Fcpa And Anti Corruption Task Force Mo Fo

Morrison & Foerster’sFCPA and Anti-Corruption Task Force

January 2011

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Table of Contents

DOJ Official Proclaims “New Era” of FCPA Enforcement, Morrison & Foerster Client Alert, November 19, 2010

8

FCPA: DOJ May Be Listening, But It Is Not Changing Its Approach, Morrison & Foerster Client Alert, December 2, 2010

7

Alcatel-Lucent Settles “Unprecedented” $137 Million FCPA Case, Morrison & Foerster Client Alert, January 3, 2011

6

2010: Another Record Breaking Year for FCPA Enforcement, Confirming “New Era,” Morrison & Foerster Client Alert, January 12, 2011

5

FCPA Practice: Overview4

SEC Issues Proposed Doff-Frank Whistleblower Rules, Morrison & Foerster Client Alert, November 4, 2010

9

Professional SummariesPaul T. FriedmanRandall J. FonsDaniel P. LevisonCarl H. Loewenson, Jr.Kevin RobertsRobert SalernoSherry Xiaowei Yin

10

FCPA Practice: Asia Investigations3

FCPA Practice: Compliance 2

FCPA Backgrounder1

Tab

3

TAB 1

FCPA Backgrounder What You Need to Know About the Foreign Corrupt Practices Act (“FCPA”)

© 2010 Morrison & Foerster LLP | mofo.com

WHAT IS THE FCPA? • The FCPA prohibits paying – or promising to pay – anything of value to a foreign government official where the

purpose is to obtain or retain business.

• The FCPA also requires publicly traded companies to keep accurate books and records and implement

appropriate internal controls.

WHY IS THE FCPA IMPORTANT TO YOU? • FCPA applies to all U.S. nationals (companies or individuals) and any foreign company listed on a U.S.

exchange or that submits reports to the SEC as result of capital raising activities (including trading American

Depository Receipts).

• Companies can be held responsible for FCPA violations by agents and joint venture partners.

• Increasing number and size of FCPA cases: In 2002, there were zero criminal prosecutions. In 2004, there

were only 3. By 2009, there were 34, with 150 open U.S. Department of Justice (“DOJ”) investigations.

• Growing trend to aggressively enforce FCPA both by DOJ and U.S. Securities and Exchange Commission

(“SEC”), with an increasing number of tag-along civil litigations.

o Enforcement priority with increasing dedicated resources.

o Steep financial penalties (e.g., Siemens was fined $800 million in U.S.; Daimler was fined $185 million).

o Four letter word: J-A-I-L (executives have been sentenced to jail time).

o Essentially strict liability for parent company for FCPA books and records violations of its wholly-owned

subsidiaries.

o Relevant to all industries: not just oil, pharmaceutical, or high tech.

o Relevant to many geographies: China and many other countries are deemed “high risk.”

o Collateral consequences, including debarment from government contracts and reputational harm.

• Growing global patchwork of anti-corruption laws and multi-national cooperation (i.e., OECD Convention, UK Bribery Act 2010).

FCPA BACKGROUNDER What You Need to Know About the Foreign Corrupt Practices Act (“FCPA”)

2

HOW CAN MORRISON & FOERSTER HELP? • Our domestic and international offices advise on and investigate FCPA matters.

• We have a deep bench, and work seamlessly across our offices. Our Securities Litigation, Enforcement,

and White Collar (“SLEW”) practice group includes more than 150 attorneys in our 16 offices worldwide, with

over 20 former federal and state criminal prosecutors, former SEC enforcement attorneys, as well as in-

house accounting experts.

• Been there, done that: We have performed a large number of FCPA investigations -- large and small — in

China, Japan, Korea, Thailand, Indonesia, other Asian countries, and Latin America.

• We have vast experience in scores of FCPA matters for major companies and individuals, across a

wide range of FCPA matters:

o Diligence: conducted due diligence reviews for potential M&A transactions (both buy and sell side),

prospective agents, consultants and joint venture partners, and in other contexts, in Asia-Pacific, Europe,

Middle East, South America, and North America.

o Counseling: advised on FCPA compliance policies and procedures, including real-time counseling to

legal and compliance departments when problematic facts emerge.

o Compliance Programs/Training: designed, reviewed, and provided anti-corruption compliance training

(in numerous languages including English, Mandarin and Spanish).

o Investigations: conducted scores of cross-border internal investigations on behalf of companies and

Boards of Directors; represented companies and individuals in investigations by DOJ and SEC.

o Remediation: when anti-corruption problems are detected, we help companies fix those problems.

• We are well-equipped to protect companies and individuals in parallel criminal, SEC and civil proceedings,

as well as with related government contracts issues.

• Largest investigation practice among international firms in Asia, including over 30 litigators in Japan and over

20 Chinese-trained lawyers in Beijing, Shanghai, and Hong Kong offices.

• Strong presence in the UK.

• Follow the money: we have an in-house Forensic Accounting Services Group.

• Our Privacy & Data Security Group assists in cross-border investigations.

FCPA BACKGROUNDER What You Need to Know About the Foreign Corrupt Practices Act (“FCPA”)

3 Because of its generality, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

EXPERTISE BASED ON HANDLING SCORES OF FCPA MATTERS • Represented many global companies in internal investigations, government investigations, self-reporting

procedures.

• Where necessary, we can field a team in several countries simultaneously.

• A few representative examples:

o Represented a U.S.-based multinational Fortune 50 company in internal investigation of alleged violations of the FCPA in Asia-Pacific countries. Following the conclusion of our investigation and self-reporting, neither the SEC nor the DOJ took any action against our client.

o Represented a U.S.-based multinational public corporation in an internal investigation of whistleblower allegations of violations of the FCPA in China and elsewhere in Asia, with interviews in several countries.

o Assisting a public company acquisition target with FCPA diligence requests from potential buyers.

o Representing senior executives of multinational corporations in investigations by DOJ and SEC into allegations of illegal payments to government officials in Nigeria, Angola, Kazakhstan, Venezuela, and Thailand.

o Investigating FCPA allegations at a telecom company and software company in Venezuela.

o Investigating FCPA allegations at a NASDAQ-listed Chinese services company.

o Represented an officer of a large oil services firm in a joint DOJ and SEC investigation relating to payments to government officials in Indonesia and Brazil.

o Conducting an FCPA internal investigation in Latin America for a Fortune 500 company.

UK BRIBERY ACT 2010 • In April 2011, companies doing business in the UK will be subject to this new law globally.

• It is broader than the FCPA in important respects.

• We are advising companies on exposure and compliance with this new law.

For more information about Morrison & Foerster’s FCPA and Anti-Corruption practice, please contact:

PAUL T. FRIEDMAN SAN FRANCISCO (415) 268-7444 [email protected]

CARL H. LOEWENSON, JR. NEW YORK (212) 468-8128 [email protected]

RANDALL J. FONS DENVER (303) 592-2257 [email protected]

ROBERT A. SALERNO WASHINGTON, DC (202) 887-6930 [email protected]

DANIEL P. LEVISON TOKYO 81 3 3214 6522 [email protected]

SHERRY XIAOWEI YIN BEIJING 6 10 5909 3566 [email protected]

KEVIN ROBERTS LONDON 020 7920 4160 [email protected]

4

TAB 2

Representative FCPA Compliance Programs and Training FCPA TASK FORCE CONTACTS:







Morrison & Foerster has extensive experience in a wide range of FCPA

compliance matters. Our FCPA Task Force has a strong track record of

working with global companies to manage their risk and exposure to

anti-corruption issues.

We have developed, implemented, and reviewed anti-corruption programs for

global companies in many industries, including professional services, defense

and aerospace, media and entertainment, and transportation, among others.

We have conducted scores of FCPA training programs in English, Japanese,

and Mandarin to companies operating in China, Japan, and elsewhere in Asia

to all levels of employees, officers, and directors.

In addition, we work closely with clients in developing FCPA-related

agreements for joint ventures, agents, consultants, key vendors, and other

business relationships, as well as anti-corruption training modules for

employees, agents, consultants, and third-party intermediaries. We have also

conducted scores of reviews of prospective agents, consultants, and joint

venture partners in Europe, the Middle East, South America, North America,

and the Asia-Pacific region.

In the M&A context, we have assisted with anti-corruption due diligence into

foreign acquisition targets with substantial operations in the Asia-Pacific, Latin

America, among other regions. Based on results of due diligence, we have

developed FCPA compliance programs for merged entities, including drafting of

anti-corruption policies and training materials and assisting clients with

in-person training prior to closing.

We leverage our global network of resources and experts in the United States,

Europe, and the Asia-Pacific to ensure effective geographic coverage for our

clients. Our Securities Litigation, Enforcement, and White-Collar Defense

Practice Group is comprised of more than 150 attorneys in our 16 offices

worldwide and includes over a dozen former federal and state criminal

prosecutors, former Securities and Exchange Commission (SEC) enforcement

attorneys, and in-house accounting experts with decades of public accounting

experience.

Representative Matters

The following are illustrative examples of our vast expertise relating to FCPA

compliance programs.

Following Asia-Pacific-wide internal investigation, worked with a Fortune 50

global company to re-engineer anti-corruption compliance program.

FCPA PRACTICE: COMPLIANCE

Representative FCPA Compliance Programs and Training

2

Conducted dozens of FCPA training sessions in English and in Mandarin to companies

operating in China, including recently to a publicly traded real estate company, and to a

subsidiary of a public U.S. company.

Following the representation of a U.S. company accused of FCPA violations related to sales

of aerospace supplies in Asia, we conducted an internal investigation which included an

audit of the client's FCPA Compliance Program and internal controls. Also assisted the

client with developing an enhanced FCPA Compliance Program and employee training

materials.

Assisted a publicly-traded U.S. company with FCPA due diligence into foreign acquisition

target with substantial operations in China, Latin America, and South Asia. Based on results

of due diligence, developed FCPA compliance program for merged entity, including drafting

of anti-corruption policy and training materials, and assisted client with in-person training of

China employees prior to closing.

Represented a large multinational services company in reviewing and developing

enhancements as needed for its FCPA Compliance Program, including developing

FCPA-related agreements for joint venture and other business relationships, employees,

agents, consultants, and third-party intermediaries.

Represented a global professional services firm to review its FCPA Compliance Program,

recommend enhancements, and develop training materials.

Following our response to allegations of FCPA violations on behalf of a large multinational

defense contractor, we conducted a review of the existing FCPA Compliance Policies and

developed enhancements and internal controls. Also performed extensive reviews of more

than 50 prospective agents, consultants, and joint venture partners in Europe, the Middle

East, South America, North America, and the Asia-Pacific region and provided training for

upper management and legal department.

Developing and implementing FCPA Compliance Program for a multinational company

providing cross-border services. Includes FCPA-related agreements for joint venture and

other business relationships and training modules for employees, agents, consultants, and

third-party intermediaries. Training provided to upper management and legal staff.

Represent a large multinational company in reviewing and developing enhancements as

needed for its FCPA Compliance Program.

Represent a large multinational company in reviewing and developing enhancements as

needed for its FCPA Compliance Program, including developing FCPA-related agreements

for joint venture and other business relationships, employees, agents, consultants and

third-party intermediaries. Training to upper management will likely be provided during Fall

2010.

Represent a large multinational media company in reviewing and developing enhancements

as needed for its FCPA Compliance Program, including developing FCPA-related

agreements for joint venture and other business relationships, employees, agents,

consultants, and third-party intermediaries.

FCPA PRACTICE: COMPLIANCE

Representative FCPA Compliance Programs and Training

3

Reviewed existing FCPA/anti-corruption policy, provided comments; commented on draft

training materials, and delivered half-day training to management and staff of operating

subsidiary of a NYSE-listed transportation company. Training was conducted at two client

locations in China.

Provided training and materials on FCPA compliance to local staff of a NASDAQ-listed

communications company in Shanghai. Local managers and staff attended the training.

Provided FCPA compliance training and materials to the Board of Directors and senior

management of a NASDAQ-listed mobile application service provider in Shanghai.

Provided FCPA compliance materials to a leading value-added distributor of medical

imaging and other diagnostic equipment in China.

Provided FCPA compliance materials to a diversified U.S. multinational company.

Provided FCPA and anti-corruption advice to a leading developer and manufacturer of

pharmaceutical products.

Conducted FCPA compliance training for a diversified multinational Fortune 500 company, a

leading consumer survey and consulting firm, and a well-known international financial

services firm.

References

While most of our clients prefer confidentiality pertaining to our services in this area, we will be

able to provide references upon request.

5

TAB 3

FCPA Practice: Asia Investigations

Representative FCPA Investigations and Other Internal Reviews — China and Asia-Pacific HONG KONG 33/F EDINBURGH TOWER THE LANDMARK 15 QUEEN'S ROAD CENTRAL HONG KONG PHONE: (852) 2585-0888 FAX: (852) 2585-0800

SHANGHAI SUITE 3501, BUND CENTER NO. 222, YAN AN ROAD EAST SHANGHAI 200002 PEOPLE’S REPUBLIC OF CHINA PHONE: (86 21) 2322-5200 FAX: (86 21) 2322-5300

BEIJING 22ND FLOOR, CHINA CENTRAL PLACE TOWER 3 77 JIANGUO ROAD CHAOYANG DISTRICT BEIJING 100025 PEOPLE'S REPUBLIC OF CHINA PHONE: (86 10) 5909-3399 FAX: (86 10) 5909-3355

TOKYO SHIN-MARUNOUCHI BUILDING 29TH FLOOR 5-1, MARUNOUCHI 1-CHOME CHIYODA-KU, TOKYO 100-6529, JAPAN PHONE: 81 3 3214 6522 FAX: 81 3 3214 6512


Morrison & Foerster has over 25 years of experience on the ground in Asia.

