7K0A0014-2One question often posed to me is how to think through some of the relationships a company has with its various third parties in order to reasonably risk rank them. Initially I would break this down into sales and supply chain to begin any such analysis. Anecdotally, it is said that over 95% of all Foreign Corrupt Practices Act (FCPA) enforcement actions involve third parties so this is one area where companies need to put some thoughtful consideration. However, the key is that if you employ a “check-the-box” approach it may not only be inefficient but more importantly, ineffective. The reason for this is because each compliance program should be tailored to an organization’s specific needs, risks and challenges. The information provided below should not be considered a substitute for a company’s own assessment of the corporate compliance program most appropriate for that particular business organization. In the end, if designed carefully, implemented earnestly, and enforced fairly, a company’s compliance program—no matter how large or small the organization—will allow the company, generally, to prevent violations, detect those that do occur, and remediate them promptly and appropriately.

Sales Side

I tend to view things in a straightforward manner when it comes to representatives on the sales side of your business. I believe that third party representatives you might have, whatever you might call them, i.e. sales reps, sales agents, sales agents, commissioned sales agents, or anything else, are high risk and therefore they should receive your highest level of scrutiny. This is also true with any party that might be called, charitably or not, ‘a partner’ whether that is a joint venture (JV) partner, plain old partner, Teaming Partner or another monickered ‘partner’. However, under this approach you should also consider the perception of corruption in the geographic area that you will use the third party. I recognize that you can overlay a financial threshold but the reality is that if a sales representative generates such a small amount of money for your business you probably do not need them as representative.

At least with distributors, I have seen merit in more sophisticated approaches such as that set out by David Simon, a partner at Foley & Lardner LLP, who advocates a risk analysis should more appropriately based on the nature of a company’s relationships with their distributors. The goal should be to determine which distributors are the most likely to qualify as agents; for whose acts the company would likely to be held responsible.  He argues that it is a continuum of risk; that is, on the low-risk end are distributors that are really nothing more than re-sellers with little actual affiliation with the supplier company. On the high-risk end are distributors who are very closely tied to the supplier company, who effectively represent the company in the market and end up looking more like a quasi-subsidiary than a customer.

Simon looks at agency principles to guide his analysis of whether a distributor qualifies as an agent for FCPA purposes. He argues that factors to consider include:

  • The volume of sales made to the distributor;
  • The percentage of total sales of the distributor’s total business the principal’s product represents;
  • Whether the distributor represents the principal in the market, including whether it can (and does) use the company trademarks and logos in its business; and

Whether the principal company is involved in the running of the distributor’s business (such as by training the distributor’s sales agents, imposing performance goals and objectives, or providing reimbursement for sales activity).

Once a company segregates out the high-risk distributors that likely qualify as agents and potentially subject the company to FCPA liability from those that are mere re-sellers and pose less FCPA risk, FCPA compliance procedures can be tailored appropriately. For those distributors that qualify as “agents” and also pose FCPA risk, full FCPA due diligence, certifications, training and contract language are imperative. For those that do not, more limited compliance measures that reflect the risk-adjusted potential liability are perfectly appropriate.

Supply Chain

This determination of the level of due diligence and categorization of a supplier should depend on a variety of factors, including, but not limited to, whether the supplier is (1) located, or will operate, in a high risk country; (2) associated with, or recommended or required by, a government official or his or her representative; (3) currently under investigation, the subject of criminal charges, or was recently convicted of criminal violations, including any form of corruption; (4) a multinational publicly traded corporation with a recognized exemplary system of compliance and internal controls, that has not been recently investigated or convicted of any corruption offense or that has taken appropriate corrective action to remedy such conduct; or (5) a provider of widely available services and products that are not industry specific, are offered to the public at large and do not fall under the definition of Minimal-Risk Supplier detailed below.

A High-Risk Supplier is an individual or an entity that is engaged to provide non-project specific goods or services to a company. It presents a higher level of compliance risk because of the presence of one or more of the following factors: (a) It is based or operates in a country (including the supply of goods or services to a company) that poses a high risk for corruption, money laundering, or commercial bribery; (b) It supplies goods or services to a company from a high-risk country; (c) It has a reputation in the business community for questionable business practices or ethics; or (d) It has been convicted of, or is alleged to have been involved in, illegal conduct and has failed to undertake effective remedial actions. Finally, it presents one or more of the following factors,: (1) It is located in a country that has inadequate regulatory oversight of its activities; (2) it is in an unregulated business; (3) its ultimate or beneficial ownership is difficult to determine; (4) the company has an annual spend of more than $100,000 with the supplier; (5) it was established or registered in a jurisdiction where ownership is not transparent or that permits ownership in the form of bearer shares; (6) it is registered or conducts business in a jurisdiction that does not have anti-corruption, anti-money laundering and anti-terrorism laws comparable to those of the United States and the United Kingdom; or (7) it lacks a discernable and substantial business history.

