do not include the use of, or continued management of, an Agent. These steps need to be taken by all US Companies entering into, or already engaged in, a relationship with an Agent as the FCPA applies to all US Companies, whether public or private. Remember, due diligence, due diligence and once that has been completed; more due diligence.

And never, ever, ever rely on the fact that the agent did not tell you and your company that they also represent Iranian shipping lines.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

As I wrote last week I certainly do not need to invent compliance stories to blog about and even if I did no one would believe me. I was reminded of this once again last week when I read an article by Sam Rubenfeld, in the August 24, 2010 edition of the Wall Street Journal Corruptions Currents, entitled “Gulfsands In Business With Cousin Of Syrian President”. Rubenfeld reported that the London based company, with offices here in Houston, was working with a company controlled by Mr. Rami Makhlouf, reported to be the first cousin of the President of Syria.

Rubenfeld also referred to a Gulfsands Press Release dated on August 24, 2011; from the information presented in the Press Release, it would appear that Gulfsands has sustained quite a long relationship with Mr. Makhlouf. The release reported the following:

1.         Administrative Services Contract. The original agreement with Mr. Makhlouf, a company owned by the Makhlouf Interests was signed in 2000. Mr. Makhlouf was engaged by a Joint Venture (JV), which consisted of Ocean Energy (80% Owner) and Gulfsands (20% Owner). The original contract stated that Mr. Makhlouf would provide “various support and administrative services” to the JV. There is no total amount of monies paid under this agreement reported in the  Press Release but it reports that total fees paid “aggregate less than $250,000 per annum”. Further, the services agreement entered into with Mr. Makhlouf at that time was done under the oversight of Ocean Energy’s general counsel.

2.         The majority owner of the JV, Ocean Energy was acquired by another company, Devon. This acquisition occurred in 2003. Devon withdrew from the JV in 2005. So the 2000-2005 issues may fall on Devon as part of its acquisition of Ocean Energy.

3.         Milestone Payments: In addition to the payments under the Administrative Services Contract of something of an “aggregate of less than $250,000 per annum” over the past 11 years, Mr. Makhlouf has also received “milestone payments totaling $900,000 from the JVs. The Press Release uses the plural “joint ventures” but does not identify to which JVs these milestone payments were made and does not reference the contract under which these milestone payments were made.

4.         In addition to the above, the Press Release noted that “a company owned beneficially by Makhlouf Interests, owns 5.75% of the Company’s issued share capital. These shares were acquired in August 2007, at a premium to the then prevailing market price.”

5. Lastly, “The Group rents office premises in Damascus from a company owned beneficially by Makhlouf Interests. The lease is on terms negotiated at arms-length and considered normal for a commercial lease of this kind in Syria.”

So, whatever the relationship between Gulfsands and Mr. Makhlouf, they have been long standing and on-going. At least until August 24, 2011, when, as reported by Rubenfeld, Gulfsands said in the statement that it suspended all payments to interests of Makhlouf following sanctions imposed in May, and it “suspended the voting, dividend and transfer rights pertaining to the shares in Gulfsands held by Al Mashreq.”

So what does a compliance officer, or as Jim McGrath would say, ‘specialized outside counsel’ need to review here? Should counsel start with Gulfsands or maybe even Devon? Would it be the Administrative Services Contract or the Milestone Payment Contract? Should you analyze the payments made to Mr. Makhlouf to see if there is sufficient back up documentation to support these payments? What about the milestone payments? Do you review the office lease at all? Does the fact that the Administrative Services Contract was “under the oversight of Ocean Energy’s general counsel” at the time it was executed between the parties in any way protect Gulfsands? And last, but by no means least, should you contact and maybe self-disclose any of this to the Department of Justice? Questions, Questions and More Questions…

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

In the September 2011 issue of the Harvard Business Review, in an article entitled “How to Cultivate Engaged Employees, author Charalambos A. Vlachoutsicos wrote about his experiences in working for a family-owned multi-national organization. From his experiences he learned how to “engage contributions from and thereby promote engagement by, local employees” in a multi-national organization.” His article detailed some of his lessons learned in “fostering a sense of mutual dependence” or what he termed “mutuality”. I believe that the principles that he set out in his article can be of guidance to a compliance practitioner who is working across a wide spectrum of countries and cultures to foster a better working relationship between the Compliance Department and business units in an organization.

1.      Be Modest

Here Vlachoutsicos believes providing “condescending, absurdly detailed instructions” together with irrelevant stories is not the way to move forward in a meeting. If you recount your own experiences, relate them to your audience. Make clear to your business team that your ideas and advice can help them do more, and better, business. More importantly, show that you are human, that you make mistakes but that the point is you learn from your mistakes, not that the business unit personnel will be sanctioned immediately for one foul-up.