We have over 200 attorneys and other professionals in our Asia offices,

including 45 Japan-licensed attorneys, 17 Hong Kong-licensed solicitors, 17

England- and Wales-qualified attorneys, and 22 attorneys with PRC bar

qualifications. Dozens of our litigators in Asia specialize in the skills and

techniques necessary to effectively conduct internal investigations.

Our firm has significant experience conducting a wide range of investigations in

China, from purely domestic investigations to those with a more global reach.

Our China team is also supported by over a dozen former federal and state

criminal prosecutors, former Securities and Exchange Commission (SEC)

enforcement attorneys, and in-house accounting experts with decades of public

accounting experience.

Morrison & Foerster’s Hong Kong, Beijing, and Shanghai offices frequently

represent companies, individuals, audit committees and management, and

advise independent directors and special committees of boards of directors.

The firm has been recognized as one of the five best corporate governance

legal practices in Asia (Corporate Governance Asia Recognition Awards).

We work with our clients to design and implement codes of ethics and

employee guidelines, insider trading prevention programs and policies,

whistleblower protections, disclosure policies, and audit committee policies

required by the Sarbanes Oxley Act of 2002. Our U.S. securities experts in

China advise on issues related to the SEC, drawing on relevant expertise in our

U.S. offices as needed.

The firm also has developed and presented seminars for clients and developed

compliance policies and controls on important related topics, including

conducting internal investigations – including on FCPA, antitrust, revenue and

accounting issues, IP, import licensing topics; designing effective compliance

programs -- including on antitrust and anti-corruption topics; and coping with

parallel proceedings.

The following are illustrative examples of our wide-ranging experience we have

in China relating to FCPA as well as other investigations. Many of our matters

cannot be described due to client confidentiality requirements.

FCPA PRACTICE: ASIA INVESTIGATIONS

Representative FCPA Investigations and Other Internal Reviews — China and Asia-Pacific

2

China – FCPA

Represent a major U.S. medical device developer in an internal investigation involving FCPA

and anti-bribery issues in China.

Represent the audit committee of a NASDAQ-listed company in connection with an internal

investigation involving numerous local staff interviews regarding FCPA and accounting

issues relating to a major public tender process.

Represented Fortune 500 company in SEC investigation and internal investigation of: (a)

accounting for revenue on complex contract with a Chinese state-owned enterprise; and (b)

related FCPA issues.

Conducted an internal investigation concerning FCPA issues on behalf of an audit

committee of a semiconductor manufacturer with U.S. and China operations. We also

represented the company in a related SEC informal investigation, which ended quickly and

with no action taken against our client.

Represented the former head of the China operations of an entertainment sales and

distribution company in an FCPA internal investigation.

Represented a U.S. company accused of FCPA violations related to sales of aerospace

supplies in Asia. The allegations included bribes paid to government officials to obtain large

contracts with the foreign government. Our internal investigation included witness interviews

and forensic review of books and records in Chinese and English. We also assisted the

client with developing an enhanced FCPA Compliance Program and employee training.

Represented a major China-based, NASDAQ-listed company in a company-wide internal

investigation regarding possible accounting irregularities, in conjunction with outside

auditors. Following the investigation, which involved employee interviews and document

review, also successfully defended the company against multiple delisting actions by

NASDAQ, handled all aspects of related communications with public investors, represented

the company in an SEC investigation and U.S. class action lawsuit, and negotiated favorable

settlements for both.

Represented a U.S.-based multinational public corporation in an internal investigation of

whistleblower allegations of violations of the FCPA in China and elsewhere in Asia, with

interviews in several countries. Following the conclusion of our investigation and

self-reporting, the SEC and DOJ took no action against our client.

Represented the independent committee of a NASDAQ-listed company in the investigation

of potential breaches of Sarbanes-Oxley and FCPA requirements in connection with

payments to PRC officials.

Represented the independent directors of a NASDAQ-listed company based in China in

conducting an investigation into alleged bribery activities and falsification of records involving

multiple points of sale throughout China.



3

Represented the Special Committee of a NASDAQ-listed Bermuda corporation with its

principal place of business in China in an internal investigation of possible FCPA violations

related to use of consultants.

Conducted internal investigation into alleged bribery activities in the PRC media industry by

third-party consultants engaged by a NASDAQ-listed company.

Conducted numerous FCPA training sessions in English and in Mandarin to companies



China – Other

Represent a major international property developer with extensive operations in China in an

internal investigation in connection with alleged misdeeds by its China country manager.

Represent executives of industrial products company in international cartel and corrupt-

payments investigation spanning Japan, China, Malaysia, America, and Europe.

Represent a NASDAQ-listed technology company and its audit committee in connection with

an internal investigation into accounting irregularities and related SEC and Sarbanes-Oxley

issues.

Represent a U.S.-based multinational public corporation in an investigation of its business

practices in Europe, Asia, Australia, and North America in connection with a U.S. grand jury

subpoena and related government investigations in Europe, New Zealand, and Asia.

Represent a U.S.-based multinational public corporation in an internal investigation of

alleged price-fixing practices in its Asian operations triggered by the receipt of a grand jury

subpoena.

Represented the audit committee of a NASDAQ-listed company in connection with China

sales irregularities and related accounting and SEC and Sarbanes-Oxley-related issues. The

work also involved coordination of deposition-type interviews with a China country manager

who was ultimately terminated, and other staff in-country.

Represented a U.S. public company with operations in Asia in an internal investigation

regarding the company’s employee stock option program, involving the review of documents

and interviewing of employees in English, Chinese, and Japanese.

Represented a U.S.-based public company in an internal investigation of a whistleblower

complaint regarding self-dealing and product safety issues in its China-based sourcing

operations.

The following are illustrative examples of our work advising board committees and conducting

internal reviews and investigations in other areas of Asia.

Other Asia-Pacific Investigations

Represented multiple employees of a large Japanese manufacturer in U.S. Department of

Justice investigations of alleged cartel and FCPA activity.



4

Represented a U.S. software company in an internal investigation of its Japanese subsidiary

relating to accounting policies and procedures. We interviewed sixteen witnesses in Japan

and nineteen witnesses in the United States.

Represented a U.S. software company in an internal investigation of its Japanese subsidiary

after a whistleblower complaint about revenue manipulation.

Represented a large Japanese multinational foreign company sanctioned by the U.S. State

Department for alleged violations related to sales of controlled products and services to

restricted countries. Our internal investigation and compliance reviews involved lawyers in

our Tokyo, Singapore, and Washington, DC offices, and successfully concluded with the

State Department agreeing to lift the sanctions.

Represented a Japanese chemical company in an antitrust investigation triggered by a

grand jury subpoena. The investigation included the company’s U.S. and European

subsidiaries, and was conducted by attorneys from the firm’s Tokyo, New York, San

Francisco, and London offices.

Represented a major consumer electronics company, headquartered in Japan, in an internal

investigation in connection with alleged price fixing allegations in the CRT industry.

Represented a major conglomerate, headquartered in Japan, in an internal investigation in

connection with alleged price fixing allegations in the LCD industry.

Represented a Japanese software company in an internal investigation in connection with

possible theft of trade secrets.

Represented a U.S.-based multinational corporation in an internal investigation regarding

the import licensing practices of its Japanese subsidiary.

Represented a U.S. public company and its Asia subsidiary in an investigation of alleged

improper labeling of the grade and quality of plastics used in computer monitors and other

electronics equipment.

Represented independent directors in an investigation into alleged kickbacks paid in

connection with the formation of a joint venture and acquisition of assets in the

telecommunications industry.

Represented a global company in an investigation by the Japanese government involving

potential claims concerning a government contract.

Counsel healthcare products company on FCPA compliance relating to its operations in

Japan.

Represented an officer of a large oil services firm in a joint DOJ and SEC investigation

relating to payments to government officials in Indonesia and Brazil.

Represented senior executive of global oil and gas services company in an FCPA

investigation of activities in Africa, Asia, and Europe.

Investigating FCPA allegations in Taiwan, Malaysia, the Philippines, and Thailand for a

Fortune 100 company.



5

For more information about Morrison & Foerster’s FCPA practice, please contact:






6

TAB 4

Representations Involving FCPA FCPA TASK FORCE CONTACTS:







Our Securities Litigation, Enforcement, and White-Collar Defense Practice

Group is comprised of more than 150 attorneys in our 16 offices worldwide.

The Group includes over a dozen former federal and state criminal prosecutors,

former Securities and Exchange Commission (SEC) enforcement attorneys,

and in-house accounting experts with decades of public accounting experience.

Our domestic and international offices often advise on and investigate alleged

FCPA violations. These matters have spanned the three primary provisions of

the FCPA: anti-bribery, books and records, and internal controls.

Representative Matters

Represented a U.S.-based multinational public corporation in an internal

investigation of whistleblower allegations of violations of the FCPA in China

and elsewhere in Asia, with interviews in several countries. Following the

conclusion of our investigation and self reporting, the SEC and DOJ took no

action against our client.

Represent senior executives of multinational corporations in investigations

by the Department of Justice (DOJ) and the SEC into allegations of illegal

payments to government officials in Nigeria, Angola, Kazakhstan, and

Thailand.

Conducted an internal investigation of possible FCPA violations involving

telecom company in Venezuela.

Investigating FCPA allegations in Taiwan, Malaysia, the Philippines, and

Thailand for a Fortune 100 company.

Represented an officer of a large oil services firm in a joint SEC/Justice

Department investigation relating to payments to government officials in

Indonesia and Brazil.

Represent a major U.S. medical device developer in an internal

investigation involving FCPA and anti-bribery issues in China.

Conducted FCPA due diligence reviews for a defense contractor on more

than 50 prospective agents, consultants, and joint venture partners in

Europe, the Middle East, South America, North America, and the

Asia/Pacific region.

FCPA PRACTICE: OVERVIEW

Representations Involving FCPA

2

Conducted numerous FCPA training sessions in English and in Mandarin to companies



Represented employee of a large international public company under investigation for

violation of the FCPA in connection with activities in Argentina . After testimony, the SEC

took no action against the employee.

Represented the former president of a Fortune 500 oil services conglomerate in an FCPA

investigation of improper payments in connection with government contracts in Nigeria.

Represented oil services industry executives in connection with DOJ and SEC investigations

of alleged FCPA violations in Venezuela and Nigeria.

Represented the former in-house counsel of a Fortune 500 oil services conglomerate in an

FCPA investigation in connection with activities in Africa and Europe.

Represent board member of European company in FCPA investigation of activities in global

telecom industry.

Represented Fortune 500 company in an SEC investigation and internal investigation of: (a)

accounting for revenue on complex contract with a Chinese state-owned enterprise; and (b)

related FCPA issues.

Represent multiple employees of large Japanese manufacturing company in investigations

relating to FCPA and cartel activities.

Counsel software company on policies and procedures for FCPA compliance in connection

with activities around the world.

Counsel healthcare products company on FCPA compliance relating to its operations in

Japan.

Represented senior executive of global oil and gas services company in an FCPA

investigation of activities in Africa, Asia, and Europe.

Conducted an internal investigation concerning FCPA issues on behalf of an audit

committee of a semiconductor manufacturer with U.S. and China operations. We also

represented the company in a related SEC informal investigation, which ended quickly and

with no action taken against our client.

Represented the former head of the China operations of an entertainment sales and

distribution company in an FCPA internal investigation.

Represented a U.S. company accused of FCPA violations related to sales of aerospace

supplies in Asia. The allegations included bribes paid to government officials to obtain large

contracts with the foreign government. Our internal investigation included witness interviews

and forensic review of books and records in Chinese and English. We also assisted the

client with developing an enhanced FCPA Compliance Program and employee training.

Represented a major China-based, NASDAQ-listed company in a company-wide internal

investigation regarding possible accounting irregularities, in conjunction with outside

auditors. Following the investigation, which involved employee interviews and document

review, also successfully defended the company against multiple delisting actions by

FCPA PRACTICE: OVERVIEW

Representations Involving FCPA

3

NASDAQ, handled all aspects of related communications with public investors, represented

the company in an SEC investigation and U.S. class action lawsuit, and negotiated favorable

settlements for both.

Represented the independent committee of a NASDAQ-listed company in the investigation

of potential breaches of Sarbanes-Oxley and FCPA requirements in connection with

payments to PRC officials.

Represented the independent directors of a NASDAQ-listed company based in China in

conducting an investigation into alleged bribery activities and falsification of records involving

multiple points of sale throughout China.

Represented the Special Committee of a NASDAQ-listed Bermuda corporation with its

principal place of business in China in an internal investigation of possible FCPA violations

related to use of consultants.

Conducted internal investigation into alleged bribery activities in the PRC media industry by

third-party consultants engaged by a NASDAQ-listed company.

7

TAB 5

Client Alert.

1 © 2011 Morrison & Foerster LLP | mofo.com | Attorney Advertising

January 12, 2011

2010: Another Record-Breaking Year for FCPA Enforcement, Confirming "New Era" By Paul T. Friedman, Ruti Smithline, and Angela E. Kleine

Since 2007, regulators and commentators alike have touted each passing year as a record-breaking year for FCPA enforcement. 2010 was no exception. Last year saw an explosion in the number of cases brought by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC). The last 12 months also brought the imposition of record-breaking corporate fines and prison terms for individual defendants.

