Red FlagsAs the Petrobras corruption scandal seems to be going strong, we turn our attention to what may be the most corrupt of all the national energy companies, the Venezuelan state oil company Petroleos de Venezuela SA (PDVSA). Business Insider ran a Reuters article, entitled “Red Flags everywhere: A sweetheart deal in Venezuela has gone too far”, by Alexandra Ulmer and Girish Gupta.

The crux of the piece was that a $4.5bn contract to develop over 600 producing wells was awarded to a little known Colombian trucking and trading firm which had no experience in oil and gas development. The company was called Trenaco and was headquartered in Switzerland (no doubt for tax purposes). Even more amazingly Trenaco was so certain that it would win the open, public bidding process that it began hiring staff and purchasing the necessary equipment some six months before the contract was even publicly tendered.

However, the clearly corrupt deal was squelched “In an unprecedented rebellion” by the foreign services companies, such as Halliburton, Weatherford and Schlumberger, “which would have had to work with Trenaco as PDVSA’s joint venture partners” and who “protested that the company was vastly underqualified and undercapitalized”. The same companies also “feared that getting involved in a massive public project anchored by a small and obscure contractor would expose themselves to regulatory scrutiny back home.” There were red flags everywhere, “said one foreign joint venture partner in Caracas.”

The article noted what has been long known in the international energy industry, that PDVSA is one of the most corrupt national energy companies around, “Reuters reviewed company documents and interviewed dozens of foreign and local oil executives, current and former PDVSA employees, union leaders, lawyers and politicians. The sources described a culture of corruption that ranges from the trivial – giving a gift to a secretary to land a meeting with a top PDVSA executive – to the systemic, such as funneling kickbacks in return for large contracts.”

This report is yet one more example of the Foreign Corrupt Practices Act (FCPA) issues that have arisen for companies doing business with PDVSA. In October 2015 both the Wall Street Journal (WSJ) and New York Times (NYT) ran articles that focused on the US government’s investigation into the corrupt goings on of PDVSA and its senior management. The WSJ article, by José De Córdoba and Juan Forero, was entitled “U.S. Investigates Venezuelan Oil Giant”, and the NYT article, by William Neuman, was entitled “U.S. Graft Inquiries Turn to Venezuelan Oil Industry”. Interestingly, the articles focused on different aspects of the investigation but both articles together send a very strong message to the Chief Compliance Officer (CCO) or compliance practitioner who might have business with PDVSA or even with the Venezuelan government or other state owned enterprise in the country.

The WSJ article focused on the conduct of Rafael Ramírez, the former President of PDVSA, and that of his cousin Diego Salazar in facilitating a worldwide and decade long scheme to have companies do business with PDVSA. Ramírez is now the Venezuelan ambassador to the United Nations (UN) and did not comment on the article.

The WSJ article reported that “directors of one of Spain’s leading construction companies were delighted to land an appointment with Rafael Ramírez”, but when they arrived they were met by Salazar. The article stated, “Mr. Salazar got right to the point, they say: The Spaniards would have to pay at least $150 million in kickbacks to be in the running. “If not,” Mr. Salazar told the businessmen, according to one person, “you should return to the airport.”” This and other conduct led the US government to launch “a series of wide-ranging investigations into whether Venezuela’s leaders used PDVSA to loot billions of dollars from the country through kickbacks and other schemes, say people familiar with the matter. The probes, carried out by federal law enforcement in multiple jurisdictions around the U.S., are also attempting to determine whether PDVSA and its foreign bank accounts were used for other illegal purposes, including black-market currency schemes and laundering drug money, these people say.”

To demonstrate how corrupt PDVSA is alleged to have become and how pervasively the bribery was instilled in the DNA of the company, the article said, “A former official from an Asian oil services company says he routinely paid hundreds of dollars in cash in recent years or provided gifts like watches just to secure meetings with midlevel PDVSA officials.” When you have to give a Rolex as a gratuity just to get a meeting, you are dealing with one corrupt institution. Corruption in the company was so systemic that “The result was that up to $3 billion of the $15 billion in services and equipment that PDVSA contracted for annually represented overcharges that flowed back to top company executives, government officials and businessmen as kickbacks, say people knowledgeable about the alleged crimes.”