A Low-Risk Supplier is an individual or a non-publicly held entity that conducts business such as a sole proprietorship, partnership or privately held corporation, located in a Low-Risk Country. Some indicia include that it (1) supplies goods, equipment or services directly to a company in a Low-Risk Country; (2) a company has an annual spend of less than $100,000 with the supplier; and (3) the supplier has no involvement with any foreign government, government entity, or Government Official. However, if the supplier has other indicia of lower risk such that it is a publicly-held company, it may be considered a Low-Risk Supplier because it is subject to the highest disclosure and auditing and reporting standards such as those under the US Securities Exchange Act of 1934, including those publicly traded on a reputable and highly regulated stock exchange, such as the New York or London exchanges, and are, therefore, subject to oversight by highly regarded regulatory agencies.

Below the high and low risk categories I would add the category of ‘Minimal-Risk Suppliers’ who generally provide to a company goods and services that are non-specific to a particular project and the value of the transaction is $25,000 or less. Some examples might be for the routine purchase of fungible items and services, including, among others: Office supplies, such as paper, furniture, computers, copiers, and printers; Industrial or factory supplies, including cleaning materials, solvents, safety clothing and off-the-shelf equipment and parts; Crating and other standard materials for packing products for shipping; Leasing and rental of company cars and other equipment; and Airline or other travel tickets or services. This category would also include those third parties that provide widely available services and products that are not industry specific, are offered to the public at large. Here you might think of periodicals, florists, daily limousine and taxi, airline and food delivery (including coffee shops, pizza parlors and take out) services.

Last, but certainly not least, is the category of Government Service Providers, which includes entities that generally come into a company through the supply chain, who interact with a foreign government on behalf of your company. Examples might be customs brokers, providers who obtain and process business permits, licenses, visas, work permits and necessary clearances or waivers from government agencies; perform lobbying services; obtain regulatory approvals; negotiate with government agencies regarding the payment of taxes, tax claims, and tax audits. These third parties present some of your highest risks so they need to have not only the highest level of scrutiny but post contract-signing management as well.

The risk ranking of third parties is one of the areas that seems to continue to cause confusion, if not outright bewilderment. The manner in which the articulated risk rankings presented herein is not to be the ‘be-all and end-all’. As the FCPA Guidance reminds us, “An effective compliance program promotes “an orga­nizational culture that encourages ethical conduct and a commitment to compliance with the law.”…A well-constructed, thought­fully implemented, and consistently enforced compliance and ethics program helps prevent, detect, remediate, and report misconduct, including FCPA violations.” If you think through your risk rankings and can articulate a reasonable basis for doing so followed by documentation, I think your own risk ranking system will survive regulatory scrutiny.

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, 2014

Tumbleweed ConnectionWhatever you might think of where his career went, Elton John had some great early stuff. I still rank Tumbleweed Connection right up there as one of my favorite albums of all-time. And while it was packed with some great tracks, one of my most favorite was Where to Now St. Peter? It was the opening track on Side 2 and dealt with whether a dying soldier would end up in heaven or hell. While perhaps having quite the spiritual overtones, I did think about this song when I read about the convictions on Saturday of Peter William Humphrey, a 58-year-old British national, and his wife, Yu Yingzeng, a 61-year-old naturalized American, on charges of illegally purchasing personal information about Chinese nationals.

In a one day trial the couple was convicted of illegally purchasing information on Chinese citizens. In an article in the Financial Times (FT), entitled “China court hands GSK investigator jail term and orders deportation”, Gabriel Wildau and Andrew Ward reported that husband Humphreys received a two and a half year jail term which was “just short of the three-year maximum”. In an article in the Wall Street Journal (WSJ), entitled “China Convicts Two Corporate Investigators”, James T. Areddy and Laurie Burkitt reported that he was also ordered to pay a fine of approximately $32,500 and will be deported from the country when his jail term is completed. Wife Yingzeng received a two year jail term and was ordered to pay a fine of approximately $23,000 but will be allowed to remain in the country after her sentence is completed.

