Foreign Corrupt Practices Act Reform: A Path Toward Practical - - PDF document

Foreign Corrupt Practices Act Reform: A Path Toward Practical Compliance

December 6, 2011 Squire, Sanders & Dempsey 1200 19th Street, NW Suite 300 Washington, DC 20036 +1.202.626.6600

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T A B L E O F C O N T E N T S

Agenda.................................................................................................................. page 3 Transparency International Report – 2011 Report Excerpts ................................ page 4 Anticorruption and Foreign Corrupt Practices Act ................................................ page 8 Squire Sanders Public Advocacy LLC ................................................................ page 16 Worldwide Office Locations ................................................................................ page 21

The Squire Sanders’ Anticorruption Blog provides a unique perspective on anticorruption law. By gathering insights and observations about anticorruption compliance from on-the-ground practitioners around the world, The Anticorruption Blog offers a forum for discussion on developments such as arrests, investigations, settlements, trials and penalties; new anticorruption laws; tricky local customs; and comments and guidance from local governmental agencies and politicians. For more information visit the blog at: www.anticorruptionblog.com

Foreign Corrupt Practices Act Reform: A Path Toward Practical Compliance

December 6, 2011 Agenda

7:30 – 8 a.m. Registration and Breakfast 8 – 8:30 a.m. Welcome and Introduction to Workshop George N. Grammas, Squire Sanders 8:30 – 9:30 a.m. Key Highlights and Discussion of Legislation Congressman Robert C. "Bobby" Scott (VA-03) Ranking Member of the House Judiciary, Crime Subcommittee 9:30 – 11 a.m. Workshop Session Led by Squire Sanders FCPA practitioners: George N. Grammas, Rebekah J. Poston and Ritchie T. Thomas Moderator: Brian P. Woolfolk, Squire Sanders Potential Topics for Discussion:

• Adding a compliance defense
• Limiting a company’s liability for the prior actions of a company it has acquired
• Defining a “foreign official” under the statute
• Limiting a company’s liability for acts of a subsidiary
• Adding a “willfulness” requirement for corporate criminal liability

11 a.m. – 11:45 p.m. Has DOJ Enforcement Gone Too Far? Rebekah J. Poston, Squire Sanders 11:45 a.m. – 1 p.m. Wrap-Up Session and Lunch Moderators: Brian P. Woolfolk, Squire Sanders, and a representative from the Law Offices of John T. O'Rourke and Associates

• Reports from the Workshops
• Discussion of formation of coalition for FCPA reform

Transparency International Report 2011 Report Excerpts

Rebekah J. Poston Squire, Sanders & Dempsey (US) LLP +1.305.577.7022 rebekah.poston@ssd.com

2

Transparency International Report 2011 Report Excerpts

• On November 1, 2011, Transparency International (“TI”)

released its 2011 Bribe Payers Index (“BPI”), which ranks the countries whose companies are most likely to engage in bribery when doing business abroad.

• The BPI includes two measurements:

– the likelihood that companies based in 28 countries engage in bribery when doing business in other countries (the “Country Rankings”); and – the likelihood of such bribery occurring in particular business sectors (the “Sectoral Rankings”).

• TI published its well-known Corruption Perception Index

(“CPI”), which ranks countries by their perceived level of government corruption, as well as other tools meant to measure corruption, transparency and governance in countries around the globe.

3

Transparency International Report 2011 Report Excerpts

• The Country Rankings aspect of the BPI ranks “28 of the

world’s largest economies according to the likelihood of firms from these countries to bribe when doing business abroad.”