The NYT article focused on the US government investigation of PDVSA as part of a worldwide investigation into illegal drug trade and money laundering. The article reported that the investigation gained speed in March when US Treasury Department officials accused a bank in the small European country of Andorra as a conduit for the money laundering schemes of PDVSA as well as organized crime groups. Government sources reported that more than $4bn in corrupt funds passed through the Andorran bank as a part of the bribery schemes. The article also said, “the money launderers used shell companies, fake contracts, mischaracterized loans and over-invoiced imports and exports to camouflage their actions.”

Rather amazingly not only did some of this money have a US nexus but the NYT article reported on a US based hedge fund which “paid at least $30MM in bribes to PDVSA officials to steer at least $100MM in pension money into his hedge fund and to give him access to profitable bond and currency transactions from 2006 to 2010.” Moreover, there is another direct US connection to PDVSA. It owns the US entity Citgo. Neither article mentioned the US Company and there is no evidence at this point that Citgo is under investigation. However this US situs for Citgo could well provide an additional basis for US based conduct.

Of course there was also the indictments and guilty pleas here in Houston of two individuals for FCPA violations around their corrupt dealings with PDVSA. According the a Department of Justice (DOJ) Press Release, in March 2016 Abraham Jose Shiera Bastidas (Shiera) pled guilty to violating the FCPA and in June 2016 Roberto Enrique Rincon Fernandez (Rincon) pled guilty to one count of conspiracy to violate the FCPA. Both men “worked together to submit bids to provide equipment and services to PDVSA through their various companies. Rincon admitted that beginning in 2009, he [Rincon] and Shiera agreed to pay bribes and other things of value to PDVSA purchasing analysts to ensure that his and Shiera’s companies were placed on PDVSA bidding panels, which enabled the companies to win lucrative energy contracts with PDVSA. Rincon also admitted to making bribe payments to other PDVSA officials in order to ensure that his companies were placed on PDVSA-approved vendor lists and given payment priority so that they would get paid ahead of other PDVSA vendors with outstanding invoices.” The Press Release also stated, “Rincon is the sixth individual to plead guilty as part of a larger, ongoing investigation by the U.S. government into bribery at PDVSA.”

If you are the CCO of a US company that did business with PDVSA or Citgo over the past 10 years or so; now might be a very propitious time to review all of your business dealings with those entities.

 

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, 2016

ObservationsYesterday I reviewed the underlying facts of the long running Foreign Corrupt Practice Act (FCPA) matter involving the LATAM Airlines Group S.A. (LATAM). The resolution involved criminal charges detailed in an Information resolved via a Deferred Prosecution Agreement (DPA), and a civil settlement with the Securities and Exchange Commission (SEC), resolved through a Cease and Desist Order (Order) outlining the civil violations, which named LATAM’s predecessor-in-interest is LAN Airlines S.A. (LAN) as the respondent party.

The cost to LATAM was not insignificant. As noted in the Department of Justice (DOJ) Press Release, “As part of the DPA, LATAM agreed to pay a $12.75 million criminal penalty” and under the civil settlement with the SEC the company “agreed to pay $6.74 million in disgorgement and $2.7 million in prejudgment interest. Thus, the company paid approximately $22.2 million in combined penalty, disgorgement”.

This week’s settlements bookends the civil settlement with current LATAM President Ignacio Cueto, reached in February 2016. Under the SEC Cease and Desist Order (Cueto Order), Cueto agreed to a civil penalty of $75,000 for both approving an Argentinian official to act as a consultant for the company and approving a payment of $1.15MM to this consultant understanding, at the time, “that it was possible the consultant would pass on some portion of the $1.15 million to union officials in Argentina.” In addition to the aforementioned fine, he agreed to receive anti-corruption training for senior executives of the company.

