Learn How to Avoid FCPA Violations at the Sixth Annual ... · compliance and enforcement of anti-corruption laws in the United States and abroad. Curriculum topics include: • FCPA

Learn How to Avoid FCPA Violations at the

Sixth Annual National Institute on the Foreign Corrupt Practices Act

September 18-20, 2013The Westin Georgetown Washington, DC

This CLE National Institute remains incomparable in its examination of compliance and enforcement of anti-corruption laws in the United States and abroad.

Curriculum topics include:• FCPA Fundamentals• DOJ-SEC FCPA Enforcement Updates• International Anti-Corruption Enforcement• The Nuts and Bolts of Internal Corporate Investigations: How the

Experts Do It

The Sixth Annual National Institute onThe Foreign Corrupt Practices Act

Visit www.ambar.org/2013foreign to register.

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Earn up to 8.75 CLE Credits

Criminal Justice SectionSection of International Law

ABA CLE National Institutes bring you face to face with nationally recognized experts on substantive topics — often while fulfilling most of your annual CLE requirements.

September 18-20, 2013 | The Westin Georgetown | Washington, DC

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Fees do not include travel or lodging.

General Public

ABA Members

Criminal Justice Section Members

Section of International Law Members

Government Lawyers/Employees

Tuition

$1,190

$1,095

$950

$950

$475

Ross DixonPartnerHickman & Rose SolicitorsLondon, England

Charles E. DurossDeputy Chief, FCPA UnitU.S. Department of JusticeWashington, DC

Nathaniel B. EdmondsPartnerPaul Hastings LLPWashington, DC

*Gregory EsslingerSenior Managing DirectorFTI ConsultingAtlanta, GA

Alice S. FisherPartnerLatham & Watkins LLPWashington, DC

*T. Markus FunkPartnerPerkins Coie LLPDenver, CO

*Cara M. GriffinSenior Staff CounselChrysler Group LLCAuburn Hills, MI

Richard GrimePartnerO’Melveny & Myers LLPWashington, DC

Thomas A. HanusikPartnerCrowell & Moring LLPWashington, DC

Mark HenzelinPartnerLALIVEGeneva, Switzerland

William B. JacobsonSenior Vice PresidentCo-General CounselChief Compliance OfficerWeatherford International LtdZurich, Switzerland

James M. KlotzPartnerMiller Thomson LLPToronto, Canada

Prof. Michael KoehlerAssistant Professor of LawSouthern Illinois UniversitySchool of LawCarbondale, IL

Sergio E. AcostaPartnerHinshaw & Culbertson LLPChicago, IL

Greg AndresCounselDavis Polk & Wardwell LLPNew York, NY

Katherine Cameron AtkinsonMemberMiller & Chevaller, CharteredWashington, DC

David BarstowJournalistThe New York TimesNew York, NY

Lowell BergmanGraduate School of JournalismUniversity of California, BerkeleyBerkeley, CA

Kara N. BrockmeyerChief, FCPA UnitDivision of EnforcementU.S. Securities and Exchange CommissionWashington, DC

*Andrew S. BoutrosAssistant U.S. States AttorneyNorthern District of IllinoisU.S. Department of JusticeChicago, IL

*Peter B. ClarkPlanning Committee ChairPartnerCadwalader Wickersham & Taft, LLPWashington, DC

Colleen A. ConryPartnerRopes & Gray LLPWashington, DC

Frederick T. DavisPartnerDebevoise & Plimpton LLPParis, France

Robbert de BreePartner Wladimiroff Advocaten N.VThe Hague, Netherlands

Timothy L. Dickinson PartnerPaul Hastings, Janofsky & Walker, LLPWashington, DC

* Planning Committee Faculty subject to change without notice.

