Due Diligence on Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
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William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs Histories as the Guide To The Road Ahead Thomas Fox IQPC-International Compliance and Ethics in Oil & Gas 2009 London-March 30 and 31, 2009
description
This informative presentation will serve as a guide to navigating the use of international business and transaction partners under the Foreign Corrupt Practics Act (FCPA)
Transcript of Due Diligence on Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
Histories as the Guide To The Road Ahead
Thomas FoxIQPC-International Compliance and Ethics in Oil & Gas 2009London-March 30 and 31, 2009
Legal Disclaimer
The views stated herein
are solely those of the
author.
For Want of a Nail the Shoe was Lost For Want of a Shoe the Horse was Lost For Want of a Horse the Battle was Lost For Want of a Battle the Kingdom was Lost
Romeo and JulietAgents
“For never was a story of more woe / Than this of Juliet and her Romeo”
Willbros pays $22MM fine for payment of bribes in Nigeria
Hamlet-Distributors
“Something is Rotten in Denmark”
AGA pays $2MM for improper payments made by independent distributor
King Lear and the FoolJoint Ventures
“And I'll to bed at noon”
Halliburton pays $382 MMon behalf of KBR, which createdthe TSKJ Joint Venture to fund ‘Consulting Agents’ in Nigeria
Macbeth and the Three WitchesFreight Forwarders
“Fair is foul, and foul is fair”
Vetco Gray pays $26MM for 268 separate bribes paid by the Freight Forwarder Panalpina for shipments into Nigeria.
Othello and IagoConsultants
“I pray you, in your letters, When you shall these unlucky deeds relate”
Baker Hughes pays $44MM for payments made to Isle of Man
“Consulting Firm” mandated by KazakOil officials
The Intermediary
The Play The Tragedy
AgentsHamlet-something is rotten in Denmark
Willbros pays $22MM for payment of bribes in Nigeria
DistributorsRomeo and Juliet-For never was a story of more woe / Than this of Juliet and her Romeo
AGA pays $2MM for improper payments made by independent distributor
Joint VenturesKing Lear-And I'll to bed at noon Halliburton pay $382 MM for KBR
which created the TSKJ Joint Venture to fund “Consulting Agents” in Nigeria; KBR pays $20MM
Freight Forwarders
Macbeth-Fair is foul, and foul is fair: Hover through the fog and filthy air
Vetco Gray pays $26MM for 268 separate bribes paid by freight forwarders Panalpina in Nigeria.
ConsultantsOthello-I pray you, in your letters,
When you shall these unlucky deeds relate
Baker Hughes pay $44MM for payments made to Isle of Man “Consulting Firm” mandated by Kazak Oil officials
Macbeth (Redux)
On January 30, 2009, Gerald Hodgkins,Assistant Director of the Divisionof Enforcement at the SEC, was asked to provide hispersonal predictions for 2009:
• continued high levels of voluntary disclosure of potential FCPA violations by companies; • continued focus on specific industries and industry-wide investigations; • continued imposition of large fines and disgorgement, alongside cases with more modest numbers; • more actions brought against individuals; • continued use of compliance monitors;
• and increased international cooperation.
Richard II
• Risk Based Compliance
Opinion Release 08-02
AON Policy
Alec Guinness as Richard III
• Minimize your Risk and How Much is Enough
• US Gov Resources• Other Public Resource• Trace International• DOJ Opinion Release Procedure
Henry IV
Structure Post-Contract
safeguards
• Audit Rights and
DOJ Opinion 04-02
• Contacts and Reporting
Henry V
• Joint Venturesor do you really want
to go back to France
alone
1. Majority Controlled
2. Minority Participation
3. Existing JVs
Shakespeare’s London and President Obama
Don’t Let the Traffic Rush You