2.      Listen Seriously and Show It

Most companies teach managers the value of listening. However, communication is a multifaceted exercise and you must be aware of your cultural setting and surroundings. In some cultures it is viewed as rude to take extensive notes while listening to another person. If you must do this, explain in advance that you are taking notes and explain that no disrespect is intended. Conversely in some cultures it is viewed as an insult if you do not take notes because the employee you are listening to will feel that what they are saying is not even worth writing down.  Managing these signals is critical. But whatever culture you are in do not keep looking at your watch or take a cell phone call when involved in such a conversation.

3.      Invite Disagreement

You should view every interaction as an opportunity to tap into the expertise of your workforce. This requires you to let employees say what they think. One of the first (and most insistent) questions you will face as a compliance practitioner is explaining how and why the Foreign Corrupt Practices Act (FCPA) applies to a country and culture far from the United States. Another related question is often along the lines of the endemic corruption in a country and how the business unit personnel cannot do business any other way. Let your co-workers express these thought and sentiments and then explain why the law(s) applies and how they can do business going forward. The business unit will usually have a solution to these problems and if you can get them to engage with you, it may well be a solution for you and the company.

4.      Focus the Agenda

You will still need to focus the agenda of any group meeting. Failure to do so can lead to lengthy discussions and critical agenda items are never reached in the time allotted for a meeting. Vlachoutsicos suggests sequencing your issues according to importance so that the key issues are reached. If issues of lesser importance are not reached, they can be held over for another meeting or handled offline.

5.      Don’t Try to Have All the Answers

I learned from a very wise law school professor that only Socrates has all the answers and those were only to the questions which he posed to his students. A compliance professional should seem him or herself as a catalyst for problem solving. As a lawyer I understand that you are required to know law and compliance requirements. But remember-it is OK not to know everything. That is the whole point of collaboration.

6.      Don’t Insist that a Decision Must be Made

If you make a decision all the time the chances are that, some of that time, you may well make the wrong decision. But beyond this factor, people may stop proposing ideas to you because either think that “you already have your mind made up in advance” or that you know some fact that they do not which was pertinent to the decision. This could well quell any information which might come to you through dissent. The key here is not to avoid making a decision; it is to follow a process which allows input before final decision is made.

Vlachoutsicos’ six factors can be used by any company to help them work through collaboration issues. They show how you can create ‘mutuality’ with the work force. As a compliance practitioner your strongest asset is how you are perceived by the business folks. I think that if you take these factors to heart it will greatly help you to sell and improve the compliance message in your company.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

In his Editor’s View column, in the August issue of Compliance Week, entitled, “Compliance, Collaboration and HR”, Matt Kelly wrote about the interaction of Compliance Departments and Human Resources (HR). He noted that while Compliance Departments may look to HR to support internal investigations, HR can also be used to assist in “molding company culture.” However, it is rarely used for this function. I heartily agree with Matt’s sentiments. In addition to supporting internal investigations, I believe that HR can be used in some of the following ways to assist the Compliance Department. It can be a key component in changing or maintaining your company’s compliance DNA.

Training

 A key role for HR in any company is training. This has traditionally been in areas such as discrimination, harassment and safety, to name just a few, and, based on this traditional role of HR in training, this commentator would submit that it is a natural extension for HR’s function to expand to the area of Foreign Corrupt Practices Act (FCPA) compliance and ethics training. There is a training requirement set forth in the US Sentencing Guidelines and companies are mandated to “take reasonable steps to communicate periodically and in a practical manner its standards and procedures, and other aspects of the compliance and ethics program, to the individuals referred to in subdivision (B) by conducting effective training programs and otherwise disseminating information appropriate to such individuals’ respective roles and responsibilities.”

What type of training should HR utilize in the FCPA compliance and ethics arena? The consensus seems to be that there are three general approaches which have been used successfully. The first is the most traditional and that is in-person classroom training. This gives employees an opportunity to see, meet and interact directly with the trainer, not an insignificant dynamic in the corporate environment. It can also lead to confidential discussions after such in-person training. All FCPA compliance and ethics training should be coordinated and both the attendance and result recorded. Results can be tabulated through short questionnaires immediately following the training and bench-marked through more comprehensive interviewing of selected training participants to determine overall effectiveness.