Erin M. KulpaAssistant Attorney GeneralVirginia Office of the Attorney GeneralRichmond, VA

Lucinda A. LowPartnerSteptoe & Johnson LLPWashington, DC

Abbe D. LowellPartnerChadbourne & Parke LLPWashington, DC

Adrian MebaneDirectorEthics & Compliance GroupWeatherford International Ltd.Washington, DC

James R. MeehanPartnerPriceWaterhouseCoopersSan Francisco, CA

Mark F. MendelsohnPartnerPaul, Weiss, Rifkind, Wharton & Garrison LLPWashington, DC

Frederic MillerPartnerInvestigations & Forensic SciencesPricewaterhouseCoopers LLPWashington, DC

Homer E. Moyer, Jr.Vice Chair, Executive CommitteeMiller ChevalierWashington, DC

Lynn A. NeilsPartnerCovington & Burling LLPNew York, NY

*Ben RosePartnerHickman & Rose SolicitorsLondon, England

Cheryl J. ScarboroDirectorSimpson Thacher & Bartlett LLPWashington, DC

William N. ShepherdPartnerHolland & KnightWashington, DC

Faculty

Jamieson SmithSenior CounselThe World BankWashington, DC

Mary C. SpearingPartnerBaker Botts LLPWashington, DC

Robert W. TarunPartnerBaker & McKenzie LLPSan Francisco, CA

George J. Terwilliger IIIPartnerMorgan, Lewis & Bockius LLPWashington, DC

Caryn Lara TrombinoCounselPerkins Coie LLPChicago, IL

*Philip L. UrofskyPartnerShearman & Sterling LLPWashington, DC

Lawrence A. UrgensonPartnerKirkland & Ellis LLPWashington, DC

Martin WeinsteinPartnerWillkie Farr & Gallagher LLPWashington, DC

Richard N. WiedisVP, Risk Management & Corporate CounselMicroStrategy, Inc.McLean, VA

Michele Wiener Managing DirectorFTI ConsultingKing of Prussia, PA

Roger WittenPartnerWilmerHaleNew York, NY

Christopher A. WrayPartnerKing & SpaldingWashington, DC

*Keir Starmer, QC (Keynote Luncheon Speaker)Director of Public ProsecutionsThe Crown Prosecution ServiceLondon, England

Agenda

Day One - Wednesday, September 18, 2013 3:00 p.m. – 5:00 p.m. FCPA Fundamentals Panelists: Sergio E. Acosta, Kathryn Cameron Atkinson, Caryn Lara

Trombino and Michele Wiener Moderator: Adrian Mebane This panel will provide a primer for the less experienced lawyer, and is offered

complimentary to every registrant or speaker to provide to one of his or her associates or co-workers.

Topics to be covered:

• Fundamentalsof an FCPA investigation • Theeffectivecomplianceprogram • Globalenforcement • Resolutions • Parallelproceedings

Day Two - Thursday, September 19, 2013 8:00 a.m. Registration8:30 a.m. Welcoming Remarks

9:00 a.m. DOJ-SEC FCPA Enforcement Update: Trends and Significant Developments Panelists: Kara N. Brockmeyer and Charles E. Duross Moderator: Mark F. Mendelsohn As the SEC continues to actively enforce the FCPA, it has developed new policies

and enforcement tools to keep pace with the increasingly complex enforcement landscape. In this panel, government enforcement experts discuss the SEC’s latest enforcement trends.

Topics to be covered:

• SEC’snewpolicyon“neitheradmitnordeny.” • Aremonitorsreturning,ordidtheyeverleave? • ArewhistleblowersmakingadifferenceinSECcases? • AreFCPA“industrysweeps”amyth? • Howmuchmoneygoestothe“victims”inFCPAdisgorgement? • Isinternationalcooperationincreasing?

10:15 a.m. Break10:45 a.m. What You Need to Know About the World Bank’s Anti-Corruption Program Panelists: Greg D. Andres, Timothy L. Dickinson, Jamieson Smith and

Lawrence A. Urgenson Moderator: Lucinda A. Low Topics to be covered:

• OverviewoftheWordBank’sinvestigationandsanctionsprocess,includingsettlements and voluntary disclosures, and the two-tiered sanctions system.

• WorldBankrulesv.nationallaw:similaritiesanddifferences. • ReferralsbytheWorldBankandotherIFIstotheDOJandothernational

prosecuting authorities • CooperationwithDOJandothernationalinvestigativeandprosecutorial

agencies, including evidence sharing. • The“cross-debarment”regime:howisitworking? • Debarmentwithconditionalreleasevs.DPAs,andtheroleofmonitorsforWorld

Bank contractors and consultants.