• The countries with lowest BPIs on the list, and thus whose

companies are perceived to be most likely to pay bribes when doing business abroad, and their corresponding BPIs are as follows:

• 28. Russia (6.1)
• 27. China (6.5)
• 26. Mexico (7.0)
• 25. Indonesia (7.1)
• 23. United Arab Emirates (7.3) (tie)
• 23. Argentina (7.3) (tie)

4

Transparency International Report 2011 Report Excerpts

• The countries with the five highest scores, showing that the

respondents perceived companies based in those countries to be the least likely to pay bribes when transacting business abroad, are as follows:

• 1. Netherlands (8.8) (tie)
• 1. Switzerland (8.8) (tie)
• 3. Belgium (8.7)
• 4. Germany (8.6) (tie)
• 4. Japan (8.6.) (tie)
• United States companies ranked as the tenth least likely to

pay bribes when doing business abroad with a BPI of 8.1.

5

Transparency International Report 2011 Report Excerpts

• Some of the United States’ most important trading partners

not included in the top or bottom five (above) ranked as follows:

• 6. Canada (8.5)
• 8. United Kingdom (8.3.)
• 11. France (8.0)
• 13. South Korea (7.9)
• 19. Taiwan (7.5)

6

Transparency International Report 2011 Report Excerpts

• The Sectoral Rankings measure the likelihood of companies

to bribe when doing business abroad in 19 particular business sectors. Of those sectors, the Sectoral Rankings found that bribery was most likely to occur in the following sectors:

• 19. Public works contracts and construction (5.3)
• 17. Utilities (6.1) (tie)
• 17. Real estate, property, legal and business services

(6.1) (tie)

• 16. Oil and gas (6.2)
• 15. Mining (6.3)

7

Transparency International Report 2011 Report Excerpts

• The Sectoral Rankings also evaluated how often the

following three different types of bribery occurred in each sector:

• Bribery of low-ranking public officials (e.g. to speed

up administrative processes of facilitate the granting

• f licenses) (“Petty Public Corruption”);
• Improper contributions to high-ranking public officials

and politicians to achieve influence (“Grand Public Corruption”); and

• Bribery between private companies (“Private

Corruption”).

8

Transparency International Report 2011 Report Excerpts

• The survey found that Grand Public Corruption was the most

common of the three types of bribery surveyed, leading the pack in 17 of the 19 sectors examined.

• Petty Public Corruption was found to be almost as common

as Grand Public Corruption across the 19 sectors.

• Private Corruption was found to be almost as high as both

forms of public corruption.

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Anticorruption Compliance & Foreign Corrupt Practices Act

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G L O B A L E X P E R I E N C E A N D F O C U S

The Squire Sanders Anticorruption Compliance & Foreign Corrupt Practices Act Practice Group is comprised of lawyers who practice in our offices in Europe, Asia, the Middle East, Latin America and the United States, supporting our global footprint of 36 offices in 17 countries. Our team helps clients to comply with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, the OECD Anti-Bribery Convention and other anticorruption regimes, and works to provide global solutions for clients facing the challenges of increasingly complex regulation and intensified global enforcement. Our anticorruption practice excels in cross-border collaboration. Whether a US issuer is conducting FCPA due diligence for a merger transaction spanning multiple jurisdictions or a Europe-based company is responding to an RFP in the Middle East involving an Asia-based services provider, our strong capabilities and cohesion enable us to bring our team members' collective insights regarding cultural matters, political risk and legal issues to bear in counseling our clients. We provide the following full range of anticorruption services to US-based and non- US-based issuers, private and public companies, individuals, boards of directors and audit committees in diverse industries. Given the confidential nature of this work, we are unable to give details which might suggest client identities. Compliance: preparing customized compliance and training programs and conducting risk assessments and audits to prevent and detect potential FCPA violations. Due Diligence: identifying “red flags” and conducting risk based pre- acquisition due diligence in a cost effective manner to minimize potential successor liability.