In November of last year, Assistant Attorney General Lanny Breuer, Criminal Division, DOJ, announced that “[W]e are in a new area of FCPA enforcement.”1 A look back at 2010 confirms Mr. Breuer’s statement—in the history of FCPA enforcement, there has never been a year quite like 2010.

THE NUMBERSThe number of FCPA enforcement actions increased by 85% from 2009 to 2010. Last year, the DOJ brought 48 criminal cases. The SEC filed 26 new actions. To put these numbers in context, in 2007—commonly anointed the first record-breaking year of FCPA enforcement—the DOJ brought 18 cases and the SEC filed 20 cases. Although these numbers have been steadily increasing from year to year, 2010 overshadowed any prior year in sheer numbers of enforcement actions.

The monetary penalties assessed against corporations in 2010 were also astounding in their magnitude. In total, companies paid a record $1.8 billion in financial penalties to the DOJ and SEC in 2010. Even in 2008, when Siemens paid $800 million (which remains the largest single fine ever paid), the DOJ and SEC collected $890 million in total for that year. Of the top 10 biggest FCPA settlements of all time, eight of them were reached in 2010.2 These include:

COMPANY SETTLEMENT AMOUNT (in millions)

BAE Systems $400ENI/Snamprogetti $365Technip $338Daimler $185Alcatel-Lucent $137

1 Pleases see our Client Alert from November 19, 2010, http://www.mofo.com/files/Uploads/Images/101118-FCPA-Enforcement.pdf. A transcript of the speech is available at http://www.justice.gov/criminal/pr/speeches/2010/crm-speech-101116.html.2 See “Recent Cases, Foreign Companies Dominate New Top Ten,” FCPA Blog (Jan. 5, 2010), http://www.fcpablog.com/blog/2011/1/5/recent-cases-foreign-companies-dominate-new-top-ten.html.

Client Alert.


And 2010 also brought the longest FCPA prison sentence ever handed down: seven years and three months.3 There were a few relatively short sentences, such as the six months that Gerald and Patricia Green received for allegedly paying bribes to Thai government officials in order to win film festival contracts. But, overall, 2010 saw prosecutors aggressively going after individuals, and individuals receiving hefty prison sentences. For example, two of the defendants involved in the Haiti Telecom investigation received sentences of 48 months and 57 months.4

A YEAR OF FIRSTS2010 was also remarkable as a year of firsts in terms of creative and aggressive enforcement, both by U.S. regulators and the international anti-corruption community. To list just a few examples, 2010 was the first year that:

� The SEC charged a company that is not a U.S. issuer with FCPA violations.5

� The DOJ successfully used money-laundering conspiracy charges to reach the conduct of foreign government officials accepting bribes.6

� U.S. and UK law enforcement cooperated in a massive corruption undercover sting operation.7

� U.S. Congress enacted a new law providing a bounty program for FCPA whistleblowers.8

� The UK passed the UK Bribery Act 2010 criminalizing a company’s failure to prevent bribery and commercial bribery between private parties.9

CONCLUSION2010 was unquestionably a watershed year for FCPA enforcement. Regulators ushered in a “new era” of enforcement through aggressive and expansive prosecutions. Regulators are promising the “era” to continue in 2011, and beyond. If so, 2011 may produce yet another record-breaking year.

Contact Morrison & Foerster’s FCPA and Anti-Corruption Task Force:

Paul T. FriedmanSan Francisco (415) 268-7444 [email protected]

Carl H. Loewenson, Jr.New York (212) 468-8128 [email protected]

Randall J. FonsDenver (303) 592-2257 [email protected]

Robert A. SalernoWashington, D.C. (202) 887-6930 [email protected]

Daniel P. LevisonTokyo+ 81 3 3214 6717 [email protected]

Sherry YinBeijing+ 86 10 5909 3566 [email protected]

Kevin RobertsLondon + 020 7920 4160 [email protected]

3 DOJ Press Release No. 10-422 (Apr. 19, 2010), http://www.justice.gov/opa/pr/2010/April/10-crm-442.html.4 DOJ Press Release No. 10-639 (June 2, 2010), http://www.justice.gov/opa/pr/2010/June/10-crm-639.html; DOJ Press Release No. 10-883 (July 30, 2010), http://www.justice.gov/opa/pr/2010/July/10-crm-883.html.5 Complaint, SEC v. Panalapina, Inc. (S.D. Tex. Nov. 4, 2010), http://www.sec.gov/litigation/complaints/2010/comp21727.pdf.6 DOJ Press Release No. 10-639 (June 2, 2010), http://www.justice.gov/opa/pr/2010/June/10-crm-639.html.7 DOJ Press Release No. 10-048 (Jan. 19, 2010), http://www.justice.gov/opa/pr/2010/January/10-crm-048.html.8 Please see our Client Alert from November 4, 2010, http://www.mofo.com//files//Uploads/Images/101104-Dodd-Frank-Whistleblower.pdf.9 Please see our Client Alert from September 30, 2010, http://www.mofo.com/files/Uploads/Images/100930-UK-Bribery-Act-2010.pdf.


Client Alert. About Morrison & Foerster:

We are Morrison & Foerster—a global firm of exceptional credentials in many areas. Our clients include some of the largest financial institutions, investment banks, Fortune 100, technology and life science companies. We’ve been included on The American Lawyer’s A-List for seven straight years, and Fortune named us one of the “100 Best Companies to Work For.” Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger. This is MoFo. Visit us at www.mofo.com.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

8

TAB 6

Client Alert.


January 3, 2011

Alcatel-Lucent Settles “Unprecedented” $137 Million FCPA Case By Paul T. Friedman, Angela E. Kleine and Ruti Smithline

After a six-year international investigation, the DOJ and SEC announced that Alcatel-Lucent S.A. will pay one of the largest settlements in Foreign Corrupt Practices Act history.1 The Paris-based telecommunications company and three of its subsidiaries will pay $92 million to resolve criminal charges with the DOJ and $45 million in disgorgement to the SECfor using consultants to bribe government officials in Costa Rica, Honduras, Malaysia, and Taiwan. The $137 million settlement is the seventh largest FCPA settlement ever reported.

2

FOCUS ON MEANINGFUL INTERNAL CONTROLS

DOJ charged Alcatel-Lucent with violating the internal controls and books and records provisions of the FCPA, and three subsidiaries with conspiring to violate those provisions and the FCPA’s anti-bribery provisions. The SEC brought civil charges against Alcatel-Lucent for bribery, books and records, and internal control violations.

The SEC alleged that, from 2001 through 2006, Alcatel and its subsidiaries “failed to detect or investigate numerous red flags.”3 The complaint does not implicate any Alcatel officer or director. Rather, the SEC concluded that the bribery scheme was the product of a “lax corporate control environment.”

The government acknowledged that, at the time the bribes were made, Alcatel already had a “company-wide FCPA training program” and “risk assessment committee” in place. However, employees allegedly routinely disregarded or circumvented those programs, and the risk assessment committee was more focused on “customer lawsuits” than on preventing bribery.

“UNPRECEDENTED” AGREEMENT TO FOREGO THIRD-PARTY AGENTS

The DOJ’s announcement focused on Alcatel’s “business model”—pursuing business opportunities in foreign countries using third-party agents and consultants. DOJ said “this business model was shown to be prone to corruption.”

1 Department of Justice Release No. 10-1481 (Dec. 27, 2010), available at http://www.justice.gov/opa/pr/2010/December/10-crm-1481.html; SEC Litigation Release No. 21795 (Dec. 27, 2010), available at http://www.sec.gov/litigation/litreleases/2010/lr21795.htm. 2 See “In New Top Ten, Eight Are Foreign,” FCPA Blog (Nov. 5, 2010), available at http://www.fcpablog.com/blog/2010/11/5/in-new-top-ten-eight-are-foreign.html. 3 Complaint, SEC v. Alcatel-Lucent, S.A. (S.D. Fla. Dec. 27, 2010), ¶¶ 3, 19, available at http://www.sec.gov/litigation/complaints/2010/comp21795.pdf.

http://www.mofo.com/paul-friedman/

http://www.mofo.com/angela-kleine/

http://www.mofo.com/ruti-smithline/

http://www.justice.gov/opa/pr/2010/December/10-crm-1481.html

http://www.sec.gov/litigation/litreleases/2010/lr21795.htm

http://www.fcpablog.com/blog/2010/11/5/in-new-top-ten-eight-are-foreign.html

http://www.sec.gov/litigation/complaints/2010/comp21795.pdf

Client Alert.


The SEC’s complaint highlights two extreme examples.4 A perfume distributor was hired as a “consultant” in Honduras. He had no telecom experience, but was the brother of a government official. Also, the Alcatel employees responsible for reviewing Costa Rican consultants’ reports could not read or speak Spanish.

In its three-year deferred prosecution agreement, Alcatel agreed to stop using third-party sales and marketing agents in conducting its worldwide business. DOJ reported that the “unprecedented pledge” was made on the company’s “own initiative and at a substantial financial cost.”

Alcatel-Lucent added in a separate statement that it was the “first in its industry” to terminate its international agents and consultants, which it said were the “primary” source of the improper payments.5 The company added that it is “a radically different company today” than at the time the improper payments were made, with “different management, including a new CEO, a new executive committee and a different Board of Directors, . . . a zero-tolerance policy regarding bribery and corruption and . . . a system in place with strong processes and Internet-based and live training designed to prevent these types of situations in all aspects of our business.” The company added that it has “implemented policies and procedures to prevent the violations from happening again.”

Notwithstanding Alcatel-Lucent’s existing anti-corruption program, the company agreed to implement rigorous compliance enhancements. As part of the settlement, the company also agreed to retain an “independent compliance monitor for three years to oversee the implementation of the enhanced FCPA compliance program and to submit yearly reports to [DOJ].”6

THE LONG AND WINDING ROAD TO SETTLEMENT

The settlements were a long time coming. In 2004, Alcatel learned that Costa Rican authorities were investigating its vice president and long-time employee Christian Sapsizian for bribery in that country.7 Soon after, Alcatel fired Sapsizian and Edgar Valverde Acosta, Alcatel’s senior Costa Rican officer.

Alcatel disclosed these payments to the U.S. government in 2004. But according to the DOJ, Alcatel’s cooperation with the U.S. government’s investigation was “limited and inadequate.”8 Cooperation did not improve, according to the DOJ, until after Alcatel merged with U.S.-based Lucent Technologies in November 2006.

4 SEC Complaint, note 3 above, at ¶¶ 32, 40. 5 Alcatel-Lucent Press Release, Alcatel-Lucent Welcomes the Settlements with U.S. Authorities Regarding Previously Reported Violations of Foreign Corrupt Practices Act (Dec. 27, 2010), available at http://www.alcatel-lucent.com/wps/portal/!ut/p/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Y_QjzKLd4x3tXDUL8h2VAQAURh_Yw!!?LMSG_ CABINET=Docs_and_Resource_Ctr&LMSG_CONTENT_FILE=News_Releases_2010/News_Article_002305.xml. 6 DOJ Release No. 08-848 (Sept. 23, 2008), available at http://www.justice.gov/opa/pr/2008/September/08-crm-848.html. 7 Alcatel-Lucent Condensed Consolidated Financial Statements (June 30, 2010), at 43-46. 8 DOJ Release No. 10-1481, note 1, above.

http://www.alcatel-lucent.com/wps/portal/!ut/p/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Y_QjzKLd4x3tXDUL8h2VAQAURh_Yw!!?LMSG_CABINET=Docs_and_Resource_Ctr&LMSG_CONTENT_FILE=News_Releases_2010/News_Article_002305.xml

http://www.alcatel-lucent.com/wps/portal/!ut/p/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Y_QjzKLd4x3tXDUL8h2VAQAURh_Yw!!?LMSG_CABINET=Docs_and_Resource_Ctr&LMSG_CONTENT_FILE=News_Releases_2010/News_Article_002305.xml

http://www.justice.gov/opa/pr/2008/September/08-crm-848.html

Client Alert.


In December 2006, Sapsizian was indicted for causing Alcatel to wire $14 million in “commission” payments to a consultant, who then transferred $2.5 million to a government official in Costa Rica.9 He pled guilty in June 2007 and was convicted in September 2008.10 Sapsizian was sentenced to 30 months in prison, three years of supervised release, and forfeiture of $261,500.11 Acosta was likewise indicted for conspiring to arrange the bribes back in 2007, but he remains a fugitive.12

Lucent, meanwhile, had its own FCPA issues prior to its merger with Alcatel and settled FCPA charges with DOJ and SEC in December 2007. The government alleged that Lucent improperly paid travel expenses for Chinese government officials from 2000 to 2003.13 Lucent paid a $1 million criminal fine and $1.5 million in civil penalties.

Then, in its February 2010 10-K, Alcatel announced that in December 2009 it had reached agreements in principle to resolve the DOJ and SEC’s investigations of the company. The SEC and DOJ announced the final settlements, subject to court approval, on December 27, 2010.

Alcatel’s settlement with the U.S. government came after the company already agreed to pay $10 million to settle a corruption case brought by the government of Costa Rica. And, Alcatel’s corruption saga may not yet be over. The Honduras government said it will reopen investigations into alleged bribes in that country in light of the U.S. government settlements.14 Alcatel disclosed in its financial statements that French and Costa Rican authorities are also investigating the company’s activities.15

DOJ PUNISHES THE COMPANY’S “LIMITED” COOPERATION

The DOJ’s announcement stated that Alcatel’s unusually high penalty reflected, in part, the company’s “limited and inadequate cooperation” before Alcatel’s 2006 merger with Lucent. This despite the fact that the company self-reported improper payments in 2004. DOJ did acknowledge that after the merger, the company’s cooperation “substantially improved,” and said the charging documents reflect that cooperation.