12:00 p.m. – 1:15 p.m. Keynote Luncheon Speaker: Keir Starmer, QC - Director of Public Prosecutions, Crown Prosecution Service

Agenda (Cont’d.)

1:30 p.m. International Anti-Corruption Enforcement: Examining the Legal, Political and Practical Landscape of Bribery Investigation and Prosecution Across Jurisdictions

Panelists: Robbert de Bree, Frederick T. Davis, Ross Dixon, Marc Henzelin and James M. Klotz

Moderator: Ben Rose When the OECD Convention was being negotiated, the U.S. predicted that as the

“playingfield”becamelevel,U.S.companieswouldbecomesubjecttoprosecutioninmultiplejurisdictionsforthesameactivity.Thatdayhascome.ExpertsfromtheU.K., France, Canada, The Netherlands and Switzerland, each with its own legislation comparable to the FCPA, will discuss the evolution and enforcement of their laws, particularly addressing the issues of voluntary disclosure, data privacy and other problemsuniquetomulti-jurisdictionalinvestigationsandprosecutions.

3:00 p.m. Break3:15 p.m. Captain or Passenger?: How to Navigate the Rough Waters of an FCPA

Media Crisis Panelists: David Barstow, Lynn Neils, Prof. Michael Koehler, Abbe D. Lowell

and Lowell Bergman Moderator: Andrew S. Boutros More than ever, the media is an important component in any complex FCPA

investigation. Whether it’s allegations of C-suite corruption at Wal-Mart, Nigeria’s filing of criminal charges against former Vice President Dick Cheney, Siemens’ ten-figure settlement with U.S. and German authorities, or Jeffrey Tesler’s forfeiture of $150 million as part of his Bonny Island plea agreement, FCPA matters are grabbing worldwideheadlinenews.Dependingonthecase,a“nocomment”maynolongercut it. Effective FCPA practitioners must know when and how to skillfully respond to – and work with – the media without alienating reporters or compromising the investigation. This panel walks through the public relations and media-related challenges of complex FCPA investigations.

Topics to be covered:

• Managingamediacrisis:Whentobeproactivevs.reactivetoanFCPAdeveloping story.

• Knowyouraudience:Understandingthecompetingdesireforinformationbyvarying constituents, including shareholders, employees, customers, business partners, the public, plaintiffs firms, and politicians, among others.

• Themessage:Whatshouldthemessagebeandhowbesttocontrolit? • Corporatedisclosurestatementsandpubliccomments:Whenwordsbecomeactionable.

4:15 p.m. Break4:30 p.m. The Business of Transparency: Harnessing Economies of Scale in FCPA,

Corporate Social Responsibility, and Supply Chain Compliance Panelists: Erin M. Kulpa, James R. Meehan and Richard N. Wiedis Moderator: T. Markus Funk In 2013, global businesses are increasingly facing unique compliance and third-party

duediligencechallengesasaresultofrecently-enacted“corporatesocialresponsibility”(or“CSR”)legalrequirements. ThisnewwaveofcompliancemandatesincludestheExecutive Order on Trafficking in Government Contracts, the California Transparency in Supply Chains Act, the European Union Directive on Transparency and its amendments, USDOJdeferredprosecutionagreementswith“reasonablecountryoforigin”compliancerequirements,theDodd-FrankAct’s“conflictminerals”disclosurerules,and the proposed federal Business Transparency on Trafficking and Slavery Act. This panel explores these new legal frameworks and their corresponding obligations, and evaluates the economies of scale that can be achieved by closely integrating corporate social responsibility and supply chain issues into a comprehensive FCPA/anti-corruption compliance program.

Topics covered:

• Neweraof“corporatesocialresponsibility”–whatisit,andwhatdoesitmean? • CorporatesocialresponsibilityaspartofanorganicFCPA/anti-corruptionprogram. • CSR&FCPAduediligence. • Reasonablecountry-of-origininquiries–whatdoesitmeanandwhatdoesitrequire. • Launchingtheinternalinvestigation.

