Anti-Corruption Programs for Private Equity Firms in 2013
While the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) continue to increase investigations on financial institutions, private equity firms must continue to be vigilant with respect to Anti-Corruption issues. Firms need to have a thorough understanding of the current anti-corruption laws along with a thorough understanding of the FCPA.
During this Live webcast, a panel of key thought leaders will discuss anti–corruption compliance policy issues for private equity firms. They will also provide insight on the following:
-Recent developments of anti-corruption regulation and its impact on Private Equity Firms
-Key Issues on FCPA guidance
-Best Practices in Implementing and Maintaining Anti-Corruption Program
-Penalties and Liability of Non-Compliance
-Anti – Corruption Threats: Assessment, Evaluation and Alleviating the Risk
-Overview of the recent significant cases
-And a lot more!
Their presentation will be aired in a LIVE two-hour Webcast. They will also be available to answer your questions during the Q&A session.
Edward T. Kang, Partner,
Alston & Bird LLP
- Opens the discussion, setting the foundation.
- How private equity firms could be potentially liable for FCPA violations.
- The recent criminal and civil charges filed against DAP Partners, and what implications that development has for private equity firms.
- How private equity firms can best assess their FCPA risk and what steps they can take to mitigate that risk.
- Steps that private equity firms should take when a potential FCPA concern has been identified.
- Deciding whether to self-report FCPA violations and how best to do so.
Richard Thomas, Principal,
Ernst & Young LLP
- How do you identify bribery and corruption issues before an acquisition?
- What should you do upon making an acquisition to prevent bribery and corruption issues from arising in your portfolio? And how can you mitigate the risks?
- Do the funds themselves also have bribery and corruption risks?
- What should you do when you identify an issue within your portfolio?
James P. Dowden, Partner ,
Ropes & Gray LLP
- Current anti-corruption hot topics for companies conducting business in high risk jurisdictions
- Jurisdictional issues
- How the FCPA applies to conduct both inside and outside the United States
- Recent cases deciding FCPA jurisdictional issues
- Sovereign Wealth Funds
- SEC’s investigation into Sovereign Wealth Funds
- Providing internships to relatives of foreign officials.
- Travel Agencies and Other Third Parties
- Recent cases
- Red flags and the importance of third-party due diligence.
Jonathan S. Kolodner, Counsel,
Cleary Gottlieb Steen & Hamilton LLP
- You are in the crosshairs
- FCPA unit at DOJ, Private Equity Initiative at SEC
- Morgan Stanley declination
- JP Morgan – hiring the connected
- Both Morgan Stanley and JP Morgan were extreme facts
- Keep it simple
- Don’t try to track the statutes
- Differences among UK Bribery, FCPA, Travel Act less than anticipated
- Don’t be too rigid/prescriptive
- Risk of a policy on paper that can’t be followed in practice
- Identify issues and offer tools/resources
- Keep it active
- Compliance is a process, not a decision – need to keep the channels open
- Train and test regularly
- Monitor high-risk payments
- Focus on what matters
- Guidelines very focused on risk-based controls
- Agents/finders a source of firm risk
- Tier portfolio company risk by geography/business
- Diligence – use your relationships
- Internally – if you can’t trust your people, you’re in trouble
- GSK – managers knew controls and could evade them
- JP Morgan
- Deal team relationships can be the best source of candid information
- Be open about the need to adjust models and metrics
- Accounting diligence
- External diligence firms
- Make sure they get it – “everyone else is doing it” does not work
- Local knowledge
- Internally – if you can’t trust your people, you’re in trouble
- Governance – do the best you can, but don’t promise what you can’t
- Tone at the top – make it clear that compliance costs (direct and indirect) are expected
- Portfolio companies need policies appropriate to their business (Maltese shipping company vs. North Dakota call center)
- Certifications have limited value
- Know what they do and benchmark your payments
- Train and examine compliance programs
- Minority investments are particularly challenging
- Remember you may be the big fish
- Requirement to adopt and follow compliance policy
- Exit rights
- Be cautious about audit/investigation rights if you don’t really control
Louis D. Greenstein , Partner,
- Regulatory Framework
- Brief overview of FCPA
- Main provisions
- Brief overview of FCPA
- Anti-bribery provisions
- Books & records and internal accounting control provisions
- Other jurisdictions have anti-corruption regulations
- Discussion of considerations and related benefits and detriments
- Illustrative example — Ralph Lauren NPA<,/
- Hallmarks of an effective compliance program
- Discussion of recent DOJ and SEC guidance on keys to effective compliance program
Who Should Attend:
- Attorneys whose Practice Ares include: Anti-corruption, FCPA, Private Equity & Related
- Private Equity Firms
- Compliance Officers
- Corporate Counsel
- Ethics Officers
- Forensic Auditors
- International Counsel
- Private equity attorneys, accountants, advisors, and consultants
- FCPA Securities and Corporate Governance Attorneys
- And Other Related Professionals
Edward T. Kang is a partner at Alston & Bird LLP’s Government and Investigations Group. His practice focuses on white collar criminal, regulatory, and compliance matters in the areas of the Foreign Corrupt Practices Act, health care, antitrust, and securities. He is a former federal prosecutor with the Department of Justice. During his eight years in government, Mr. Kang led numerous investigations and prosecutions of complex fraud and public corruption matters. In 2012, he was awarded the Attorney General’s Distinguished Service Award. He is a graduate of Harvard Law School and Yale University.