9 DOJ Release No. 06-850 (Dec. 19, 2006), available at http://www.justice.gov/opa/pr/2006/December/06_crm_850.html. 10 DOJ Release No. 07-411 (June 7, 2007), available at http://www.justice.gov/opa/pr/2007/June/07_crm_411.html; DOJ Release No. 08-848 (Sept. 23, 2008), available at http://www.justice.gov/opa/pr/2008/September/08-crm-848.html. 11 DOJ Release No. 08-848 (Sept. 23, 2008), available at http://www.justice.gov/opa/pr/2008/September/08-crm-848.html. 12 Notice to Transfer to Fugitive Status, U.S. v. Edgar Valverda Acosta, Case 1:06-cr-20797-PAS (S.D. Fla. June 14, 2007), available at https://secure.traceinternational.org/compendium/file.asp?id=576. 13 DOJ Release No. 07-1028 (Dec. 21, 2007), available at http://www.justice.gov/opa/pr/2007/December/07_crm_1028.html; SEC Release No. 20414 (Dec. 21, 2007), available at http://www.sec.gov/litigation/litreleases/2007/lr20414.htm. 14 Associated Press, Honduras Reopens Alcatel Bribe Case on SEC Ruling (Dec. 29, 2010), available at http://www.businessweek.com/ap/financialnews/D9KDN1F00.htm. 15 Alcatel-Lucent Condensed Consolidated Financial Statements, note 7 above.

http://www.justice.gov/opa/pr/2006/December/06_crm_850.html

http://www.justice.gov/opa/pr/2007/June/07_crm_411.html



https://secure.traceinternational.org/compendium/file.asp?id=576

http://www.justice.gov/opa/pr/2007/December/07_crm_1028.html

http://www.sec.gov/litigation/litreleases/2007/lr20414.htm

http://www.businessweek.com/ap/financialnews/D9KDN1F00.htm


Client Alert. CONCLUSION

This significant settlement underscores the importance of establishing and maintaining robust internal controls and compliance programs. It is not enough to put a compliance program in place. Policies and procedures must be followed, monitored, and updated regularly. Importantly, that includes keeping tabs on the consultants and other agents that the company and its subsidiaries employ in foreign countries. This case highlights the potential perils of reliance on consultants and other agents in foreign countries, given DOJ’s statement that Alcatel’s “business model was shown to be prone to corruption.”

Contact: Morrison & Foerster’s FCPA and Anti-Corruption Task Force:

Paul T. Friedman San Francisco (415) 268-7444 [email protected]

Carl H. Loewenson New York (212) 468-8128 [email protected]

Randall J. Fons Denver (303) 592-2257 [email protected]

Robert A. Salerno Washington, D.C. (202) 887-6930 [email protected]

Daniel P. Levison Tokyo + 81 3 3214 6717 [email protected]

Sherry Yin Beijing + 86 10 5909 3566 [email protected]

Kevin Roberts London + 020 7920 4160 [email protected]

About Morrison & Foerster:



mailto:[email protected]







http://www.mofo.com/

9

TAB 7

Client Alert.


December 2, 2010

FCPA: DOJ May Be Listening, But It Is Not Changing Its Approach By Paul T. Friedman, Ruti Smithline, and Angela E. Kleine

As we wrote in our November 19, 2010 FCPA Client Alert, Assistant Attorney General Lanny Breuer, Criminal Division, Department of Justice, recently acknowledged that “some practitioners and others would like to see, in the FCPA area, an amnesty program similar to the one that exists in the realm of antitrust.”1 In a hotel ballroom filled with FCPA defense attorneys and in-house counsel, Mr. Breuer stated that “we listen to considered suggestions of this kind.” But on November 30, 2010, in front of the Senate Judiciary Committee’s Subcommittee on Crime and Drugs, Acting Deputy Assistant Attorney General Greg Andres rejected the possibility of an amnesty program for FCPA cases.

Although seemingly inconsistent with Mr. Breuer’s suggestion that DOJ was willing to consider an amnesty program, Mr. Andres’s remarks at the Senate Hearing reinforced Mr. Breuer’s basic theme: the DOJ’s aggressive enforcement of the FCPA is here to stay irrespective of extensive criticism.

For months, critics of the recent approach to FCPA enforcement have urged regulators to adopt a leniency program modeled after one effectively used by DOJ’s Antitrust Division. Under the Antitrust Division’s Corporate Leniency Program, the first member of a price-fixing cartel that self-reports the violation—and agrees to cooperate fully with the government—can receive a free pass. The government’s rationale for granting amnesty is that, without a member of the cartel coming forward, it may be difficult or impossible for the government to discover and prosecute the illegal conduct.

Similarly in the FCPA context, advocates of a leniency program argue that, in the absence of self-disclosure, the government is not as likely to discover the FCPA violation.2 International bribery investigations are lengthy and expensive, and the government has limited resources. The government often relies on companies to conduct their own internal investigations and report their findings. Critics of the government’s aggressive FCPA enforcement argue that companies should get amnesty, or the very least leniency, for self-reporting violations that regulators are otherwise unlikely to find.

Advocates of an FCPA amnesty program also point to the detrimental effects an FCPA conviction can have on a company, including debarment from federal programs.3 By rewarding self-disclosure and cooperation, companies could be spared potentially devastating outcomes while still remediating and addressing the improper conduct. And, giving the company amnesty would not prevent the government from pursuing the individuals who perpetuated the illegal conduct.

1 Please see our Client Alert from November 19, 2010, available at http://www.mofo.com/files/Uploads/Images/101118-FCPA-Enforcement.pdf. A transcript of the speech is available at http://www.justice.gov/criminal/pr/speeches/2010/crm-speech-101116.html.2 See transcript from October 27, 2010 Legal Reform Summit, sponsored by U.S. Chamber of Commerce. 3 See Testimony of Michael Volkov before the Subcommittee on Crime and Drugs, Committee on the Judiciary, United States Senate, November 30, 2010, available at http://judiciary.senate.gov/hearings/hearing.cfm?id=4869.

Client Alert.


Moreover, as one critic pointed out, an amnesty program would be a significant improvement to FCPA enforcement that regulators could implement quickly and without protracted legislative action. “[The Justice Department] could do it tomorrow” by making a new policy.4

Despite the advocacy for an amnesty program, Mr. Andres made clear that DOJ is not interested in making changes to its current enforcement practices. Mr. Andres stated that DOJ does not believe “that immunity is appropriate, just as [it] do[esn’t] believe that a bank robber could get immunity for disclosing that he robbed a bank.”5 According to Mr. Andres, the fact that a company self-discloses a violation does not merit the company “getting a pass for those crimes.”

Mr. Andres also pointed out that companies already receive favorable treatment for self-reporting violations. According to Mr. Andres, DOJ has traditionally encouraged companies to self-report, promising credit for cooperation, and DOJ officials consistently assert that “a company that comes forward on its own will see a more favorable resolution than one that doesn’t.”6 As a result, Mr. Andres said that, given the credit self-reporting companies already receive from DOJ, he was “not sure there’s a need for a formal amnesty program.”

However, just how much “credit” a company receives by self-reporting under the current enforcement regime is subject to vigorous debate. There is a widespread belief among practitioners that a company may not benefit at all by having reported the violation and, in some instances, it is in fact worse off. An amnesty program would at least give companies a concrete and transparent incentive to self-disclose a violation, governed by clear “rules of the road.”

CONCLUSIONDOJ’s rejection of the amnesty program highlights two significant trends in FCPA enforcement:

One, it leaves companies in the same uncertain and uncomfortable position of deciding whether self-reporting is beneficial. The decision about whether to self-report is a difficult one, and the analysis needs to take into consideration more than just DOJ’s statements about cooperation credit currently available. The decision is necessarily informed by the specific facts and circumstances, and should be made only after consideration of all relevant facts, in consultation with expert counsel.

Two, the government will continue its heightened prosecution of FCPA cases regardless of mounting criticism. While the government may be “willing to listen” to constructive criticism and suggestions, thus far it has not been convinced that any change to its increasingly aggressive enforcement policies is warranted.


Paul T. FriedmanSan Francisco (415) 268-7444 [email protected]

Carl H. Loewenson, Jr.New York (212) 468-8128 [email protected]

Randall J. FonsDenver (303) 592-2257 [email protected]

Robert A. SalernoWashington, D.C. (202) 887-6930 [email protected]

4 See id.5 See Testimony of Deputy Assistant Attorney General Greg Andres before the Subcommittee on Crime and Drugs, Committee on the Judiciary, United States Senate, November 30, 2010, available at http://judiciary.senate.gov/hearings/hearing.cfm?id=4869.6 See transcript from Lanny Breuer’s November 2010 speech, available at http://www.justice.gov/criminal/pr/speeches/2010/crm-speech-101116.html.


Client Alert. Contacts continued:

Daniel P. LevisonTokyo+ 81 3 3214 6717 [email protected]

Sherry YinBeijing+ 86 10 5909 3566 [email protected]

Kevin RobertsLondon + 020 7920 4160 [email protected]

About Morrison & Foerster:



10

TAB 8

Client Alert.


November 19, 2010

DOJ Official Proclaims “New Era” of FCPA Enforcement By Paul T. Friedman, Ruti Smithline, and Angela E. Kleine

Assistant Attorney General Lanny Breuer, Criminal Division, Department of Justice, announced a “new era of FCPA enforcement” this week.1 He emphasized that DOJ’s aggressive enforcement of the FCPA is “here to stay.”

The Foreign Corrupt Practices Act (“FCPA”) is a federal law enacted in 1977 to prohibit making payments to foreign officials for the purpose of obtaining or retaining business.2 It applies broadly to U.S. companies and individuals, companies that have issued securities registered in the U.S., employees and agents of U.S. businesses, and foreign nationals and businesses that cause prohibited acts in the U.S.

Speaking at the American Conference Institute’s National Conference on the Foreign Corrupt Practices Act, Mr. Breuer described “historic” growth in FCPA actions during 2010. He concluded with concrete advice to companies operating in the new climate of “vigorous” enforcement.

AGGRESSIVE ENFORCEMENT

FCPA enforcement has “become more aggressive,” and Mr. Breuer stated that companies “are right to be more concerned.” He detailed the Department of Justice’s FCPA increased enforcement efforts during 2010, including:

• “Historic Cases”: In the past year, DOJ has imposed well over $1 billion in criminal penalties—more than in any prior 12-month period. Last year and this year combined, the government has charged over 50 individuals and collected nearly $2 billion in FCPA-related cases. In comparison, in 2004 it charged just 2 individuals and collected $11 million. The Department is now focused on prosecuting individuals, as well as levying substantial criminal fines against companies.

• “Significant Changes in the Fraud Section”: The Department’s Fraud Section grew significantly this year. Its new FCPA Unit alone consists of over a dozen prosecutors dedicated solely to FCPA cases. The FCPA Unit is also working with the Asset Forfeiture and Money Laundering Section, which targets, in part, proceeds of foreign official corruption being laundered through the United States.

• Increasing International Cooperation: The Department is expanding its reach by forming partnerships with foreign agencies. Cooperation with the U.K.’s Serious Fraud Office, for example, led to guilty pleas and a $400 million-plus criminal fine against a U.K. company. The speech also highlighted the United States’ participation in the Organization for Economic Cooperation and Development (“OECD”), an international economic organization of 30 member countries.

1 A transcript of the speech is available at http://www.justice.gov/criminal/pr/speeches/2010/crm-speech-101116.html. 2 Foreign Corrupt Practices Act of 1977, Pub. L. No. 95-213, 91 Stat. 1494 (codified as amended at 15 U.S.C. §§ 78m, 78dd-1, 78dd-2, 78dd-3, 78ff). For a summary of the FCPA’s provisions, please see our Client Alert from September 20, 2010, available at http://www.mofo.com/files/Uploads/Images/100920-FCPA.pdf.


http://www.mofo.com/ruti-smithline/

http://www.mofo.com/angela-kleine/

http://www.justice.gov/criminal/pr/speeches/2010/crm-speech-101116.html

http://www.mofo.com/files/Uploads/Images/100920-FCPA.pdf

Client Alert.


TAKING ON FCPA CRITICS

Mr. Breuer acknowledged that the government’s increasingly aggressive FCPA enforcement has drawn criticism. He agreed that there has been some “thoughtful” commentary, but emphasized that some “much less thoughtful commentary” is “exactly upside down.”

• Rejecting “Bad for Business” Criticisms: Mr. Breuer forcefully rejected the argument that FCPA enforcement is “bad for business.” He reiterated the Department’s position that the FCPA is vital to ensuring market integrity and an even playing field.

• “Competitive Disadvantages”: Mr. Breuer described the criticism that FCPA enforcement puts American business at a competitive disadvantage as “unfounded.” More than half of the Department’s FCPA resolutions in the last five years have involved foreign companies. In any case, the United States, he said, leads by example. As a result, the U.K. and other OECD members are stepping up anti-bribery enforcement around the world.

• Open to Suggestions: Mr. Breuer acknowledged that at least some criticisms are “worth debating.” The Department takes “serious commentary” into account. He specifically recognized calls for an amnesty program similar to that under antitrust law. He did not entirely reject it, but said only, “I can at least tell you that we listened to [and] considered suggestions of this kind.”