In a New York Times (NYT) article, entitled “In China, British Investigator Hired by Glaxo, and Wife, Sentenced to Prison”, David Barboza reported that the couple “acknowledged that from 2009 to 2013, they obtained about 250 pieces of private information about individuals, including government-issued identity documents, entry and exit travel records and mobile phone records, all apparently in violation of China’s privacy laws.” According to the NYT article, wife Yu claimed that she did not know her actions where illegal and was quoted as saying, “We did not know obtaining these pieces of information was illegal in China. If I had known I would have destroyed the evidence.” According to the WSJ, the privacy law which was the basis of the conviction, was enacted in 2009 “to make it illegal to handle certain personal medical records and telephone records” but that the law itself “remains vague” on what precisely might constitute violation.

From the court statements, however, it did appear that the couple had trafficked in personal information. As reported by the WSJ, “In separate responses over more than 10 hours, My Humphreys and Ms. Yu denied that their firm trafficked in personal information, saying they had hired others to obtain personal data when clients requested it.” From the documents presented by the prosecution, it would seem clear that the couple had obtained my items which were more personal in nature. They were alleged by prosecutors to have “used hidden cameras to gather information as well as government records on identification numbers, family members, real-estate holdings, vehicle owner, telephone logs and travel records.”

Recognizing the verdicts under Chinese laws are usually predetermined and the entire trials are scripted affairs, there is, nonetheless, important information communicated to the outside world by this trial. First and foremost is, as reported in the NYT article is a “chilling effect on companies that engage in due diligence work for global companies, many of whom believe the couple may have been unfairly targeted.” The WSJ article went further quoting Geoffrey Sant for the following, “It impacts all attempts to do business between the U.S. and China because it will be very challenging to verify the accuracy of company or personal financial information.” In other words, things just got a lot tougher to perform, what most companies would expect to be a minimum level of due diligence.

Second is the time frame noted in the court statements as to the time of the violations, from 2009 to 2013. Many had assumed that Humphreys and Yingzeng’s arrests related to their investigation work on behalf of the British pharmaceutical giant GlaxoSmithKline PLC (GSK) which was trying to determine who had filmed a sex tape of the company’s head of Chinese operations, which was then provided to the company via an anonymous whistleblower. This would seem to beg the question of whether the couple would have been prosecuted if they not engaged in or accepted the GSK assignment.

But as Elton John asked, “Where to now St. Peter?” You should always remember that performing due diligence is but one of five steps in the management of the third party life cycle. If you cannot perform due diligence at a level that you do in other countries or that you could even have done in China before the Humphreys and Yu trial, you can beef up the other steps to help proactively manage your third parties. I often say that your real work with third parties begins when the contract is executed because then you have to manage the relationship going forward. So, if you cannot perform the level of due diligence you might like, you can put more resources into monitoring the relationship, particularly in the area of invoice review and payments going forward.

In a timely article found in this month’s issue of the SCCE magazine, Compliance and Ethics Professional, Dennis Haist and Caroline Lee published an article, entitled “China clamps down on bribery and corruption: Why third-party due diligence is a necessity” where they discussed a more robust response to the issue as well. They note that the retention of third party’s to do business in China is an established mechanism through which to conduct business. They advise “For multinationals with a Chinese presence, or plans to enter the market in the near future, now is the time to pay close attention to the changing nature of the business landscape as it relates to bribery and corruption.” Further, they suggest that “In order to ensure compliance with ABAC [anti-bribery/anti-corruption] regulatory scrutiny, multinationals must demonstrate a consistent, intentional and systematic approach to third-party compliance.” But in addition to the traditional background due diligence, they believe that companies should consider an approach that moves to proactively managing and monitoring third parties for compliance. Lastly, at the end of the day if a regulator comes knocking from the Department of Justice (DOJ) or Serious Fraud Office (SFO), you will need to demonstrate the steps you have put in place and your active management of the process.

In the FT, WSJ and NYT articles it was clearly pointed out that the invisible elephant in the room was GSK. Also it is not clear what the personal tragedy that Humphreys and Yu have endured will mean for GSK or the individuals caught up in that bribery scandal going forward. Humphreys had previously said that he would not have taken on the GSK sex tape assignment if it had been disclosed to him that the company had sustained allegations of corruption by an internal whistleblower. Perhaps one lesson may be that in the future companies will have to disclosure more to those they approach to perform such investigative services.