Edward T. Kang is a partner at Alston & Bird LLP’s Government and Investigations Group. His practice focuses on white …
Richard Thomas is based in New York and is the North East leader of the EY’s Transaction Forensics practice. He has more than 19 years of experience dealing with corporate investigations and restructurings, with a strong international bias. His experience includes working closely with funds and their legal advisors, focused on the Foreign Corrupt Practices Act, internal investigations and other regulatory and fraud-related matters.
Before moving to New York in 2004, Mr. Thomas was the leader of EY’s investigative practice in the Cayman Islands, where he managed international investigations, regulatory engagements, and cross-border restructurings. Prior to that, he was based in London and working on investigations and restructurings in the United Kingdom.
Richard Thomas is based in New York and is the North East leader of the EY’s Transaction Forensics practice. He …
Jim Dowden is a member of Ropes & Gray’s government enforcement practice group and co-coordinator of the firm’s anti-corruption core practice. Jim concentrates his practice on advising organizations and individuals in a wide variety of investigations and enforcement proceedings brought by federal, state, and foreign government agencies. His practice focuses on white collar criminal, as well as civil and administrative matters. This includes advising clients on the growing number of fraud and FCPA enforcement matters. Prior to rejoining Ropes & Gray, Jim served as an Assistant United States Attorney in the Economic Crimes and Public Corruption Units in the U.S. Attorney’s Office for the District of Massachusetts, where he prosecuted corruption-related offenses as well as economic crimes and securities fraud matters. Jim also served a one-year clerkship with Associate Justice Stephen G. Breyer at the U.S. Supreme Court during the Court’s 2004 term.
Jim Dowden is a member of Ropes & Gray’s government enforcement practice group and co-coordinator of the firm’s anti-corruption core …
Mr. Kolodner’s practice focuses on criminal, securities, and other enforcement and regulatory matters as well as on complex commercial litigation.
Before joining Cleary Gottlieb, Mr. Kolodner was a prosecutor with the U.S. Attorney’s Office for the Southern District of New York from 2000 to 2012, where he served in numerous leadership positions and oversaw some of the most significant, high-profile investigations and prosecutions in the country. Most recently, he served as Acting Chief of the Criminal Division from October 2011 through January 2012. In that role, he supervised the Office’s more than 160 prosecutors in a wide range of matters including securities fraud, other complex white-collar crimes, terrorism, and violent crimes.
Prior to that, Mr. Kolodner spent two years as the Chief of the Complex Frauds Unit. In this capacity, he oversaw 20 senior prosecutors investigating sophisticated, large-scale white-collar crimes ranging from financial and investment matters to Foreign Corrupt Practices Act (FCPA) violations and computer and intellectual property offenses like hacking, theft of trade secrets, and other cybercrimes. Mr. Kolodner also served as the Mortgage Fraud Coordinator, where he supervised a strike force of Assistant U.S. Attorneys investigating mortgage fraud and other financial schemes in response to the financial crisis.
Mr. Kolodner’s practice focuses on criminal, securities, and other enforcement and regulatory matters as well as on complex commercial litigation. …
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