SUGGESTIONS TO COMPANIES

Mr. Breuer made clear that companies should not “wait in worry for [DOJ] to come knocking.” Rather, companies need to be proactive and take affirmative steps that “would put [ ] organizations in a better position for the day we do come knocking, or that could prevent us from coming at all.” He offered two specific suggestions to companies given the climate of vigorous FCPA enforcement.

1) “Take a hard look at your organization’s FCPA compliances practices.”

Reviewing and strengthening compliance programs is more important than ever in the Department’s “new era” of FCPA enforcement.

• Guidance from the OECD: Mr. Breuer referred companies to the OECD’s recently published Good Practice Guidance on Internal Controls, Ethics, and Compliance.3 The OECD’s recommendations for evaluating compliance programs include:

o Risk-Assessment: Assess the company’s individual risks, such as industry and geography, to tailor internal controls, ethics, and compliance programs.

o A Strong Anti-Corruption Policy Based on the Risk Assessment: Implement a clear and visible anti-corruption policy applicable to all employees and entities the company controls. High-risk areas, such as gifts and hospitality expenses, should be the subject of specific compliance programs. Senior management should establish a strong “tone at the top,” and individuals at all levels of the company should be responsible for monitoring and ensuring compliance.

o Oversight: Consider whether a senior corporate officer should be charged with overseeing anti-bribery compliance. That individual (or group) should have sufficient resources, autonomy from management, and the authority to report directly to the board’s audit committee.

3 The guidance is available on the OECD website at http://www.oecd.org/dataoecd/5/51/44884389.pdf.

http://www.oecd.org/dataoecd/5/51/44884389.pdf

Client Alert.


o Guidance: Make guidance and advice, including responses to urgent questions about situations in foreign jurisdictions, available to employees and business partners.

o Reporting: Allow all employees and business partners to report potential violations confidentially and protect them from discipline.

o Re-Assessment: Regularly review and re-assess anti-bribery policies and programs.

• High-risk industries: Mr. Breuer discussed the fact that the government is increasingly taking an “industry-wide approach” to FCPA investigation. Corporations can even receive “credit” by providing the government with information about their competitors and clients. Industries that have been the subject of a high number of Department of Justice and Securities and Exchange Commission enforcement actions include energy, infrastructure, pharmaceuticals and medical devices, life sciences,4 telecommunications, and defense.

2) Self-Reporting

Mr. Breuer assured companies, “there is no doubt that a company that comes forward on its own will see a more favorable resolution than one that doesn’t.” He cited a recent example in which “cooperation” meant that company counsel conducted an investigation in 46 jurisdictions, hired an outside auditor, and held over 60 meetings and calls with the DOJ and SEC. The company ultimately received a deferred prosecution agreement.

Mr. Breuer’s message encouraging self-reporting is not itself reflective of a “new era” of enforcement. The Department, as reflected in Mr. Breuer’s speech, has traditionally encouraged companies to self-report violations. But, the decision whether to self-report is, as Mr. Breuer acknowledged, “a difficult one.” The analysis needs to take into consideration more than the cooperation credits available. The decision is necessarily informed by the specific facts and circumstances, and should be made only after consideration of all relevant factors, in consultation with expert counsel.

CONCLUSION

Mr. Breuer’s speech underscores the increasing momentum of FCPA enforcement activities, and the high priority DOJ is giving to FCPA enforcement. His suggestion that companies take a hard look at their FCPA compliance policies and controls is a good one, and we have been speaking to our clients about the importance of doing so.



Carl H. Loewenson, Jr. New York (212) 468-8128 [email protected]






4 For more information, please see our Client Alert from January 19, 2010, “Government FCPA Enforcement ‘Intensely Focused’ on Life Sciences Companies,” available at http://www.mofo.com/government-fcpa-enforcement-intensely-focused-on-life-sciences-companies-12-01-2009/.


mailto:[email protected]?subject=SEC%20Issues%20Proposed%20Dodd-Frank%20Whistleblower%20Rules

http://www.mofo.com/carl-loewenson/


http://www.mofo.com/randall-fons/


http://www.mofo.com/robert-salerno/


http://www.mofo.com/daniel-levison/


http://www.mofo.com/sherry-yin/


http://www.mofo.com/kevin-roberts/


http://www.mofo.com/government-fcpa-enforcement-intensely-focused-on-life-sciences-companies-12-01-2009/

11

TAB 9

Client Alert.


November 4, 2010

SEC Issues Proposed Dodd-Frank Whistleblower Rules By Paul Friedman, Boris Yankilovich and Justin Hoogs

Yesterday, the Securities and Exchange Commission released a 181-page set of Proposed Rules for the implementation of the new, robust whistleblower provisions enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).1 The provisions encourage whistleblowers to report violations of the securities laws to the SEC by offering bounties for information leading to successful enforcement actions.

The fact that the SEC acted unanimously and quickly in crafting this comprehensive proposal — well in advance of the April 2011 deadline to issue final regulations — suggests that it perceives the new whistleblower provisions as an important part of its enforcement toolkit. Recent blockbuster whistleblower payouts, including last month’s $96 million bounty awarded to a pharmaceutical company’s former employee under the False Claims Act,2 have reinforced concerns about the new whistleblower bounty provisions and their potential impact on the business community. The issuance of these Proposed Rules comes days after the SEC’s announcement that it has set aside a fund of $452 million for anticipated whistleblower claims.3

SYNOPSIS OF KEY PROVISIONS While the comment period, which runs through December 17, 2010, may lead to changes in the final implementation of the Rules, we have prepared a preview and synopsis of some of the key provisions in the Proposed Rules to help our clients prepare for the changes ahead:

• Who Is A “Whistleblower”?

o The Proposed Rules do not significantly limit Dodd-Frank’s broad definition of “whistleblower,” which includes any individual, or two or more individuals acting jointly, who provide(s) to the SEC “original” information relating to a violation of the securities laws.

o While officers, directors, employees, shareholders, business competitors, agents, consultants, distributors, vendors, contractors, service providers, or customers can generally serve as whistleblowers, the Proposed Rules clarify that certain employees or directors, such as those with established professional obligations that play “a critical role in achieving compliance with the federal securities laws,” would not qualify as whistleblowers.

1 The Proposed Rules (Release No. 34-63237; File No. S7-33-10) are available at http://www.sec.gov/rules/proposed/2010/34-63237.pdf. For a summary of Dodd-Frank’s whistleblower provisions, please see our Client Alert from July 21, 2010, available at http://www.mofo.com/files/Uploads/Images/100721SLEW.pdf. 2 See http://www.reuters.com/article/idUSTRE69S4LZ20101029; http://online.wsj.com/article/SB10001424052702303443904575578713255698500.html?mod=googlenews_wsj. 3 http://www.sec.gov/news/studies/2010/whistleblower_report_to_congress.pdf


http://www.mofo.com/boris-yankilovich/

http://www.mofo.com/justin-d-hoogs/

http://www.sec.gov/rules/proposed/2010/34-63237.pdf

http://www.mofo.com/files/Uploads/Images/100721SLEW.pdf

http://www.reuters.com/article/idUSTRE69S4LZ20101029

http://online.wsj.com/article/SB10001424052702303443904575578713255698500.html?mod=googlenews_wsj

http://www.sec.gov/news/studies/2010/whistleblower_report_to_congress.pdf

http://www.sec.gov/news/studies/2010/whistleblower_report_to_congress.pdf

Client Alert.


o The Proposed Rules explain that the whistleblower’s information need only relate to a “potential violation” of the securities laws, and that Dodd-Frank’s anti-retaliation protections do not depend on an ultimate determination about whether the reported potential violation constituted an actual violation of the securities laws.

• Who Is Not A Whistleblower?

o Dodd-Frank prohibits certain individuals from receiving bounties as whistleblowers, such as persons convicted of crimes related to the violation, persons who learned of the disclosed information by performing audits of financial statements as required by the securities laws, and persons who knowingly provide false, fictitious, or fraudulent information.

o The Proposed Rules further delineate who may receive bounties as whistleblowers by specifically excluding:

persons who provide information after the company has received any formal or informal request, inquiry, or demand from the SEC (unless the company fails to provide the documents or information to the requesting authority in a timely manner);

persons who provide information obtained through communications protected by the attorney-client privilege, or information obtained in connection with the legal representation of a client;

persons who provide information obtained in connection with an independent public accountant’s performance of an engagement required under the securities laws;

persons with legal, compliance, audit, supervisory, or governance responsibilities to whom information about potential misconduct was communicated with the reasonable expectation that they would take appropriate steps to respond to the alleged violation (unless the company does not disclose the information to the SEC in a timely manner or proceeds in bad faith);4

persons who provide information obtained from or through a company’s legal, compliance, audit, supervisory, or governance functions (unless the company does not disclose the information to the SEC in a timely manner or proceeds in bad faith);

persons who obtained the provided information in a manner that violates federal or state criminal law; and

persons who provide information that was obtained from those who would otherwise be excluded under any of the above limitations.

4 After Dodd-Frank’s enactment, many lawyers and compliance officers expressed concern that the prospect of large awards would reduce the effectiveness of existing compliance, legal, audit, and similar processes for investigating and responding to potential misconduct. By excluding compliance-focused employees from serving as whistleblowers, the Proposed Rules may dampen Dodd-Frank’s impact on companies’ internal compliance processes, audits, and investigations. By commenting that the SEC will consider higher percentage awards for those whistleblowers who first report violations through internal compliance programs, the Commission further encourages potential whistleblowers to turn first to companies’ own compliance vehicles before reporting to the government.

Client Alert. • Whistleblower Anonymity.

o Under the Proposed Rules, a whistleblower would be permitted to provide information anonymously, but only if he or she is represented by an attorney who is identified to the SEC at the time of the initial submission and who certifies that he or she has verified the whistleblower’s identity. The whistleblower, however, would have to disclose his or her identity before the SEC could pay out any award.

o The SEC will not reveal the whistleblower’s identity, or disclose other information reasonably expected to reveal his or her identity, except under limited circumstances — for example, when such disclosure is required to a defendant or respondent in a SEC-initiated federal court or administrative action.

o The SEC may share information with other domestic and foreign regulatory and law enforcement agencies, but domestic agencies are required to maintain the information as confidential, and foreign agencies must provide the SEC with appropriate assurances of confidentiality.

• No Impediments Against Whistleblower Communications With the SEC.

o The Proposed Rules prohibit any person from taking any action to impede a whistleblower from communicating directly with SEC staff about a potential violation. This prohibition includes attempting or threatening to enforce a confidentiality agreement against the whistleblower, unless the confidentiality agreement deals with information covered under exceptions for the attorney-client privilege or legal representation.

o Aiming to ensure unobstructed communication between the Commission and the whistleblower, the Proposed Rules authorize SEC staff to communicate directly with the whistleblower, without first seeking the consent of company counsel. This rule would apply even to communications with high ranking directors and officers, to whom company counsel’s representation ordinarily would attach to preclude direct contact by outside counsel.

• Gains From One’s Own Misconduct?

o The Proposed Rules do not categorically prohibit wrongdoers from being rewarded as whistleblowers. To prevent wrongdoers from financially benefiting from their own misconduct, however, the Proposed Rules restrict how much of a sanction the SEC may consider as the basis for the whistleblower’s bounty. Specifically, the Proposed Rules prohibit the SEC from counting any monetary sanctions imposed against the whistleblower or against an entity for liability based substantially on conduct directed, planned or initiated by the whistleblower.

o As a result of these limits on conduct that can be considered in establishing the qualifying sanction amount, culpable individuals have an incentive to blow the whistle on others who engage in the misconduct alongside the whistleblower, although the whistleblower likely will do so only if he or she believes that the conduct attributable exclusively to others will sustain a hefty monetary sanction. The SEC is soliciting comments on whether to expressly limit the category of whistleblowers to only those individuals who provide information about another person’s potential violations.


Client Alert.


• No Amnesty for Culpable Whistleblowers.

o In addition to precluding recovery from a whistleblower’s own misconduct, the Proposed Rules would clarify that whistleblowers who participated in the alleged wrongful conduct are not immune from prosecution or enforcement actions. Yet, under existing policy, the SEC retains discretion to determine whether, by how much, and in what manner to credit the whistleblower’s cooperation.

STEPS COMPANIES SHOULD CONSIDER TO MINIMIZE THE IMPACT OF THE NEW WHISTLEBLOWER LAW AND REGULATIONS Experience with other statutes, such as the False Claims Act, shows that whistleblowers are often employees who first raised concerns internally and felt that their concerns were not adequately addressed by their corporate employer.

To minimize the risks presented by the Dodd-Frank whistleblower provisions, companies should consider doing more to ensure that their compliance systems are robust and state-of-the-art, and to demonstrate prompt, sincere attention to employee concerns. Companies should review their compliance and ethics programs to ensure that these programs allow them to identify, investigate, and handle potential misconduct quickly and effectively. Companies also should reinforce to their managers the importance of taking concerns seriously and respectfully. Our clients should consider the following specific steps, among others:

• Re-emphasize Culture of Compliance: Company management should regularly communicate the importance of compliance, and ensure that employees receive periodic training on compliance issues. Companies might consider incentivizing internal reporting and ethical decision-making.

• Hotline: Companies should examine Hotline procedures to ensure that employee concerns are adequately addressed in a timely and effective manner that consistently conveys that concerns are being taken seriously.

• Renewed Management Training, Especially Senior Management: Companies should emphasize education and training of management on recognition of whistleblower complaints, procedures to respond to complaints, and non-retaliation policies.

• Regular Compliance Audits and Risk Assessments: Companies should examine Hotline reports and other sources in developing and updating their compliance programs. Regular compliance audits and risk assessments should be conducted to detect potential risks and offenses.