The company clearly did not take compliance very seriously at the time of the incidents giving rise to this enforcement action, nor did it apparently take seriously any potential FCPA liability. As noted in the DOJ Press Release, “LATAM did not voluntarily disclose the FCPA violations,” and in not self-disclosing compromised certain evidence in the matter. During the pendency of the investigation, they “did not, however, remediate adequately. LATAM failed to discipline in any way the employees responsible for the criminal conduct, including at least one high-level company executive [Cueto listed above], and thus the ability of the compliance program to be effective in practice is compromised.”

At some point the company did see the light and began to “cooperate with the department’s investigation after the press in Argentina uncovered and reported the conduct approximately four years after it had occurred. After LATAM began cooperating, it did so fully and provided all relevant facts known to it, including about individuals involved in the misconduct.” In the DPA, it reflected this lack of cooperation in the paucity of discounting factors, which “As a result, the company paid a penalty within the U.S. Sentencing Guidelines range instead of receiving a discount off the bottom of the range.”

The DOJ clearly did not credit the company for its recalcitrant conduct before and during the investigation. However, as laid out in the DPA, the fine range was $10.2 to $20.4 so the company did obtain a DOJ fine in the lower range of the Sentencing Guidelines. The clear message, yet again from the DOJ, is that the conduct of a company can, will and does lead to receiving credit and such credit can lead to a lower fine or, in the cases of Johnson Controls, Inc., Akamai Technology, Inc., and Nortek Corporation, declinations to prosecute.

I think a couple of other observations are in order for this matter. First in this matter is that the foreign official was paid some amount of money for fraudulent services. The Consultant, a government official at the relevant times, was given money to pay a bribe. From the Cueto Order, it appears the Consultant may well have kept some portion of the $1.15MM destined to bribe the Argentinian labor union officials. How much this Consultant kept and would have constituted his bribe has not been reported.

There is also something else about this case that makes it most interesting and may well portend a new direction of FCPA enforcement. This is one of the rare cases of an agreed criminal charge of the Accounting Provisions of the FCPA. The FCPA itself specifies that violations of the Accounting Provisions become criminal matters under two conditions, found under 15 U.S.C. § 78m [Section 13 of the Securities Exchange Act of 1934].

(4) No criminal liability shall be imposed for failing to comply with the requirements of paragraph (2) of this subsection except as pro­vided in paragraph (5) of this subsection.

(5) No person shall knowingly circumvent or knowingly fail to imple­ment a system of internal accounting controls or knowingly falsify any book, record, or account described in paragraph (2).

 There is nothing in this language which ties it to the foreign official requirement found in sections detailing prohibited practices by issuers (15 U.S.C. § 78dd-1) or domestic concerns (15 U.S.C. § 78dd-2). This might mean that a company, which engages in private or commercial bribery and tried to disguise it through falsification of books and records as the senior management of LATAM did, could be prosecuted for a FCPA violation. So the next time bribes are paid to a union official, but this time not using a foreign government representative to facilitate the bribe payment and does not record the bribe as a bribe, a criminal FCPA violation could result.

Finally, what happens under the FCPA if the SEC changes its definition of issuer to include a class of private companies or even all private companies? Does this sound far-fetched? Consider the Keynote Address at the SEC-Rock Center on Corporate Governance Silicon Valley Initiative by SEC Chairperson Mary Jo White, on March 16, 2016. In this speech White addressed concerns about the disclosures by certain Silicon Valley companies in the pre-IPO stages of fund raising. At this point the SEC is more concerned about the multi-billion dollar unicorns and the information they release to the capital market in capital raising exercises. Yet, if the SEC somehow begins to apply issuer requirements to these private companies for the purposes of access to capital markets, it does not seem to me to be too much of a stretch to move that logic to the FCPA, particularly if the SEC follows this logic of the protection of investors, as laid out by White in her speech.