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, 2014

World Cup e-BookThe 2014 World Cup is over and in the books. It was a great tournament for probably everyone across the globe but the host nation of Brazil. While there are many lessons to be learned from this event, the lead up to and events of this year’s World Cup provide some interesting insights for the compliance practitioner. I have collected some of my writings on FIFA, the World Cup and the world of the ‘Beautiful Game’ in one volume, entitled, “Lessons Learned from the Beautiful Game: Compliance, FIFA and the World Cup”. It is now out and available from amazon.com in Kindle e-reader format.

In this short volume I take a look at some for the following topics.

  • FIFA and its selection process for the 2022 World Cup in Qatar.
  • Performing due diligence and World Cup bids.
  • Referee Professionalism as an anti-corruption tool
  • What are some of the consequences for failure to set a proper tone-at-the-top.
  • Leadership lessons from managers of some of the world’s top soccer clubs.
  • Lessons learned from both compliance successes and failures.

I am sure that you will find this e-Book gives you some ideas for your anti-corruption compliance program, no matter which FIFA country you might practice compliance in. Finally, you cannot beat the price, as it is only $3.99. You can order a copy by going to amazon.com or by simply clicking here.

M&AToday I conclude my three-part series on mergers and acquisitions under the Foreign Corrupt Practices Act (FCPA) with a review of the post-acquisition phase.

Previously many compliance practitioners had based decisions in the M&A context on DOJ Opinion Release 08-02 (08-02), which related to Halliburton’s proposed acquisition of the UK entity, Expro. In the spring of 2011, the Johnson & Johnson (J&J) DPA changed the perception of compliance practitioners regarding what is required of a company in the M&A setting related to FCPA due diligence, both pre and post-acquisition. On June 18 2012, the DOJ released the Data Systems & Solutions LLC (DS&S) DPA which brought additional information to the compliance practitioner on what a company can do to protect itself in the context of M&A activity.

08-02 began as a request from Halliburton to the DOJ from issues that arose in the pre-acquisition due diligence of the target company Expro. Halliburton had submitted a request to the DOJ specifically posing these three questions: (1) whether the proposed acquisition transaction itself would violate the FCPA; (2) whether, through the proposed acquisition of Target, Halliburton would “inherit” any FCPA liabilities of Target for pre-acquisition unlawful conduct; and (3) whether Halliburton would be held criminally liable for any post-acquisition unlawful conduct by Target prior to Halliburton’s completion of its FCPA and anti-corruption due diligence, where such conduct is identified and disclosed to the Department within 180 days of closing.

I. Halliburton 

Halliburton committed to the following conditions in 08-02, if it was the successful bidder in the acquisition:

  1. Within ten business days of the closing. Halliburton would present to the DOJ a comprehensive, risk-based FCPA and anti-corruption due diligence work plan which would address, among other things, the use of agents and other third parties; commercial dealings with state-owned customers; any joint venture, teaming or consortium arrangements; customs and immigration matters; tax matters; and any government licenses and permits. The Halliburton work plan committed to organizing the due diligence effort into high risk, medium risk, and lowest risk elements.

a)     Within 90 days of Closing. Halliburton would report to the DOJ the results of its high risk due diligence.

b)    Within 120 days of Closing. Halliburton would report to the DOJ the results to date of its medium risk due diligence.

c)     Within 180 days of Closing. Halliburton would report to the DOJ the results to date of its lowest risk due diligence.

d)    Within One Year of Closing. Halliburton committed full remediation of any issues which it discovered within one year of the closing of the transaction.

Many lawyers were heard to exclaim, “What an order, we cannot go through with it.” However, we advised our clients not to be discouraged because 08-02 laid out a clear road map for dealing with some of the difficulties inherent in conducting sufficient pre-acquisition due diligence in the FCPA context. Indeed the DOJ concluded 08-02 by noting, “Assuming that Halliburton, in the judgment of the Department, satisfactorily implements the post-closing plan and remediation detailed above… the Department does not presently intend to take any enforcement action against Halliburton.”