Carl H. Loewenson, Jr. New York (212) 468-8128 [email protected]






Daniel P. Westman Northern Virginia (703) 760-7795 [email protected]



http://www.mofo.com/carl-loewenson/


http://www.mofo.com/randall-fons/


http://www.mofo.com/robert-salerno/


http://www.mofo.com/daniel-levison/


http://www.mofo.com/sherry-yin/


http://www.mofo.com/kevin-roberts/


http://www.mofo.com/daniel-westman/


12

TAB 10

Paul Friedman specializes in defending class action litigation, particularly

securities, antitrust, and consumer cases, in courts across the country,

often in multidistrict litigation. He also specializes in conducting internal

investigations on behalf of Audit Committees and companies (some of which

are global in scope and focus on alleged price-fixing by cartels and Foreign

Corrupt Practices Act issues). He co-leads the firm's FCPA Task Force. He

frequently represents clients in SEC investigations.

In 28 years with Morrison & Foerster, he has represented companies

ranging from start-ups to some of the largest global companies, audit and

special committees, individual directors and officers, venture capital firms,

investment banks, and law firms in securities class actions and derivative

actions.

In addition to securities and antitrust litigation, Mr. Friedman has an active

practice in corporate and other complex commercial litigation. He is a

frequent speaker on topics relating to securities litigation, cross-border

litigation, the FCPA, and internal investigations.

Mr. Friedman was recognized in the 2010 and 2006 BTI Consulting Group's

Client Service All-Star survey for consistently delivering exceptional client

service. Mr. Friedman has also been listed in the 2007-2011 Best Lawyers

in America directories for Commercial Litigation, and is regularly recognized

as a Northern California “Super Lawyer.”

Mr. Friedman was the Chair of the Ninth Circuit Advisory Board, a group of

senior lawyers from throughout the Ninth Circuit appointed by the Chief

Judge during 2008-2009. He was the Chair of the 2003 Ninth Circuit Judicial

Conference and was also the Chair of the Lawyer Representatives

Coordinating Committee of the 2003 Ninth Circuit Judicial Conference. He

served as Program Chair of the 2002 Ninth Circuit Judicial Conference. Mr.

Friedman was the Chair of the Lawyer Representatives of the Ninth Circuit

Judicial Conference from the Northern District of California during 1998-

2000. In 2002, the bench and bar of the Northern District of California

honored him with the Public Service Award in recognition of his service to

the Court.

Mr. Friedman joined Morrison & Foerster in 1982 and became a partner in

1986. He has served as Deputy Chair (1987-1990) and Chair (1990-1993)

of the firm's Litigation Department. He is the Chair of The Morrison &

Foerster Foundation, a member of the firm's Executive Committee,

This is MoFo.This is MoFo.This is MoFo.This is MoFo.© 2010 Morrison & Foerster LLP | mofo.com

Attorney Bio.Paul T. Friedman

PARTNER

425 MARKET STREET

SAN FRANCISCO

CALIFORNIA 94105-2482

(415) 268-7444

[email protected]



Compensation Committee, and Board of Directors, and is a Vice President

of the Executive Committee of the Yale Law School Association.

Mr. Friedman was a member of Phi Beta Kappa at the University of

California, Berkeley. He was also awarded the University Medal, the highest

undergraduate honor at the University, presented to the most distinguished

student in the graduating class.

Representative Experience

In re Crocs, Inc. Securities Litigation; Wheeler v. Snyder et al.(D. Colo.) Represent Crocs, Inc. and certain of its current and former

officers and directors in shareholder class actions (claiming violations of

the Exchange Act) and derivative lawsuits filed in Colorado. In February

2009, won dismissal of all derivative claims, with prejudice, on first motion

to dismiss. No appeal was filed. Motions to dismiss the federal securities

class action claims have been fully briefed and are pending court ruling.

(Pending)

Asia-Pacific FCPA InvestigationRepresented a U.S.-based multinational Fortune 50 company in internal

investigation of alleged violations of the Foreign Corrupt Practices Act in

Asia-Pacific countries. Following the conclusion of our investigation and

self-reporting, neither the SEC nor the DOJ took any action against our

client. (2007)

Global Cartel InvestigationsRepresenting a U.S.-based multinational Fortune 50 company in global

cartel investigations and all related civil and criminal proceedings in

several countries, including class action litigation. (Ongoing)

Antitrust Multi-District LitigationWon dismissal with prejudice in 51 separate nationwide class actions,

which were combined into one MDL proceeding in the Northern District of

Georgia. Plaintiffs alleged that defendants conspired to set fuel

surcharge levels on "Less Than Truckload" shipments. On behalf of our

Fortune 50 client, we obtained a stay of discovery, and moved to dismiss

the complaint on the ground that plaintiffs had not alleged facts to

establish a conspiracy under the standards set forth by the Supreme

Court in Twombly v. Bell Atlantic. The court granted the motion to dismiss

and set a very high standard for any subsequent amendment. The

plaintiffs concluded that they could not meet that standard, and the case

was dismissed with prejudice. (2009)

ATTORNEY BIO.

Paul T. Friedman

PARTNER

SAN FRANCISCO

(415) 268-7444

[email protected]

2


Late-Payment Fees Class ActionWith hundreds of millions of dollars at stake, won dismissal with prejudice

of nationwide class action complaint on the first motion to dismiss in case

involving cutting edge preemption issues arising from the collection of

late payment fees that allegedly exceeded the amounts allowable under

state law. No appeal filed. (2009)

Stock Option InvestigationsConducted internal investigations regarding stock option issues on

behalf of several audit committees/special committees. (2005 - 2007)

Nationwide Antitrust Class Action for Fortune 50 CompanyWon motion to dismiss without leave to amend for Fortune 50 company

in nationwide antitrust class action, which alleged that client unlawfully

tied the sale of loss/damage protection to the sale of ground

transportation services. No appeal filed. (2008)

Billing Adjustment Class ActionWon dismissal with prejudice of putative nationwide class action for our

Fortune 50 client alleging unfair business practices for requiring

customers to seek billing adjustments for packages that they processed

for shipment but decided not to ship. No appeal filed. (2009)

BayStar Capital Management, LLC v. Core Pacific-Yamaichi International (H.K.) Limited(C.D. Cal.) Successfully defended China's largest investment bank,

China International Capital Corp. (Hong Kong) Ltd. ("CICC"), in a

securities fraud action alleging $100 million in damages. After two years

of hard-fought litigation, the case was dismissed, with prejudice, with no

payment from our client. (2007)

In re Excess Value Insurance Coverage Litigation2004 WL 1724980 (S.D.N.Y. MDL-1139). Lead defense counsel in 26

state and federal class actions alleging contract, tort, deceptive trade

practices, RICO and antitrust claims challenging collection of insurance

premiums in connection with shipments. Successfully implemented a

strategy of removing all state cases to federal court and obtained

consolidation of the cases in Multidistrict Litigation proceedings. After

motions to dismiss disposed of most claims, the cases settled on

favorable terms. (2008)

Fulfillment Services, Inc. v. UPS528 F.3d 614 (Ninth Circuit Court of Appeals). Won dismissal, with

ATTORNEY BIO.

Paul T. Friedman

PARTNER

SAN FRANCISCO

(415) 268-7444

[email protected]

3


prejudice, for UPS in nationwide class action related to compliance with

tariff requirements of the Interstate Commerce Act and transportation

fees paid by a large class of shippers over a five-year period. Won

affirmance of judgment by Ninth Circuit. (2008)

EIJ v. UPS233 Fed. Appx. 600 (9th Cir. 2007). Won affirmance of summary

judgment in favor of UPS on fraud, contract, bad faith, and other claims

arising from lost shipment. (2007)

Primary Practices

Professional Recognition

Securities Litigation, Enforcement + White-Collar Defense

Antitrust + Competition Law

Litigation

Paul Friedman is recommended as a leading lawyer by Best Lawyers In America 2011 and Super Lawyers 2009. He is also recognized in the BTI Consulting Group's Client Service All-Star Team 2010 for consistently delivering superior client service.

Education

University of California, Berkeley (A.B., 1976)

Yale Law School (J.D., 1980)

Bar Admissions

California

Clerkships

Hon. Harry Pregerson, U.S. Court of Appeals, Ninth Circuit

Publications

Perspectives on FCPA Issues Faced By Every Global Company | January 2011 | Multimedia

2010: Another Record-Breaking Year for FCPA Enforcement, Confirming "New Era" | 1/12/2011 | Client Alert

Alcatel-Lucent Settles “Unprecedented” $137 Million FCPA Case | 1/3/2011 | Client Alert

FCPA: DOJ May Be Listening, But It Is Not Changing Its Approach | 12/2/2010 | Client Alert

DOJ Proclaims “New Era” of FCPA Enforcement | 11/19/2010 | Client Alert

ATTORNEY BIO.

Paul T. Friedman

PARTNER

SAN FRANCISCO

(415) 268-7444

[email protected]

4

http://www.mofo.com/Securities-Litigation-Enforcement--White-Collar-Defense-Services

http://www.mofo.com/Antitrust--Competition-Law-Services

http://www.mofo.com/Litigation-Services

http://www.mofo.com/FCPA-Issues

http://www.mofo.com/FCPA-Issues

http://www.mofo.com/files/Uploads/Images/110112-FCPA-Enforcement.pdf


http://www.mofo.com/files/Uploads/Images/110103-Alcatel-Lucent-Settles-FCPA.pdf

http://www.mofo.com/files/Uploads/Images/110103-Alcatel-Lucent-Settles-FCPA.pdf

http://www.mofo.com/files/Uploads/Images/101202-FCPA-DOJ.pdf

http://www.mofo.com/files/Uploads/Images/101202-FCPA-DOJ.pdf



Speaking Engagements

SEC Issues Proposed Dodd-Frank Whistleblower Rules | 11/4/2010 | Client Alert

FCPA Backgrounder: What You Need to Know About the Foreign Corrupt Practices Act (“FCPA”) | 9/20/2010 | Client Alert

FCPA: Understanding Risks and Mitigating Your Exposure | 02/02/2011-02/02/2011

MCLE Workshops: Offering Credits in Detection/Prevention of Substance Abuse; Elimination of Bias; and Current Topics in Legal Ethics | San Francisco Presentation | 01/13/2011-01/13/2011

MCLE Workshops: Offering Credits in Detection/Prevention of Substance Abuse; Elimination of Bias; and Current Topics in Legal Ethics | Palo Alto Presentation | 01/13/2011-01/13/2011

The "New" SEC - What Does It Mean to You? (San Francisco Presentation) | 11/19/2009-11/19/2009

The Global Anti-Corruption Regulatory Climate--Protecting You and Your Company | 9/17/2008

The Global Anti-Corruption Regulatory Climate: Protecting You and Your Company | 9/17/2008

The Globalization of Liability: Managing Multinational Solutions - AIG Companies Seminar | 4/8/2008

"The Perfect Payday: Current Regulatory and Legal Issues Surrounding Stock Option Backdating Investigations." | 4/30/2007

Stock Options Back-Dating Investigations: What Does it Mean for You and Your Company? (Palo Alto Presentation) | 6/13/2006

Stock Options Back-Dating Investigations: What Does it Mean for You and Your Company? (San Francisco Presentation | 6/8/2006

ATTORNEY BIO.

Paul T. Friedman

PARTNER

SAN FRANCISCO

(415) 268-7444

[email protected]

5

http://www.mofo.com//files//Uploads/Images/101104-Dodd-Frank-Whistleblower.pdf

http://www.mofo.com//files//Uploads/Images/101104-Dodd-Frank-Whistleblower.pdf

http://www.mofo.com//files//Uploads/Images/100920-FCPA.pdf



http://www.mofo.com/FCPA-Webcast-2-2-11

http://www.mofo.com/mcle-workshops-SF-1-13-11



http://www.mofo.com/MCLE-Workshops-PA-1-13-11



http://www.mofo.com/The-New-SEC---What-Does-It-Mean-to-You-San-Francisco-Presentation

http://www.mofo.com/The-New-SEC---What-Does-It-Mean-to-You-San-Francisco-Presentation

http://www.mofo.com/resources/events/xpqEventDetail.aspx?xpST=EventDetail&event=3080


http://www.mofo.com/The-Global-Anti-Corruption-Regulatory-Climate-Protecting-You-and-Your-Company

http://www.mofo.com/The-Global-Anti-Corruption-Regulatory-Climate-Protecting-You-and-Your-Company

http://www.mofo.com/The-Globalization-of-Liability-Managing-Multinational-Solutions----AIG-Companies-Seminar-04-08-2008

http://www.mofo.com/The-Globalization-of-Liability-Managing-Multinational-Solutions----AIG-Companies-Seminar-04-08-2008








Randall Fons serves as Co-Chair of the firm's Securities Litigation,

Enforcement, and White-Collar Defense Group. His practice focuses on

representing corporations, officers, and directors faced with SEC and other

enforcement matters. Prior to joining Morrison & Foerster in 2006, Mr. Fons

spent 18 years with the SEC in trial and directorship posts around the U.S.,

where he directed investigations and litigation of matters concerning market

manipulation, insider trading, FCPA, financial reporting, auditors, broker-

dealers, and investment advisors.

Since joining Morrison & Foerster, Mr. Fons has assisted numerous boards

of directors and their audit committees in conducting internal investigations,

often advising clients on remedial measures responsive to the securities

issues investigated. He has also represented numerous officers and

directors of public companies caught up in SEC and DOJ investigations,

auditors in SEC and PCAOB investigations, and regulated entities and

individuals appearing before the SEC, FINRA, and other self-regulatory

organizations. Mr. Fons also represents investment advisors, including

advisors to hedge funds, in SEC proceedings.

