Anti-Corruption Programs for Private Equity Firms in 2013
Overview:
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.
Agenda:
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
- Externally
- 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)
- Agents
- 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,
McGuireWoods LLP
- 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
- Self-reporting
- 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 …
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 …
Mr. Kolodner’s practice focuses on criminal, securities, and other enforcement and regulatory matters as well as on complex commercial litigation. …
Course Level:
Intermediate
Advance Preparation:
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
Prerequisite:
NONE
Course Code:
134427
NASBA Field of Study:
Accounting
NY Category of CLE Credit:
Skills
Total Credits:
2.0 CLE
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SPEAKERS' FIRMS:
Ernst & Young LLP
About Alston & Bird LLP
Alston & Bird is a full-service AmLaw 50 national law firm whose core practice areas are intellectual property, complex litigation, corporate and tax, with focuses in energy, health care, financial services and public policy. The firm has over 800 attorneys located in 10 different offices and has been ranked on FORTUNE magazine’s “100 Best Companies to Work For” list for 14 consecutive years.
Website: https://www.alston.com/
About Ernst & Young LLP
EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.
EY refers to the global organization and may refer to one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com.
About EY’s Transaction Forensics
Dealing with complex issues of fraud, regulatory compliance and business disputes can detract from efforts to succeed. Better management of fraud risk and compliance exposure is a critical business priority — no matter the industry sector. With our more than 2,000 fraud investigation and dispute professionals around the world, we assemble the right multidisciplinary and culturally aligned team to work with you and your legal advisors. And we work to give you the benefit of our broad sector experience, our deep subject matter knowledge and the latest insights from our work worldwide.
About Ropes & Gray LLP
Ropes & Gray, a global law firm with more than 1,100 lawyers and professionals, has a rich history of achieving success for the world’s leading businesses, educational institutions and technology innovators from offices in the world’s major centers of business, finance, technology and government – Hong Kong, Shanghai, Tokyo, Seoul, London, New York, Washington, D.C., Boston, Chicago, San Francisco and Silicon Valley. The firm has consistently globally ranked practices in private equity, M&A, finance, investment management, hedge funds, life sciences, health care, intellectual property, litigation, securities litigation and government enforcement.
Website: https://www.ropesgray.com/
About Cleary Gottlieb Steen & Hamilton LLP
Founded in 1946 by lawyers committed to legal excellence, internationalism, and diversity, Cleary Gottlieb Steen & Hamilton LLP is a leading international law firm with more than 1,200 lawyers around the world from more than 50 countries and diverse backgrounds who are admitted to practice in numerous jurisdictions around the world. The firm has 16 closely integrated offices located in New York, Washington, D.C., Paris, Brussels, London, Moscow, Frankfurt, Cologne, Rome, Milan, Hong Kong, Beijing, Buenos Aires, São Paulo, Abu Dhabi and Seoul, and operates as a single global partnership. Our worldwide practice has a proven track record of providing legal work of the highest quality to meet the needs of our domestic and international clients, which include multinational corporations, international financial institutions, sovereign governments and their agencies, as well as domestic corporations and financial institutions in the countries where our offices are located.
Website: https://www.cgsh.com/
About McGuireWoods LLP
Website: https://www.mcguirewoods.com/