II.Johnson & Johnson (J&J)

In Attachment D of the J&J DPA, entitled “Enhanced Compliance Obligations”, there is a list of compliance obligations in which J&J agreed to undertake certain enhanced compliance obligations for at least the duration of its DPA beyond the minimum best practices also set out in the J&J DPA. With regard to the M&A context, J&J agreed to the following:

  1. J&J will ensure that new business entities are only acquired after thorough FCPA and anti-corruption due diligence by legal, accounting, and compliance personnel. Where such anti-corruption due diligence is not practicable prior to acquisition of a new business for reasons beyond J&J’s control, or due to any applicable law, rule, or regulation, J&J will conduct FCPA and anti-corruption due diligence subsequent to the acquisition and report to the Department any corrupt payments, falsified books and records, or inadequate internal controls as required by … the Deferred Prosecution Agreement.
  2. J&J will ensure that J&J’s policies and procedures regarding the anti-corruption laws and regulations apply as quickly as is practicable, but in any event no less than one year post-closing, to newly-acquired businesses, and will promptly, for those operating companies that are determined not to pose corruption risk, J&J will conduct periodic FCPA Audits, or will incorporate FCPA components into financial audits.
  3. Train directors, officers, employees, agents, consultants, representatives, distributors, joint venture partners, and relevant employees thereof, who present corruption risk to J&J, on the anticorruption laws and regulations and J&J’s related policies and procedures; and
  4. Conduct an FCPA-specific audit of all newly acquired businesses within 18 months of acquisition.

These enhanced obligations agreed to by J&J in the M&A context were less time sensitive than those agreed to by Halliburton in 08-02. In the J&J DPA, the company agreed to the following time frames:

  1. 18 Month – conduct a full FCPA audit of the acquired company.
  1. 12 Month – introduce full anti-corruption compliance policies and procedures into the acquired company and train those persons and business representatives which “present corruption risk to J&J.”

III. Data Systems & Solutions LLC (DS&S)

In the DS&S DPA there were two new items listed in the Corporate Compliance Program, attached as Schedule C to the DPA, rather than the standard 13 items we have seen in every DPA since at least November 2010. The new additions are found on items 13 & 14 on page C-6 of Schedule C and deal with mergers and acquisitions. They read in full:

  1. DS&S will develop and implement policies and procedures for mergers and acquisitions requiring that DS&S conduct appropriate risk-based due diligence on potential new business entities, including appropriate FCPA and anti-corruption due diligence by legal, accounting, and compliance personnel. If DS&S discovers any corrupt payments or inadequate internal controls as part of its due diligence of newly acquired entities or entities merged with DS&S, it shall report such conduct to the Department as required in Appendix B of this Agreement.
  2. DS&S will ensure that DS&S’s policies and procedures regarding the anticorruption laws apply as quickly as is practicable to newly acquired businesses or entities merged with DS&S and will promptly:
  3. Train directors, officers, employees, agents, consultants, representatives, distributors, joint venture partners, and relevant employees thereof, who present corruption risk to DS&S, on the anti-corruption laws and DS&S’s policies and procedures regarding anticorruption laws.
  4. Conduct an FCPA-specific audit of all newly acquired or merged businesses as quickly as practicable.

This language draws from and builds upon the prior Opinion Release 08-02 regarding Halliburton’s request for guidance and the J&J “Enhanced Compliance Obligations” incorporated into its DPA. While the DS&S DPA does note that it is specifically tailored as a solution to DS&S’s FCPA compliance issues, I believe that this is the type of guidance that a compliance practitioner can rely upon when advising his or her clients on what the DOJ expects during M&A activities.

 

FCPA M&A Box Score Summary

Time Frames Halliburton 08-02 J&J DS&S
FCPA Audit
  1. High Risk Agents – 90 days
  2. Medium Risk Agents – 120 Days
  3. Low Risk Agents – 180 days
18 months to conduct full FCPA audit As soon “as practicable
Implement FCPA Compliance Program Immediately upon closing 12 months As soon “as practicable
Training on FCPA Compliance Program 60 days to complete training for high risk employees, 90 days for all others 12 months to complete training As soon “as practicable

 

The Guidance, coupled with the 08-02 and the two enforcement actions, speak to the importance that the DOJ puts on M&A in the FCPA context. The time frames for post-acquisition integration are quite tight. This means that you should do as much work as you can in the pre-acquisition stage. The DOJ makes clear that rigor is needed throughout your entire compliance program, including M&A. This rigor should be viewed as something more than just complying with the FCPA; it should be viewed as just making good business sense.