Fortunately we are not at that bridge as yet. However, the LATAM/LAN enforcement action is instructive for the compliance practitioner. Once again, the DOJ has demonstrated the benefits a company will receive by self-disclosure. One only has to compare this matter with the first four cases resolved after the initiation of the Pilot Program to see the benefits of meeting the four prongs of the Pilot Program. The message could not be clearer.

 

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, 2016

Questions 2What is the cost of a Foreign Corrupt Practices Act (FCPA) violation? One subset of that question is what is the cost of not cooperating and not remediating during the pendency of such investigations? Those were two of the questions, which seemed to permeate the resolution of the long running FCPA matter involving the LATAM Airlines Group S.A. (LATAM). The settlement documents released included an Information, detailing the criminal charges; a Deferred Prosecution Agreement (DPA), and a Securities and Exchange Commission (SEC) Cease and Desist Order (Order) outlining the civil violations. LATAM’s predecessor-in-interest is LAN Airlines S.A. (LAN). Today I want to look at the underlying facts and disposition and tomorrow I will consider some of the lessons learned.

Yet before we get to any of these facts, the question which I was asked the most about this case was who was the foreign official bribed in this matter? I have read the Information outlining the criminal conduct and the criminal charges brought; the DPA, the Department of Justice (DOJ) Press Release and the SEC Order outlining the civil violations involved. The bribe payments were made by a LAN Consultant, who was an Argentine government official, to labor union officials in Argentina to secure labor peace for the airline. This person was only identified as “Consultant” in the Information and was further identified in the Order as “a Cabinet Advisor in the Ministry of Federal Planning, Public Investment and Services, Department of Transportation. On January 31, 2005, the Secretary of Transportation appointed the consultant as a Cabinet Advisor “ad-honorem” pursuant to an unpublished Resolution.” This Consultant, a foreign government official under the facts of this case, who made $1.15MM in corrupt payments to Argentinian labor unions.

The bribery scheme was a fairly standard, uninspired scheme in comparison to some of the schemes we have recently seen in FCPA enforcement actions. The pedestrian bribery program was probably due to the fact there was no need to hide it from senior management as it involved, according to the Information, a “LAN Executive” who was a “high-level executive at LAN.” (LAN was the predecessor of LATAM). This LAN Executive “LAN negotiated and executed a fictitious $1.15 million consulting agreement with Consultant, through a company he owned and operated, in order to funnel bribes to labor union officials.”

Of course the agreement was never signed by the corrupt LAN Executive, nor were any of the terms and conditions of the Consultant’s services ever delivered. Indeed, it was this LAN Executive who instructed the company’s Chief Financial Officer (CFO) to make the corrupt payments. In short, the contract was a sham from the start and was simply used to funnel money to the Consultant to pay bribes to labor union officials to keep the peace. Another LAN subsidiary was created to make the corrupt payments and even then, the payments made to the Consultant were to his bank account in the US. The relevant time period of the bribe payments was 2006-2007.

While LAN may not have been a completely corrupt organization, about the best thing one can say about it is that it had no commitment to compliance. They did not have any person tasked with heading the compliance function until at least 2008. It was not until 2013 that LATAM adopted a Code of Conduct, which included anti-corruption provisions. Finally, it was not until 2014 that the company even bothered to implement a new compliance program that included, according to the Order, “an Anti-Corruption Guide, a Gifts, Travel, Hospitality and Entertainment Policy, an Escalation Policy, and Procurement and Payment policies.”

This is one of the rare FCPA enforcement actions where a criminal violation of the Accounting Provisions is found. There were violations of both the Books and Records and Internal Controls Provisions. Regarding the Books and Records Provisions, the Information stated that LATAM did “knowingly and willfully falsified and caused to be falsified its books, records, and accounts and did not, in reasonable detail, accurately and fairly reflect its transactions and dispositions, to wit: the defendant knowingly falsified records relating to the retention and nature of services of, and payments to, Consultant in order to conceal the true purpose of retaining Consultant”.