From 2000 to 2006, Mr. Fons served as the Regional Director of the SEC’s

Central Regional Offices. The Central Region, composed of three offices

located in Denver, Ft. Worth, and Salt Lake City, focused on both

enforcement and regulatory oversight programs across an 11-state area.

Before his tenure with the Central Regional Office, Mr. Fons was Regional

Director for the SEC’s Southeast Region from 1998 to 2000, where he

managed the work of the Miami and Atlanta offices. Mr. Fons began his

impressive career with the Commission in 1988 as a staff attorney in the

SEC’s Chicago office and rose to head that office’s enforcement program.

Mr. Fons has been awarded the SEC's Distinguished Service Award, the

Commission's highest recognition, and the Capital Markets Award. He is

listed in Best Lawyers in America for his expertise in Securities Law and is

highly recommended by Legal 500 for issues pertaining to the SEC. In 2008,

he was the recipient of a Burton Award for Legal Achievement for an article

he co-authored regarding securities enforcement.

Mr. Fons received his law degree from the University of Colorado School of

Law, where he was a contributor to the University of Colorado Law Review.

He is a member of the Colorado and Illinois bars.


Attorney Bio.Randall J. Fons

PARTNER

5200 REPUBLIC PLAZA

370 SEVENTEENTH STREET

DENVER

COLORADO 80202-5638

(303) 592-2257

[email protected]




SEC InvestigationRepresented audit committee of large shipping company in its internal

investigation concerning violations of Regulation FD. After report to SEC,

SEC declined to bring an action against company based on its internal

investigation, cooperation and remedial measures.

SEC InvestigationRepresented special committee of a multi-national book retailer in its

internal investigation concerning stock option backdating. SEC took no

further action after our report of findings and recommendations for

remedial steps for company.

SEC InvestigationRepresented former Vice President of Finance of a public company

under investigation by the SEC for financial reporting and internal control

issues. After Wells submission and meetings, SEC dropped the matter as

to our client.

SEC InvestigationRepresented audit committee of an international catalog retailer in its

internal investigation of revenue recognition issues. After report to the

SEC, SEC declined to bring any enforcement action.

PCAOB InvestigationRepresented audit firm and its principals in PCAOB investigation and

investigations by varioius states concerning audit of international public

company. Successfully negotiated a favorable settlement on behalf of

audit firm and its principals.

SEC InvestigationRepresented former CEO of large apparel manufacturer in SEC

investigation concerning insider trading. SEC closed matter without

action after investigation.

SEC InvestigationRepresented employee of a large international public company under

investigation for violation of the FCPA. After testimony, the SEC took no

action against the employee.

SEC v. R. Brooke Dunn, et al.(D. Nevada) Represent former officer of public gaming company in

enforcement action alleging insider trading based on non-public material

ATTORNEY BIO.

Randall J. Fons

PARTNER

DENVER

(303) 592-2257

[email protected]

2


information concerning company's financial performance.

SEC InvestigationRepresent hedge fund advisor in an examination and investigation

conducted by the SEC.

SEC InvestigationRepresented six former directors of large multi-national public company

in complex SEC investigation concerning related party transactions and

executive compensation disclosure.

In re UnitedHealth Group, Inc. Securities Litigation(D. Minn.) Successfully defended the former chair of the compensation

committee of the board of directors of UnitedHealth Group Inc. in

government investigations and civil actions relating to allegations of

option backdating, resulting in avoidance of action by the government

and settlements favorable to our client in the civil actions.

DOJ Investigation(DOJ Antitrust Division) Represent former trader at large brokerage firm

in extensive DOJ investigation of conspiracy and manipulation in

municipal securities market. No action taken against client after interview

by DOJ.

SEC and Multi-State InvestigationRepresented company operating a national person-to-person lending

platform in investigations conducted by the SEC and dozens of states.

Successfully negotiated a settlement of all actions on favorable terms for

company, allowing it to register its securities and continue operations.

Primary Practices

Professional RecognitionRandall Fons is recommended as a leading lawyer by Legal 500 US 2009 and Best Lawyers In America 2011. In 2008, he was the recipient of a Burton Award for Legal Achievement for an article he co-authored regarding securities enforcement.

Education

University of Wisconsin (B.B.A., 1984)


Litigation

Investment Management

ATTORNEY BIO.

Randall J. Fons

PARTNER

DENVER

(303) 592-2257

[email protected]

3



http://www.mofo.com/investment-management


University of Colorado School of Law (J.D., 1987)

Bar Admissions

Illinois

Colorado

Clerkships

Hon. William R. Moser, Wisconsin State Court of Appeals (1987-1988)

Publications


The SEC Speaks Louder and Tougher in 2010 | 2/8/2010 | Client Alert

Government FCPA Enforcement “Intensely Focused” on Life Sciences Companies | Andrews Medical Devices Litigation Reporter | 1/19/2010 | Article

SEC Announces Enforcement “Game-Changers” | 1/14/2010 | Client Alert

Corporate Cooperation: Cooperation in a Government Investigation | Bloomberg Corporate Law Journal | Winter 2009 | Article

Enforcement To Be Top Priority at Schapiro's SEC | 2/9/2009 | Client Alert

Protecting Privileges During Government Investigations | INSIGHTS: The Corporate & Securities Law Advisor, Aspen Publishers, Vol. 22, No. 12 | 12/1/2008 | Article

Potential Exposure Under the FCPA | Law360 | August 2008 | Article

I Heard It Through the Grapevine | 7/18/2008 | Client Alert

Securities Regulators Take the Initiative in Protecting Older Investors | The Review of Securities & Commodities Regulation, Vol. 41, No. 9 | 5/7/2008 | Article

SEC and FINRA Examination Priorities in 2008 | 4/23/2008 | Client Alert

SEC Enforcement Trends in Insider Trading | ABA Securities Litigation Journal, Vol. 18, No. 3 | Spring 2008 | Article

The Attorney-Client Privilege and Work Product Doctrine in Government Investigations | Randall J. Fons and Brian N. Hoffman, Insights, vol. 21, no. 6. Republished with permission of INSIGHTS © 2007 Aspen Publishers, Inc. All rights reserved. | 6/7/2007 | Article

The SEC Takes a New Look at the Foreign Corrupt Practices Act and Foreign Parties | Corporate Board Member Magazine, August 2006. | 8/1/2006 | Article

ATTORNEY BIO.

Randall J. Fons

PARTNER

DENVER

(303) 592-2257

[email protected]

4




http://www.mofo.com/The-SEC-Speaks-Louder-and-Tougher-in-2010-02-08-2010

http://www.mofo.com/Government-FCPA-Enforcement-Intensely-Focused-on-Life-Sciences-Companies-12-01-2009

http://www.mofo.com/Government-FCPA-Enforcement-Intensely-Focused-on-Life-Sciences-Companies-12-01-2009

http://www.mofo.com/SEC-Announces-Enforcement-Game-Changers-01-14-2010

http://www.mofo.com/pubs/xpqPublicationDetail.aspx?xpST=PubDetail&pub=8029

http://www.mofo.com/files/Publication/5eb0a3dc-563f-43e8-9b18-aec0a5d74071/Presentation/PublicationAttachment/be640e82-288d-4b15-853d-b3f1e2d3a1a6/200812Insights_Privileges.pdf

http://www.mofo.com/I-Heard-It-Through-the-Grapevine-07-18-2008

http://www.mofo.com/files/Publication/f7e74bf5-fb05-4ca2-96e9-8088348e96d3/Presentation/PublicationAttachment/26ece89b-c9e1-496c-a432-8414626dc7a9/Securities%20RegulatorsRSCRMay08.pdf

http://www.mofo.com/files/Publication/f7e74bf5-fb05-4ca2-96e9-8088348e96d3/Presentation/PublicationAttachment/26ece89b-c9e1-496c-a432-8414626dc7a9/Securities%20RegulatorsRSCRMay08.pdf

http://www.mofo.com/SEC-and-FINRA-Examination-Priorities-in-2008-04-23-2008

http://www.mofo.com/files/Publication/65662b21-a933-4dab-9ac5-02a82e97cc18/Presentation/PublicationAttachment/1011dc88-3f8e-4b72-9835-06b78f23bd5c/ABA_April2008_Enforcement_Trends.pdf

http://www.mofo.com/files/Publication/2d806cbd-154e-4c3b-8fe4-874b380e1951/Presentation/PublicationAttachment/d83156f0-c6d3-488e-a227-8f8cb87f9ebf/AttorneyClientInsightsJune2007.pdf

http://www.mofo.com/files/Publication/2d806cbd-154e-4c3b-8fe4-874b380e1951/Presentation/PublicationAttachment/d83156f0-c6d3-488e-a227-8f8cb87f9ebf/AttorneyClientInsightsJune2007.pdf



Tenth Circuit Addresses Selective Waiver of Attorney-Client Privilege and Work Product Protection when Documents Are Produced to the DOJ and SEC Pursuant to a Confidentiality Agreement | 6/28/2006 | Client Alert

SEC Brings its First Ever Enforcement Action Under the USA PATRIOT Act Against Crowell, Weedon & Co. | 5/25/2006 | Client Alert

Morgan Stanley Pays $15 Million to Settle SEC Civil Injunctive Action Alleging That It Failed to Timely Produce Documents During Two SEC Investigations | 5/22/2006 | Client Alert

Encouraging Internal Reporting of Wrongdoing in the New Era of SEC Whistleblower Rewards | 12/01/2010-12/01/2010

Association of Corporate Counsel Webcast: A New Era in SEC Enforcement | 11/18/2010-11/18/2010

42nd Annual Rocky Mountain Securities Conference | What are Respondents and Their Counsel to Do? Best Defense Practices in a Challenging Enforcement Environment | 05/07/2010-05/07/2010

The SEC and the IRO - What Every IRO Needs to Know About the SEC | The Rocky Mountain Chapter of the National Investor Relations Institute (NIRI) | 4/13/2010

Insider Trading: 2010 Update (Virginia Presentation) | 3/18/2010

Insider Trading: 2010 Update (New York Presentation) | 3/16/2010

The “New” SEC - What Does It Mean to You? (New York Presentation)| 11/19/2009-11/19/2009

Fallout from the Credit Crisis: Steps Every Company Should Take to Protect Itself and Its Officers and Directors (New York Presentation)| 11/20/2008

PLI - Coping with Broker/Dealer Regulation and Enforcement 2008 | 10/29/2008

Fallout from the Credit Crisis: Steps Every Company Should Take to Protect Itself and Its Officers and Directors-Palo Alto | 10/28/2008

A Primer on Subprime | 5/9/2008

Securities Law and Enforcement Update | 10/25/2007

ATTORNEY BIO.

Randall J. Fons

PARTNER

DENVER

(303) 592-2257

[email protected]

5









http://www.mofo.com/Encouraging-Internal-Reporting-of-Wrongdoing-in-the-New-Era-of-SEC-Whistleblower-Rewards-12-01-2010

http://www.mofo.com/Encouraging-Internal-Reporting-of-Wrongdoing-in-the-New-Era-of-SEC-Whistleblower-Rewards-12-01-2010

http://www.mofo.com/Association-of-Corporate-Counsel-Webcast-A-New-Era-in-SEC-Enforcement-11-18-2010

http://www.mofo.com/Association-of-Corporate-Counsel-Webcast-A-New-Era-in-SEC-Enforcement-11-18-2010

http://www.mofo.com/42nd-Annual-Rocky-Mountain-Securities-Conference-05-07-2010

http://www.mofo.com/The-SEC-and-the-IRO---What-Every-IRO-Needs-to-Know-About-the-SEC

http://www.mofo.com/The-SEC-and-the-IRO---What-Every-IRO-Needs-to-Know-About-the-SEC

http://www.mofo.com/Insider-Trading-2010-Update

http://www.mofo.com/Insider-Trading-2010-Update-in-New-York-NY-on-March-16-2010

http://www.mofo.com/The-New-SEC---What-Does-It-Mean-to-You-New-York-Presentation

http://www.mofo.com/Fallout-from-the-Credit-Crisis-Steps-Every-Company-Should-Take-to-Protect-Itself-and-Its-Officers-and-Directors-New-York-Presentation-11-20-2008


http://www.mofo.com/PLI---Coping-with-Broker47Dealer-Regulation-and-Enforcement-2008-10-29-2008

http://www.mofo.com/PLI---Coping-with-Broker47Dealer-Regulation-and-Enforcement-2008-10-29-2008






Daniel Levison focuses on commercial litigation and arbitration, with

particular emphasis on the resolution of multi-jurisdictional disputes,

including assisting clients who are involved in matters before Japanese

courts and arbitration tribunals.

Mr. Levison also specializes in conducting internal investigations and

compliance reviews in Japan, China and other locations across the Asia

Pacific region, and works closely with the firm's U.S. and European offices

on global investigations. Clients rely on Mr. Levison for these highly

sensitive matters, which have included antitrust, fraud and corruption, export

control, and regulatory and product safety investigations. Mr. Levison is a

member of the firm’s FCPA Task Force, and in addition to investigations,

has assisted clients with developing, reviewing, and implementing anti-

corruption policies, procedures and training materials, as well as providing

in-person training.

Mr. Levison also advises on privacy and data protection issues, and has

assisted clients with Japanese privacy matters since the Japanese privacy

legislation was first developed, integrating local advice with global privacy

and data protection strategies. Mr. Levison also advises on regulatory

matters and investigations relating to privacy and data protection.