Anticorruption Compliance & Foreign Corrupt Practices Act

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Protective Measures: preparing protective anticorruption-related contract provisions or obtaining opinion releases from the US Department of Justice (DOJ). Internal Investigations: conducting internal corporate investigations in the United States and around the world (including Brazil, China, Dominican Republic, Greece, Honduras, Italy, Mexico, Netherlands, Pakistan, Panama, Paraguay, Republic of Congo, Russian Federation, Saudi Arabia, Tunisia and Ukraine) and advising boards of directors and audit committees on the results of investigations. Defending DOJ and SEC Enforcement Proceedings: representing clients in enforcement proceedings concerning investigations in the United States and around the world (including Angola, Brazil, Colombia, Czech Republic, Ecuador, Egypt, Indonesia, Iraq, Kuwait, Malaysia, Nigeria, Oman, Paraguay, Qatar, Saudi Arabia, Venezuela and Yemen). Gifts and Entertainment: counseling clients on guidelines for business courtesies to foreign officials under the FCPA and local anticorruption laws. Our lawyers in each jurisdiction closely track changes to local anticorruption statutes and their application and are able to provide advice on the local laws and business

• culture. Considering the joint-prosecution and collaboration between the SEC and

DOJ with their non-US counterpart enforcement agencies, knowledge of local anticorruption laws is an invaluable asset. For example, the UK Bribery Act has extraterritorial application and strict liability for companies lacking adequate anticorruption procedures. We are presently providing anticorruption guidance to companies with operations in the UK on how this law will impact their operations in the US and emerging markets around the world. In addition, Squire Sanders has been chosen as the partner law firm in the Czech Republic and Hungary for TRACE International, Inc., a leading nonprofit membership association addressing anticorruption issues for multinational corporations.

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We take an integrated approach in analyzing FCPA and anticorruption issues. This approach includes the new obligations under the Dodd-Frank Act, as well as Sarbanes-Oxley and anti-money-laundering laws. Our lawyers also have depth of experience in successfully dealing with the full spectrum of export control and embargo laws that may be triggered by our clients’ international activities. We also are able to include on our global FCPA/anticorruption teams the legal disciplines that

• ften accompany anticorruption issues. These interrelated disciplines often include

corporate, regulatory, labor and employment, civil and criminal law. One cannot provide effective representation in this very complex area of the law without learned input from lawyers experienced in these legal disciplines. C r o s s - B o r d e r T r a n s a c t i o n C o m p l i a n c e Representative, agency, teaming, joint venture, subcontract and M&A agreements should address import and export compliance requirements including anticorruption and export controls provisions and due diligence. Transactions must be structured to avoid the unauthorized access to critical US technologies or classified US

• information. Cross-border transactions may involve various notice and approvals,

regulatory compliance and due diligence issues including: Export controls approvals and notices Anticorruption, export compliance and government contracts due diligence Proscribed countries and parties under trade sanctions and other export controls provisions Clearance from the US Department of Defense for transactions involving companies with security clearances Clearance from the Committee on Foreign Investment in the United States (CFIUS) when a transaction involves foreign ownership in a US business Continuation of key government contracts Unique anticorruption, export compliance and government contracts issues in the transaction agreement

Anticorruption & FCPA Contacts

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A N T I C O R R U P T I O N C O M P L I A N C E & F O R E I G N C O R R U P T P R A C T I C E S A C T ( F C P A ) G L O B A L C O N T A C T S

For assistance with your anticorruption and Foreign Corrupt Practices Act legal services (compliance, training, auditing, investigations, defense), please contact these Squire Sanders lawyers:

A n t i c o r r u p t i o n a n d F C P A P r i n c i p a l C o n t a c t s

Rebekah J. Poston Squire, Sanders & Dempsey (US) LLP 200 South Biscayne Boulevard Suite 4100 Miami, Florida 33131 +1.305.577.7022 rebekah.poston@ssd.com C a r o l M . W e l u S q u i r e , S a n d e r s & D e m p s e y ( U K ) L L P 7 D e v o n s h i r e S q u a r e L o n d o n E C 2 M 4 Y H U n i t e d K i n g d o m + 4 4 . 2 0 . 7 6 5 5 . 1 7 5 0 carol.welu@ssd.com Ritchie T. Thomas Squire, Sanders & Dempsey (US) LLP 1200 19th Street, N.W. Suite 300 Washington, D.C. 20036 +1.202.626.6686 ritchie.thomas@ssd.com Daniel F. Roules Squire, Sanders & Dempsey (US) LLP Suite 1207, 12th Floor Shanghai Kerry Centre 1515 Nanjing Road West Shanghai 200040 People’s Republic of China +86.21.6103.6309 daniel.roules@ssd.com George N. Grammas Squire, Sanders & Dempsey (US) LLP 1200 19th Street, N.W. Suite 300 Washington, D.C. 20036 +1.202.626.6234 george.grammas@ssd.com Nicholas Chan Squire, Sanders & Dempsey 24th Floor, Central Tower 28 Queen's Road Central Central, Hong Kong +852.2103.0388 nick.chan@ssd.com Donald T. Bucklin Squire, Sanders & Dempsey (US) LLP 1200 19th Street, N.W. Suite 300 Washington, D.C. 20036 +1.202.626.6816 donald.bucklin@ssd.com Rob Elvin Squire, Sanders & Dempsey (UK) LLP Trinity Court 16 John Dalton Street Manchester M60 8HS United Kingdom +44.161.830.5257 rob.elvin@ssd.com Joseph Walker Squire, Sanders & Dempsey (US) LLP 1200 19th Street, N.W. Suite 300 Washington, D.C. 20036 +1.202.626.6725 joseph.walker@ssd.com

Anticorruption & FCPA Contacts

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G l o b a l A n t i c o r r u p t i o n a n d F C P A C o n t a c t s M a t r i x Asia

Beijing

Sungbo Shim Partner +86.10.8529.8692 sungbo.shim@ssd.com Laura Wang Senior Associate +86.10.8529.9176 laura.wang@ssd.com

Hong Kong

Nicholas Chan Partner +852.2103.0388 nick.chan@ssd.com

Shanghai

Daniel F. Roules Partner +86.21.6103.6309 daniel.roules@ssd.com Zhiying (Olivia) Zhan Consultant +86.21.6103.6356

• livia.zhan@ssd.com

Weiheng Jia Associate +86.21.6103.6310 weiheng.jia@ssd.com

Tokyo

Munehiro Matsumoto Partner +81.3.5774.1800 munehiro.matsumoto@ssd.com

Australia

Perth

Nicole Matrai Associate +61.8.9429.7444 nicole.matrai@ssd.com

L a t i n A m e r i c a

Rio de Janeiro

Timothy J. Smith Registered Foreign Legal Consultant +55.21.2271.3300 timothy.smith@ssd.com

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Europe & Middle East

Beirut

K e v i n T . C o n n o r P a r t n e r + 9 6 1 . 1 . 3 8 7 7 7 8 k e v i n . c o n n o r @ s s d . c o m

Berlin

Jost Arnsperger Partner +49 30 72616 8123 jost.arnsperger@ssd.com

Birmingham

Charles Frost Partner +44 (0)121 222 3224 charles.frost@ssd.com

Brussels

Yves Melin Senior Associate +32 2 627 7620 yves.melin@ssd.com

Budapest

Csaba Vári Senior Associate +36.1.428.7159 csaba.vari@ssd.com

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K y i v

P e t e r Z . T e l u k E u r o p e a n P a r t n e r + 3 8 0 . 4 4 . 2 2 0 . 1 4 1 4 peter.teluk@ssd.com

L o n d o n

C a r o l M . W e l u P a r t n e r + 4 4 . 2 0 . 7 6 5 5 . 1 7 5 carol.welu@ssd.com Saburo Nakao Partner +44.20.7655.1754 saburo.nakao@ssd.com Manmohan S. Panesar Senior Associate +44 (0)20 7655 1690 manmohan.panesar@ssd. com Andrew C. Sanderson Associate +44 (0)20 7655 1060 andrew.sanderson@ssd.c