Nat Edmonds, in an interview in the Wall Street Journal (WSJ) entitled, “Former Justice Official: How to Buy Corrupt Companies”, emphasized that if a company does not have the opportunity to make these types of inquiries in the pre-acquisition stage the “DOJ and SEC generally recognize that sometimes it’s not possible to do complete due diligence beforehand. However, if there are good faith efforts to conduct due diligence, integrate compliance programs and take remedial actions by removing those wrongdoers — if all of that is done on a quick basis [authorities] give very strong credit. The best example of this is the 2009 purchase by Pfizer of Wyeth. I was prosecutor on the Pfizer Wyeth [bribery] case. Pfizer was able to do some due diligence before the acquisition but because both are massive organizations it was not possible to do complete due diligence prior to acquisition. But after the acquisition within 180 days they had identified much of the wrongdoing at Wyeth and ensured it was halted. As a result of that we gave them credit. On the criminal side Pfizer was not held criminally liable for any of the conduct at Wyeth. Most of what Pfizer was held responsible for was as a result of a previous acquisition of Pharmacia, which they acquired in 2002 and 2003. At the time of the Pharmacia acquisition, acquirers did not typically conduct anti-corruption due diligence on targets. And during the investigation most of the violations of FCPA [Pfizer] was held criminally liable for began prior to the acquisition of Pharmacia –some was afterwards. Pfizer was held responsible for the misconduct at Pharmacia both before and afterwards. The Pfizer case is interesting because it shows both the good and bad.”

I believe that he information is out there for the steps to take in a merger or acquisition to avoid FCPA liability. You should place emphasis on both the pre and post acquisition phases; equally because as with most FCPA compliance program components, they just make good business sense.

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, 2014

7K0A0032I wish I could be there.

Next week, the FCPA Professor is leading his first FCPA Institute this summer over two days, July 16 and 17. The event will be held in Milwaukee and hosted by the law firm of Foley and Lardner.

The Professor’s stated goal in leading this first Institute is “to develop and enhance fundamental skills relevant to the FCPA and FCPA compliance in a stimulating and professional environment with a focus on learning. Information at the FCPA Institute is presented in an integrated and cohesive way by an expert instructor with FCPA practice and teaching experience.” Some of the topics, which will be covered, include the following:

  • An informed understanding of why the FCPA became a law and what it seeks to accomplish;
  • A comprehensive understanding of the FCPA’s anti-bribery and books and records and internal controls provisions and related enforcement theories;
  • Various realties of the global marketplace which often give rise to FCPA scrutiny;
  • The typical origins of FCPA enforcement actions including the prominence of corporate voluntary disclosures;
  • The “three buckets” of FCPA financial exposure and how settlement amounts in an actual FCPA enforcement action are typically not the most expensive aspect of FCPA scrutiny and enforcement;
  • Facts and figures relevant to corporate and individual FCPA enforcement actions including how corporate settlement amounts are calculated;
  • How FCPA scrutiny and enforcement can result in related foreign law enforcement investigations as well as other negative business effects from market capitalization issues, to merger and acquisition activity, to FCPA related civil suits; and
  • Practical and provocative reasons for the general increase in FCPA enforcement.

In other words, it is what you have come to expect from the FCPA Professor; well-thought out reasoned analysis, practical knowledge and learning, and provocative thinking and assessment. But more than all of the above I believe you will receive some great insight into and why the FCPA Professor continually challenges the status quo in many areas about the FCPA. He and I often look at the same thing and see different views but by seeing more than one view, I believe you will come away with a deeper overall understanding of the entire FCPA picture.

For complete information on the FCPA Institute, click here.

As Monty Python might say And Now For Something Completely Different. If you would like a much shorter view of some FCPA and anti-corruption related topics, check out some of my most recent podcasts, the FCPA Compliance and Ethics Report. 

In Episode 74, I visit with Paul McNulty about his upcoming move to become the President of his alma mater, Grove City College.

In Episode 72, I visit with the GRC Pundit, Michael Rasmussen about why companies have such a disconnect when it comes to the theory and practice of their GRC practices.

In Episode 69, I visit with Joe Oringel about his company’s exciting new approach to transaction monitoring in the anti-corruption space.

In Episode 68, I interview Neil Swidey, author of Trapped Under the Sea about his experiences in researching and writing his book.

In Episode 66, the FCPA Professor shares his thoughts on the Esquenazi decision.

In Episode 63 and 64, I have a two-part discussion of the management of third parties under the FCPA.

For those few of you on the planet not aware of it, the World Cup final will be held this coming Sunday. Mike Brown and I have been discussing the World Cup, FIFA and anti-corruption in our World Cup Report series. You can check out Part I, Part II, Part III, Part IV, or Part V.

All of the episodes of the FCPA Compliance and Ethics Report are available for download on iTunes at no cost so if you want to catch up on all things FCPA and compliance related on the drive to work, you can do so. A happy Friday and enjoyable weekend to all.

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, 2014