International Law In Business

Wall Street and the FCPA: Private Equity, Mergers, Acquisitions, Joint Ventures and other Business Combinations

Synopsis

This presentation offers insights into recent FCPA actions and strategies being employed by corporations to manage exposure before, during, and after M&A transactions subject to FCPA oversight. Topics include due diligence, developing a risk profile, negotiating diligence into purchase agreements, and acquirer liability. Special attention is paid to A Resource Guide to the U.S. Foreign Corrupt Practices Act, which was released jointly by the U.S. DOJ and U.S. SEC in November, 2012. The panel also concentrates on lessons learned from recent actions and declinations.



Outline

I. Recent Trends in FCPA Litigation, Enforcement & Compliance
    A. Introductions
    B. What the Government Expects
    C. How Much Diligence is Enough?
    D. Negotiating Due Diligence        
    E. Managing Disclosure
    F. Risk Assessmen
    G. Threshold of FCPA Liabilit
    H. Post-Closing Compliance
    I.  Private Equity and Exposure
    J.  Serving on the Board
    K.  Foreign Governments as Partner
    L.   Mandatory Local Partner
AfterWords®



Content Provided
By




 

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.

 





Speakers / Authors:

Photo of John Banes

John Banes
Davis Polk & Wardwell LLP
 

John Banes is a partner at Davis Polk & Wardwell LLP and has been based in their London office since 1994. He represents clients in all types of corporate finance transactions involving European companies. He advises non-U.S. and U.S. companies on FCPA and corporate governance, reporting and compliance matters. In addition to corporate governance and compliance, he also advises companies on mergers and acquisitions, joint ventures and capital markets.

Mr. Banes graduated summa cum laude from Princeton University in 1984. He taught English at Tunghai University, Taichung, Taiwan from 1984-1986, and was a Mellon Fellow in History at Columbia University, 1986-1987. Mr. Barnes received his J.D. from Yale Law School in 1991, where he was a Coker Fellow. After law school he served as a law clerk to the Honorable J. Frederick Motz, U.S. District Court, Maryland.

Photo of Samuel W. Cooper

Samuel W. Cooper
Paul Hastings LLP 

Samuel W. Cooper is a partner in the Litigation Department of Paul Hastings LLP, and is based in the firm’s Houston Texas office. He has tried cases to a decision on behalf of plaintiffs and defendants before juries, arbitrators and judges in forums ranging from state courts to three-judge federal panels. He has substantial experience in commercial litigation, including securities and antitrust matters, and has particular experience in representing companies in civil litigation arising out of government investigations.

Mr. Cooper has represented a number of clients, including boards of directors, in civil claims related to FCPA investigations. Mr. Cooper also represents companies and individuals under investigation by governmental entities and works for boards of directors conducting internal corporate investigations.

In 1990 Mr. Cooper graduated summa cum laude from Harvard College, Phi Beta Kappa and received his J.D. from Stanford Law School in 1993, where he was Managing Editor of the Stanford Law Review and a member of the Order of the Coif. After law school he served as a law clerk to the Honorable J. Harvie Wilkinson III, U.S. Court of Appeals for the Fourth Circuit.

Photo of Richard W. Grime

Richard W. Grime
O'Melveny & Myers LLP

Richard W. Grime is a partner in the Washington D.C. office of O'Melveny & Myers LLP, where he is a member of the White Collar Defense and Corporate Investigations Practice. He represents clients in internal investigations and on a full range of securities enforcement, regulatory, and compliance matters. He routinely represents companies and individuals in investigations before FINRA, the Securities and Exchange Commission and other government agencies. He is a frequent speaker at conferences and seminars covering the FCPA and securities enforcement and is often quoted in news publications.

Before he joined O’Melveny, Mr. Grime spent over nine years in the Division of Enforcement at the U.S. Securities and Exchange Commission in Washington, D.C. In his last four years at the Commission he was an Assistant Director. While at the SEC, he supervised the filing of over 70 enforcement actions covering a wide range of the Commission’s activities and worked closely with the U.S. Department of Justice on parallel investigations.

Mr. Grime graduated from the University of Oxford with a B.A. in 1986. He achieved First Class Honors at the College of Law of England and Wales at Guildford in 1987, where he completed his Law Society Final Examinations.

Photo of Kimberly A. Parker

Kimberly A. Parker
Wilmer Cutter Pickering Hale and Dorr LLP

Kimberly A. Parker is a partner in the Litigation/Controversy Department at Wilmer Cutter Pickering Hale and Dorr LLP, as well a member of the Investigations and Criminal Litigation Practice Group. She joined the firm in 1998. Her practice focuses on white-collar criminal matters, internal corporate investigations, and congressional investigations. She has significant experience in matters involving the Foreign Corrupt Practices Act (FCPA). Ms. Parker is also Co-Chair of the firm's Pro Bono and Community Service Committee.

Ms. Parker represents clients in a range of criminal and enforcement matters and also provides compliance and governance advice. She has conducted internal investigations in the United States, Asia, Africa, Europe, and Latin America. She has represented companies and individuals in a variety of FCPA enforcement matters. She also regularly counsels clients facing difficult FCPA issues in a variety of business contexts, and assists clients in developing and implementing FCPA compliance programs and conducting FCPA training.

Ms. Parker is a co-author, with Roger Witten and Jay Holtmeier of the firm's New York office, of the leading treatise in the field, Complying with the Foreign Corrupt Practices Act (Matthew Bender, 7th ed. 2010).

Ms. Parker graduated magna cum laude from Princeton University in 1992 and graduated with a J.D., magna cum laude, from Harvard Law School in 1996, where she was Articles Editor of the Harvard Law Review. Following law school she served as a law clerk with the Hon. Alfred T. Goodwin, U.S. Court of Appeals for the Ninth Circuit.

Buy

Price(USD)

Standard Rate: $99.00
Subscribers: FREE
Pillsbury U Online: $99.00

Details

Course Code : 773107
Release Date : 8/13/2013 12:00:00 AM
Recorded Date : 2/27/2013
Length : 1hr
Format Type : Video

Accreditation Info

Returning Subscribers

Login