• m

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M a d r i d

F e r n a n d o G o n z á l e z P a r t n e r + 3 4 . 9 1 . 4 2 6 . 4 8 4 3 f e r n a n d o . g o n z a l e z @ s s d . c o m

Manchester

Rob Elvin Partner +44.161.830.5257 rob.elvin@ssd.com L o u i s e R o b e r t s A s s o c i a t e + 4 4 ( 0 ) 1 6 1 8 3 0 5 0 3 8 l o u i s e . r o b e r t s @ s s d . c o m

M o s c o w

I v a n A . T r i f o n o v P a r t n e r + 7 . 4 9 5 . 2 5 8 . 5 2 5 0 i v a n . t r i f o n o v @ s s d . c o m P a t r i c k J . B r o o k s E u r o p e a n P a r t n e r + 7 . 4 9 5 . 2 5 8 . 5 2 5 0 patrick.brooks@ssd.com

Paris

Guillaume Taillandier Partner +33.1.5383.7400 guillaume.taillandier@ssd. com

P r a g u e

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R i y a d h

K e v i n T . C o n n o r P a r t n e r + 9 6 6 . 1 . 2 7 6 . 7 3 7 2 kevin.connor@ssd.com

W a r s a w

E l i g i u s z J . K r z e s n i a k P a r t n e r + 4 8 . 2 2 . 3 9 5 . 5 5 . 2 4 e l i g i u s z . k r z e s n i a k @ s s d . c o m M a c i e j A . S z w e d o w s k i S e n i o r A s s o c i a t e + 4 8 . 2 2 . 3 9 5 . 5 5 . 7 0 maciej.szwedowski@ssd.com

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U n i t e d S t a t e s

Cleveland

Dynda A. Thomas Partner +1.216.479.8583 dynda.thomas@ssd.com Joseph C. Weinstein Partner +1.216.479.8426 joe.weinstein@ssd.com David J. Millstone Partner +1.216.479.8574 david.millstone@ssd.com

Columbus

Patrick D. Cornelius Partner +1.614.365.2781 pat.cornelius@ssd.com

Los Angeles

Gabriel Colwell Senior Associate +1.213.689.5126 gabriel.colwell@ssd.com

Miami

Rebekah J. Poston Partner +1.305.577.7022 rebekah.poston@ssd.com Alfredo G. Anzola Counsel +1.305.577.7044 Alfredo.anzola@ssd.com Daniel Matzkin Associate +1.305.577.4716 daniel.matzkin@ssd.com

New York

Victor Genecin Of Counsel +1.212.872.9889 victor.genecin@ssd.com Michael P. Hartman Associate +1.212.872.9894 michael.hartman@ssd.com

Palo Alto

David A. Saltzman Of Counsel +1.650.843.3336 david.saltzman@ssd.com

San Francisco

Mark C. Dosker Partner +1.415.954.0210 mark.dosker@ssd.com Nicholas Unkovic Partner 1.415.954.0275 nicholas.unkovic@ssd.com

Washington DC

Joseph Walker Partner +1.202.626.6725 joseph.walker@ssd.com Ritchie T. Thomas Senior Counsel +1.202.626.6686 ritchie.thomas@ssd.com George N. Grammas Partner +1.202.626.6234 george.grammas@ssd.com Donald T. Bucklin Senior Counsel +1.202.626.6816 donald.bucklin@ssd.com Alvaro J. Mestre Partner +1.202.626.6281 alvaro.mestre@ssd.com P e t e r J . K o e n i g Of Counsel +1.202.626.6223 peter.koenig@ssd.com Christine J. Sohar Henter Associate +1.202.626.6670 christine.soharhenter@ssd.com Updated:10/5/2011 Squire, Sanders & Dempsey refers to an international legal practice which operates worldwide through a number of separate legal entities. Please visit www.ssd.com for more information.

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Squire, Sanders & Dempsey refers to an international legal practice which operates worldwide through a number of separate legal entities. Please visit www.ssd.com for more information.

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