Employee Evaluation and Succession Planning

What policy does a company take to punish those employees who may engage in unethical and non-compliant behavior in order to meet company revenue targets? Conversely what rewards are handed out to those employees who integrate such ethical and compliant behavior into their individual work practices going forward? One of the very important functions of HR is assisting management in setting the criteria for employee bonuses and in the evaluation of employees for those bonuses. This is an equally important role in conveying the company message of adherence to a FCPA compliance and ethics policy. This requirement is codified in the US Sentencing Guidelines with the following language: “The organization’s compliance and ethics program shall be promoted and enforced consistently throughout the organization through (A) appropriate incentives to perform in accordance with the compliance and ethics program; and (B) appropriate disciplinary measures for engaging in criminal conduct and for failing to take reasonable steps to prevent or detect criminal conduct.”

Does a company have, as a component of its bonus compensation plan, a part dedicated to FCPA compliance and ethics? If so, how is this component measured and then administered? There is very little in the corporate world that an employee notices more than what goes into the calculation of their bonuses. HR can, and should, facilitate this process by setting expectations early in the year and then following through when bonuses are released. With the assistance of HR, such a bonus can send a powerful message to employees regarding the seriousness with which compliance is taken at the company. There is nothing like putting your money where your mouth is for people to stand up and take notice.

In addition to employee evaluation, HR can play a key role in assisting a company to identify early on in an employee’s career the propensity for compliance and ethics by focusing on leadership behaviors in addition to simply business excellence. If a company has an employee who meets, or exceeds, all his sales targets, but does so in a manner which is opposite to the company’s stated FCPA compliance and ethics values, other employees will watch and see how that employee is treated. Is that employee rewarded with a large bonus? Is that employee promoted or are the employee’s violations of the company’s compliance and ethics policies swept under the carpet? If the employee is rewarded, both monetarily and through promotions, or in any way not sanctioned for unethical or non-compliant behavior, it will be noticed and other employees will act accordingly. One of the functions of HR is to help ensure consistent application of company values throughout the organization, including those identified as ‘rising stars’. An important role of HR in any organization is to help in building trust throughout the company and recognizing the benefits which result from that trust.

Background Screening

 A key role for HR in any company is the background screening of not only employees at the time of hire, but also of employees who may be promoted to senior leadership positions. HR is usually on the front lines of such activities, although it may in conjunction with the Legal or Compliance Departments. This requirement is discussed in the US Federal Sentencing Guidelines for Organizations (FSGO) as follows “The organization shall use reasonable efforts not to include within the substantial authority personnel of the organization any individual whom the organization knew, or should have known through the exercise of due diligence, has engaged in illegal activities or other conduct inconsistent with an effective compliance and ethics program.”

What type of background checks should HR utilize in the FCPA compliance and ethics arena? The consensus seems to be that HR should perform at least routine civil, criminal and credit background checks. Care should be noted in any such request made in countries outside theUnited Statesas such information may be protected by privacy laws or where the quality of such information is different in substance from that of theUnited States. For instance in the United Kingdom, the request of a credit check can negatively impact a prospective employee’s credit score so such a background check may not provide useful information to a prospective employer.

Additionally, although it may be difficult in theUnited Statesto do so, a thorough check of references should be made. I say that it may be difficult because many companies will only confirm that the employee worked at the company and only give out the additional information of dates of employment. In this situation, it may be that a prospective employer should utilize a current employee to contact former associates at other companies to get a sense of the prospective employee’s business ethics. However, it should be noted that such contacts should only be made after a thorough briefing by HR of the current employee who might be asked to perform such duty.

A company can also use HR to perform internal background checks on employees who may be targeted for promotions. These types of internal background checks can include a detailed review of employee performance; disciplinary actions, if any; internal and external achievements, while employed by the company and confirmation of both ethics and compliance training and that the employee has completed the required annual compliance certification. A key internal function where HR can be an important lead is to emphasize that an employee, who has been investigated but cleared of any alleged ethics and compliance violations, should not be penalized.

When the Government Comes Calling

While it is true that a company’s Legal and/or Compliance Department will lead the  response to a government investigation, HR can fulfill an important support role due to the fact that HR should maintain, as part of its routine function, a hard copy of many of the records which may need to be produced in such an investigation. This would include all pre-employment screening documents, including background investigations, all post-employment documents, including any additional screening documents, compliance training and testing thereon and annual compliance certifications. HR can be critical in identifying and tracking down former employees. HR will work with Legal and/or Compliance to establish protocols for the conduct of investigations and who should be involved.