Regarding the Internal Controls Provisions, the Information stated, “During the relevant period, LAN knowingly and willfully failed to implement a sufficient system of internal accounting controls. In particular and as relevant here, LAN had deficient internal accounting controls that did not require, among other things, (a) due diligence for the retention of third party consultants; (b) a fully executed contract with a third party before payment could be made to it; (c) invoices issued to the LAN entity that in fact engaged the third party; (d) documentation or other proof that services had been rendered by a third party before payment could be made to it; (e) that payment to third parties retained by LAN or LAN entities be made to bank accounts held in the names of those third parties; or (f) oversight of the payment process to ensure that payments were made pursuant to appropriate controls, including those described above.”

In addition to the conduct detailed above, LAN did not self-disclose the FCPA violations to the DOJ and did not cooperate with the DOJ and SEC until some point later in the investigation. LATAM paid a stiff amount for its recalcitrance. As was stated in the DOJ Press Release, “LATAM agreed to pay a $12.75 million criminal penalty, continue to cooperate with the department’s investigation, enhance its compliance program and retain an independent corporate compliance monitor for a term of at least 27 months.” The company also paid a hefty SEC penalty, “it agreed to pay $6.74 million in disgorgement and $2.7 million in prejudgment interest.” The total amount was $22.2MM in fines and penalties.

Finally, as was stated in several places in the resolution documents and citing to the DOJ Press Release, “LATAM failed to discipline in any way the employees responsible for the criminal conduct, including at least one high-level company executive, and thus the ability of the compliance program to be effective in practice is compromised.” All of this means the individual referred to as “LAN Executive” is still in the company and most probably still an executive.

This enforcement action also saw the re-emergence of the requirement for a Corporate Monitor. The period of the monitorship was listed at 27 months and is charged with evaluating the effectiveness of the company’s new compliance program and compliance with the FCPA. The Monitor is also mandated to assess the Board of Directors’ and senior management’s commitment to the corporate compliance program.

 

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, 2016

Chris FroomeI begin today’s post with a tip of the (cycling) helmet to Englishman Chris Froome who yesterday won his third Tour de France championship. Froome overcame a great many obstacles, not the least of which was being involved a couple of crashes and one very over zealous fan. So here is a nod to Froome and I cannot wait for the 2017 Tour.

Now let us return to the fall of 2013, when New York Times (NYT) reported that JPMorgan Chase (JPMorgan) was under Foreign Corrupt Practices Act (FCPA) scrutiny in China for its hiring practices. In an article entitled “Hiring in China By JPMorgan Under Scrutiny”, Jessica Silver-Greenberg, Ben Protess and David Barboza broke the story that both the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) were investigating JPMorgan to determine “whether JPMorgan Chase hired the children of powerful Chinese officials to help the bank win lucrative business in the booming nation.”

The article detailed several situations where JPMorgan hired the children of Chinese government officials and sometime thereafter the bank was able to secure work from the business or industry of a parent of a hired employee. The examples included the hiring of a “son of a former Chinese banking regulator who is now the chairman of the China Everbright Group, a state-controlled financial conglomerate, according to the document, reviewed by the NYT, as well as public records. After the chairman’s son came on board, JPMorgan secured multiple coveted assignments from the Chinese conglomerate, including advising a subsidiary of the company on a stock offering, records show.” In another instance, the bank hired the daughter of a Chinese railway official. After hiring the daughter, JPMorgan was hired to assist the company to go public.