5:45 p.m. – 6:45 p.m. Cocktail Reception Agenda subject to change without notice.

Agenda (Cont’d.) – The Practical Issues

Agenda subject to change without notice.

Day Three - Friday, September 20, 2013 9:00 a.m. Existing Limitations on the Scope of the FCPA: Is Anyone Paying Attention? Panelists: Richard Grime, Roger Witten, Mary C. Spearing Nathaniel B.

Edmonds and Robert W. Tarun Moderator: Philip Urofsky Most reform arguments have focused on narrowing the scope of the statute or

providing new defenses. A better question, however, might be whether the statute’s existing limitations and defenses are being properly articulated and applied in enforcement actions. It is arguable that in several recent enforcement actions, the government’s factual allegations do not satisfy the FCPA’s elements or hide the ball on critical elements, deliberately blur different provisions of the statute, or seek remedies inconsistent with the letter and goals of the statute. Given that only two corporations have taken the government to trial on FCPA cases and individual cases do not always create opportunities to resolve these issues, the question is posed: Who is policing the police in FCPA matters?

Topics covered:

• Whenisaparentliableforasubsidiary’sactionsundertheFCPA’santi-briberyprovisions?

• Whatarethelimitsofacting“whileintheterritoryoftheUnitedStates”? • Whatisthebasisforobtaininginjunctivereliefintheabsenceofongoingconduct? • Oughtissuersbesubjecttohigherpenaltiesthannon-issuers? • IsdisgorgementauthorizedforviolationoftheFCPA’sbooks&recordsprovisions? • WhenisafacilitationpaymentaviolationoftheFCPA? • AretherebribesthataresimplynotprosecutableundertheFCPA?

10:15 a.m. Break10:45 a.m. M&A Due Diligence Panelists: Gregory Esslinger, William B. Jacobson, Frederic Miller, Cheryl L.

Scarboro and Martin Weinstein Moderator: Thomas A. Hanusik Successorliabilityisnotjustafearofanacquiringcompany,itcanbeandsometimes

is a real and significant cost of completing an acquisition. Proper pre-acquisition due diligence can uncover many of the risks in the anti-corruption area, often in ways that can be remedied before a transaction closes and sometimes in ways that can impact the purchase price or indemnification terms of a purchase agreement. And it may provide a useful defense if problems surface later. Keeping the level of pre-acquisition due diligence both manageable and commensurate with the size of the transaction requires experience, risk analysis and balance. Explore the best practices for M&A anticorruption due diligence with a panel of experienced forensic auditors, and in-house and outside counsel.

12:00 p.m. The Nuts and Bolts of Internal Corporate Investigations: How the Experts Do It. Panelists: Colleen A. Conry, Alice S. Fisher, Christopher A. Wray and George

J. Terwilliger, III Moderator: William N. Shepherd Not all internal corporate investigations are cut from the same cloth, but despite

their differences, more than ever, prosecutors, regulators, clients, Boards, and other stakeholders expect for these investigations to be woven from the fine yarn of promptness, thoroughness, and expertness. The demand for high-quality internal investigations is now the standard – not the exception – and for good reason: A serious misstep along the way can prove disastrous. It can mean the difference between a declination or indictment, a media frenzy versus a sound bite, or an expensive class-action follow-on lawsuit versus a successful motion to dismiss. When thestakesarethishigh,thereisnoroomforerrororon-the-jobtraining.Thispaneltells all about how they each conduct first-rate internal corporate investigations.

Topics to be covered:

• Whentoconductaninvestigationandwhoshouldoverseeit. • Howtodraftaworkplanandbudgetthatefficientlymaximizesresources,but

alsoreflectstheseriousnessoftheallegations. • Bestpracticesandtheuseofnewtechnologytocollectandreviewdocuments. • Keypitfallsinconductingwitnessinterviews. • Knowingwhentostopandwhentokeepinvestigating. • Drawingconclusionsandtakingcorrectiveactions. • Theprosandconsofself-reporting.

1:30 p.m. Adjourn

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