Lastly, another role for HR can be in the establishment and management of (1) an Amnesty Program or (2) a Leniency Program for both current, and former, employees. Such programs were implemented by Siemens during its internal bribery and corruption investigation. The Amnesty Program allowed appropriate current or former employees, who fully cooperated and provided truthful information, to be relieved from the prospect of civil damage claims or termination. The Leniency Program allowed Siemens employees who had provided untrue information in the investigation to correct this information for certain specific discipline. Whichever of these programs, or any variations, that are implemented HR can perform a valuable support role to Legal and/or Compliance.

Doing More with Less

 While many practitioners do not immediately consider HR as a key component of a FCPA compliance solution, it can be one of the lynch-pins in spreading a company’s commitment to compliance throughout the employee base. HR can also be used to ‘connect the dots’ in many divergent elements in a company’s FCPA compliance and ethics program. The roles listed for HR in this series are functions that HR currently performs for almost anyUS company with international operations. By asking HR to expand their traditional function to include the FCPA compliance and ethics function, aUS company can move towards a goal of a more complete compliance program, while not significantly increasing costs. Additionally, by asking HR to include these functions, it will drive home the message of compliance to all levels within a company; from senior to middle management and to those on the shop floor. Just as safety is usually message Number 1, compliance can be message Number 1A. HR focuses on behaviors, and by asking this department to include a compliance and ethics message, such behavior will become a part of a company’s DNA.

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I have previously written about Catelas software, see here. It does some very cool stuff. The Catelas guys are putting on a series of events to highlight their software and its uses in a FCPA compliance program. On Tuesday, August 23 and August 30, at 1 PM EDT, they are hosting a webinar entitled, “FCPA Investigations – Generate a Risk Assessment report, identify all key people & content before you fly!” Information and Registration can be found heregrey

 This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

In an article published in the July 29, 2011 issue of the Houston Business Journal entitled “Eight Steps to a More Effective Anticorruption Compliance FunctionChris Lozier, Principal at UHY Advisors in Houston and Manager of the FCPA – Foreign Corrupt Practices Act – Anti-Corruption Compliance Group on LinkedIn, wrote about the gaps that companies are finding in their compliance programs. To help remedy these gaps Lozier discussed eight key steps he believes that companies can take immediately to establish a more effective anti-corruption compliance program. They are as follows:

1. Identify the requirements of anti-corruption laws in all the countries in which your company does business. This is critical in understanding the key differences in requirements that your company may be facing. A clear example is the differences in the FCPA and the UK Bribery Act, which does not have an exempt for facilitation payments and extends liability to private, commercial bribery.

2. Publish a statement from senior management. This demonstrates a strong company commitment to a robust compliance program. This statement must leave no doubt that pursuing “business as usual” will not be tolerated and that employees or business representatives will no longer be associated with the company. This statement should be reinforced with strong training for relevant company employees and any third parties which represent the company.

3. Using the information that you developed in Point 1, update your company compliance program to a more comprehensive global anti-corruption policies that extend past the FCPA. If your company is subject to the UK Bribery Act, not only should you revisit the issue of facilitation payment as discussed in Number 4 below, but remember that here the US is the foreign jurisdiction and all conditions that your company places on business outside the US should be included inside the US as well.

4. If your company is outside of the United Kingdom, you should revisit the issue of facilitation payments. While the FCPA does allow facilitation payments, the UK Bribery Act does not. Additionally, several respected international organizations such as the Organization for Economic Development (OECD) have advocated for the end of such payments. The end of facilitation payments is most likely coming so your company should be ready for this change,

5. Perform an updated, detailed and defendable anti-corruption risk assessment. This risk assessment should include such factors as geographic risk, level of interaction your company has with government officials, industry risk, extent of third party representation and review the results of any previous audits or assessments to determine their effectiveness.

6. Identify, categorize and list parties that represent the company and those vendors in the Supply Chain which provide services involving a foreign governmental official and implement a risk based due diligence program. Your due diligence will be influenced by this categorization.

7. Provide or update an effective means for anonymous reporting, such as a hotline. With the implementation of the Dodd-Frank whistleblower provisions, a company must have a robust internal reporting system. It is therefore in the best interest of your company to have an effective hotline and response system in place.

8. Perform reviews to assess the effectiveness of your internal compliance program. This should include testing of your internal controls and the examination of transactions. You should have, at a minimum a full FCPA compliance audit every two years, but your company should also perform an annual assessment on selected portions of your compliance program as well.

While Lozier’s 8 steps are not comprehensive they certainly are a good start and excellent reference point from which you can assess your company’s program, determine where any gaps might be and move to remedy those deficiencies.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.
© Thomas R. Fox, 2011