Things got worse when Dawn Kopecki, in a Bloomberg article entitled “JPMorgan Bribe Probe Said to Expand in Asia as Spreadsheet Is Found”, reported that there was “an internal spreadsheet that linked appointments to specific deals pursued by the bank”. She noted that the original investigation, which began in Hong Kong, had expanded to other countries in Asia and that JPMorgan “opened an internal investigation that has flagged more than 200 hires for review, said two people with knowledge of the examination, results of which JPMorgan is sharing with regulators.” Kopecki quoted Dan Hurson, a former US prosecutor and SEC lawyer, who said the “SEC will hunt for evidence showing “these weren’t real jobs, that they were only there because their father or mother were important public officials””; and “If the public official requested the job for the child, that would be a strong indication to the company that the official was seeking and receiving something of value.” Perhaps, more damaging was that the spreadsheet had information that apparently linked “some hiring decisions to specific transactions pursued by the bank.”

In a later NYT article, entitled “JPMorgan Hiring Put China’s Elite on an Easy Track”, Jessica Silver-Greenberg and Ben Protess further reported that the JPMorgan hiring program even had its own name, which was ‘Sons & Daughters’. Although the program was originally set up to provide transparency and visibility into the hiring process that might implicate FCPA issues, they reported that it went badly “off track”. Under the Sons & Daughters hiring program, a two-tiered track was created in the hiring process, one for regular applicants and one for children of Chinese officials. However, as time passed the program began to be used to allow for fewer job interviews and relaxed hiring standards for the candidates in the program. This allowed the company to hire some candidates who had “subpar academic records and lacked relevant expertise.”

All of this came home to roost last week, when Christopher M. Matthews, Emily Glazer and Aruna Viswanatha, reporting in a Wall Street Journal (WSJ) article entitled “J.P. Morgan Chase Nearing Settlement With Prosecutors on Asia Hiring Probes”, wrote “J.P. Morgan Chase & Co. is expected to pay around $200 million to settle federal investigations into whether it tried to win business by hiring the sons and daughters of powerful people in Asia”. The settlement was based on FCPA violations for the bank’s “hiring of “princelings,” the kin of high-ranking Chinese government officials and managers of state-owned companies, allegedly to curry favor in getting deals.”

The WSJ piece described a much more detailed hiring scheme than had been previously reported, “In all, J.P. Morgan hired 222 candidates under a program known internally as “Sons and Daughters” that ran from 2004 to 2013. They included those referred by officials at nine of 12 large Chinese companies that the bank took public in Hong Kong.”

The WSJ article detailed several instances of the bank’s hiring of unqualified applicants, who became employees, without the basic skills to operate in a US based multinational organization. The article discussed one of the hires, Gao Jue, who “did poorly on his job interviews at J.P. Morgan, messed up his work visa, accidentally sent a sexually explicit email to a human-resources employee and was described by a senior banker as “immature, irresponsible and unreliable,” according to internal bank emails reviewed by the Journal and people familiar with the matter.”

In an interesting portion of the article, it said “Both sides have agreed that an executive of a state-owned company is considered a government official, but there is dispute over what conduct is considered corrupt from a legal point of view in cultures where it is common to hire well-connected individuals.” This would appear to be an acknowledgment of the four US courts that have considered this question and all have found this interpretation to be correct.

Further, the WSJ article noted, “U.S. government officials have told the banks that hiring someone with connections to a government official with the intent of winning business is, in itself, a violation of law even if there isn’t an explicit quid pro quo”. Apparently lawyers for the bank “have accused the government of overreaching in the hiring cases by threatening to criminalize standard business practices in some countries”. Yet the key to the DOJ position seems to be the hiring with intent to influence an official to do something. It is not much of a stretch to find a FCPA violation in such conduct, particularly given the reported facts in this matter.

While there have been two prior FCPA enforcement actions involving the hiring of family members of government officials or employees of state owned enterprises, Qualcomm Inc. and The Bank of New York Mellon, the reported JPMorgan resolution amount will dwarf those settlements. But there may be others in the works as well as the WSJ also noted that other banks are under FCPA scrutiny, including “Citigroup Inc., Credit Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group Inc., HSBC Holdings PLC, Morgan Stanley and UBS Group AG, according to regulatory filings.”

 

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, 2016