Mr. Levison has counseled clients in a range of matters involving contract

disputes, business torts, antitrust, product liability, intellectual property, and

other issues, and has developed particular expertise regarding cross-border

electronic discovery matters. Mr. Levison has represented clients in a

variety of industries, including electronics and manufacturing, software,

chemicals, pharmaceutical and healthcare, sports and entertainment,

transportation, real estate, hospitality, insurance, and banking and financial

services, among others.

Mr. Levison is qualified as Gaikokuho-Jimui-Bengoshi in Japan and is a

member of the Daini Tokyo Bar Association. In 2006, he was an Adjunct

Professor of Law at Temple University, Japan Campus, where he taught

International Dispute Resolution.

Primary Practices

Litigation | Japan

Commercial Litigation


Attorney Bio.Daniel P. Levison

PARTNER

SHIN-MARUNOUCHI BUILDING,

29TH FLOOR

5-1, MARUNOUCHI 1-CHOME

CHIYODA-KU, TOKYO 100-6529

81 3 3214 6522

[email protected]

http://www.mofo.com/Litigation-124-Japan-Services

http://www.mofo.com/Commercial-Litigation-Services



Education

Cornell University (A.B., 1993)

London School of Economics (M.Sc., 1994)

University of Pennsylvania Law School (J.D., 1997)

Bar Admissions

Pennsylvania

New Jersey

New York

Japan (Gaikokuho-Jimu-Bengoshi)

Clerkships

Hon. Eduardo C. Robreno, U.S. District Court, E.D. Pennsylvania (1997-1998)

Publications


Product Liability


The Attorney-Client Privilege: What Every In-House Lawyer Should Know | 2/1/2009 | Article

Japan: Personal Information Privacy Update | 5/21/2008 | Client Alert

Personal Information Protection Update | 12/1/2007 | Article

U.S. Product Recalls- | Legal and Practical Lessons from Recent Recall Crises | 04/14/2010-04/14/2010

Foreign Corruption Issues for Global Companies Operating in Japan | 10/29/2009-10/29/2009

The Attorney-Client Privilege: What Every In-House Lawyer Should Know | 2/1/2009

Successful Strategies for Establishing and Maintaining Strong China Operations | 5/31/2007

Product Liability and Consumer Litigation in the United States 2006 Seminar: What You Can Do to Prevent, Manage and Mitigate Risk | 2/28/2006

ATTORNEY BIO.

Daniel P. Levison

PARTNER

CHIYODA-KU, TOKYO 100-6529

81 3 3214 6522

[email protected]

2

http://www.mofo.com/Product-Liability-Services




http://www.mofo.com/Japan-Personal-Information-Privacy-Update-05-21-2008

http://www.mofo.com/US-Product-Recalls--04-14-2010

http://www.mofo.com/Foreign-Corruption-Issues-for-Global-Companies-Operating-in-Japan-10-29-2009

http://www.mofo.com/Foreign-Corruption-Issues-for-Global-Companies-Operating-in-Japan-10-29-2009

http://www.mofo.com/The-Attorney-Client-Privilege-What-Every-In-House-Lawyer-Should-Know-02-01-2009

http://www.mofo.com/The-Attorney-Client-Privilege-What-Every-In-House-Lawyer-Should-Know-02-01-2009

http://www.mofo.com/Successful-Strategies-for-Establishing-and-Maintaining-Strong-China-Operations-05-31-2007

http://www.mofo.com/Successful-Strategies-for-Establishing-and-Maintaining-Strong-China-Operations-05-31-2007





Chip Loewenson is Co-Chair of the firm's Securities Litigation, Enforcement,

and White-Collar Defense Group. His practice focuses primarily on white-

collar defense, including regulatory matters. His cases have included

alleged insider trading, market manipulation, and other securities fraud

issues, foreign corrupt practices, government contract fraud, FDA reporting,

trade secrets, customs violations, tax evasion, money laundering, price-

fixing, health care fraud, false claims against the government, obstruction of

justice, and attorney discipline. He has also handled significant civil

litigation, including cases involving civil RICO, securities fraud, and trade

secrets.

The United States District Court for the Southern District of New York has

appointed Mr. Loewenson as receiver in three separate SEC enforcement

actions, including SEC v. Credit Bancorp, Ltd., in which he led a ten-year

effort resulting in the recovery of most of the $200 million that customers

lost in a Ponzi scheme. The SEC also appointed him Independent

Consultant in an enforcement action against the notorious securities boiler

room, Stratton Oakmont.

Mr. Loewenson is a member of the American Bar Association and its

Criminal Justice Section. He is a member of the Association of the Bar of the

City of New York and has been a member of its Committee on Federal

Courts and Committee on Professional Discipline. He is also a member of

the New York Council of Defense Lawyers and the Federal Bar Council.

From 2001-2007, he was a member of the New York State Ethics

Commission, a body charged with interpreting and enforcing New York

State's ethics in government statutes.

Prior to joining Morrison & Foerster in 1990, Mr. Loewenson served as an

Assistant United States Attorney in the Southern District of New York for five

years. For most of his time there, he served on the Securities and

Commodities Fraud Task Force, where he prosecuted cases involving

insider trading, stock manipulation, other securities fraud offenses, and tax

evasion. As an Assistant U.S. Attorney, Mr. Loewenson was successful in 15

out of 16 verdicts in the cases he tried. In April 1991, he received the

Director's Award for Superior Performance from the Director of the

Executive Office for United States Attorneys.

Mr. Loewenson taught trial practice as an Adjunct Assistant Professor of

Law at New York University School of Law (1988 to 1992), at the Practising


Attorney Bio.Carl H.Loewenson

PARTNER

1290 AVENUE OF THE AMERICAS

NEW YORK

NEW YORK 10104-0050

(212) 468-8128

[email protected]



Law Institute in New York City (1991-1994), and at the Trial Advocacy

Program of the Manhattan District Attorney's Office (1989-1994).

At Yale Law School, Mr. Loewenson was a Note Editor of the Yale Law

Journal, and at Princeton, he was the Editorial Chairman of the Daily

Princetonian. Mr. Loewenson was a Fulbright Scholar and was a visiting

scholar at the Stockholm International Peace Research Institute in

Stockholm, Sweden.

After serving as a law clerk at the U.S. Court of Appeals for the First Circuit,

he served for a year on the National Legal Staff of the American Civil

Liberties Union in New York City as the Karpatkin Fellow.


Multi-Faceted Investigation of University GrantsAdvised major U.S. research University in criminal and civil investigation

of alleged false claims relating to federal research grants and contracts.

(2009)

Interpool Audit CommitteeRepresented the Audit Committee of Interpool, Inc., a NYSE-listed

company and one of the world's leading lessors of shipping containers

and chassis, in an internal investigation arising from an accounting

restatement. (2003)

Representing former Mortgage Executive in DOJ and SEC investigations(E.D.N.Y. and parallel SEC and USAO investigations) Representing the

former Chief Financial Officer of one of the largest national mortgage

originators, now bankrupt, in DOJ and SEC investigations and related

shareholder litigation arising from the credit crisis. (Ongoing)

SEC v Credit Bancorp.(S.D.N.Y.) As court-appointed receiver since 2000, successfully led an

effort to identify and recover $200 million that had been lost in a Ponzi

scheme. (Ongoing)

SEC and DOJ InvestigationsRepresent the former CEO of a large national bank in SEC and DOJ

investigations relating to disclosures of losses in the bank's mortgage

portfolio. (Ongoing)

Accounting FraudRepresented an auditor at an international accounting firm in an SEC

ATTORNEY BIO.

Carl H. Loewenson

PARTNER

NEW YORK

(212) 468-8128

[email protected]

2


investigation involving allegations of securities fraud and improper

professional conduct arising out of the audit of a public company at

which numerous members of top management were criminally convicted

of engaging in a massive, collusive accounting fraud. After a Wells

process, the SEC staff terminated the investigation without commencing

an action against the client. (2008)

FINRA InvestigationRepresented a senior executive of a large bank in an investigation by

the Financial Institutions Regulatory Authority ("FINRA") into allegations

of political corruption. Following written submission, no charges were

brought. (2008)

Cross-Border Banking InvestigationRepresented multiple employees of a multinational bank in investigations

by the U.S. Attorney’s Office, state criminal prosecutors, SEC, CFTC,

U.S. banking regulators and foreign regulators regarding an alleged

scheme to overvalue a commodities derivative trading portfolio.

Following multiple interviews with law enforcement and regulatory

agencies, no charges were brought against clients. (2008)

Anti-Money Laundering Internal InvestigationConducted an internal investigation on behalf of the Audit Committee of

the Supervisory Board of ABN AMRO Bank N.V. regarding anti-money

laundering policies and practices at the bank's US dollar clearing unit.

United States ex rel. Smith v. Yale New Haven Hosp., 415 F. Supp. 2d 58(D. Conn.). Obtained a favorable settlement for Yale University in a qui

tam action brought under the False Claims Act. (2006)

In re UnitedHealth Group, Inc. Securities Litigation(D. Minn.) Represented the former chair of the compensation committee

of the board of directors of UnitedHealth Group Inc. in government

investigations and civil actions relating to allegations of stock options

backdating, resulting in avoidance of action by the government and

settlements favorable to our client in the civil actions. (2008)

Primary Practices


Financial Services Litigation

Trials

ATTORNEY BIO.

Carl H. Loewenson

PARTNER

NEW YORK

(212) 468-8128

[email protected]

3


http://www.mofo.com/Financial-Services-Litigation-Services

http://www.mofo.com/Trials-Services


Professional RecognitionCarl Loewenson is recommended as a leading lawyer by Chambers USA 2010, Legal 500 US 2010, Best Lawyers In America 2011, Benchmark Litigation 2010 and Super Lawyers 2009.

Education

Princeton University (B.A., 1979)

Yale Law School (J.D., 1983)

Bar Admissions

New York

Clerkships

Hon. Frank M. Coffin, U.S. Court of Appeals, First Circuit (1983-1984)

Publications


Recovering Lost Assets in Ponzi Schemes: An Immediate Look at the Legal, Governmental, and Economic Ramifications of the Bernard Madoff Scandal | 1/1/2009 | Article

Court-Appointed Receivers for Ponzi Schemes | New York Law Journal | 12/30/2008 | Article

Ethics of Internal Investigations | Internal Investigations 2008: Legal, Ethical & Strategic Issues, Practicing Law Institution Corporate Law and Practice Course Handbook Series, Number B-1679, June 2008 | 6/12/2008 | Article

New York's New False Claims Act | 4/23/2007 | Article

Civil RICO and Proximate Cause | 4/25/2006 | Article

Collaborating with Accountants: Relationship Between Lawyers and Accountants Can Be Critical to the Success of Independent Investigations | 3/29/2004 | Article

Parallel Proceedings | 3/1/2004 | Article

Taking the Fifth During SEC Probe: Client's Assertion of Rights Should Be Irrelevant in Later Civil Enforcement | 7/16/2001 | Article

DOJ Guidelines Offer Strategy Clues | 4/24/2000 | Article

The Decision to Indict | 10/1/1997 | Article

High Court Reins in Prosecution | 3/24/1997 | Article

Civil Settlements and Criminal Trials | 9/19/1996 | Article

ATTORNEY BIO.

Carl H. Loewenson

PARTNER

NEW YORK

(212) 468-8128

[email protected]

4




http://www.mofo.com/files/Publication/ae29ccef-57c9-4768-ab7e-e0b80a6ace26/Presentation/PublicationAttachment/f3c2e0e6-9afd-4701-bb80-e9653db40c56/20081230NYLJ_Ponzi.pdf

http://www.mofo.com/files/Publication/055a0d6e-c9b7-4230-b2a2-d9dad9daae94/Presentation/PublicationAttachment/34bd7647-30d8-4d3f-8e8c-db99dfee280e/Loewenson_Ethics_of_Internal_Investigation.pdf

http://www.mofo.com/files/Publication/4f1969d9-b561-4e22-8b0e-3eb57d36eace/Presentation/PublicationAttachment/bf055a06-7829-4134-9fe3-4100edf9b10f/NYLJ070423.pdf

http://www.mofo.com/files/Publication/07c337eb-3f19-440e-844d-81dc03998877/Presentation/PublicationAttachment/1c6787e4-0d68-4248-9481-fab2f16ed84f/Loewenson060425NYLJ.pdf

http://www.mofo.com/files/Publication/4157b92c-04c2-4496-b97e-7d259311457e/Presentation/PublicationAttachment/61d0011b-022f-412b-8cc2-05dc742b17da/040329NLJ.pdf



http://www.mofo.com/files/Publication/b72e0c65-297f-455f-a9bb-6e0b63eb28c2/Presentation/PublicationAttachment/bd3bc6f0-6563-4f4b-a3f2-0c18189b5d98/04PLIDO.pdf

http://www.mofo.com/files/Publication/8fd26bfe-5000-465f-8f2c-502c2d88cb62/Presentation/PublicationAttachment/2ea8685d-5b2d-413e-a002-4685faaabc80/LoewensonTaking5th.pdf

http://www.mofo.com/files/Publication/8fd26bfe-5000-465f-8f2c-502c2d88cb62/Presentation/PublicationAttachment/2ea8685d-5b2d-413e-a002-4685faaabc80/LoewensonTaking5th.pdf

http://www.mofo.com/files/Publication/1046d179-79ec-421e-ad6f-57fc0d835647/Presentation/PublicationAttachment/75a10dbf-4d75-4116-a634-41b7a6044424/LoewensonDOJGuidelines.pdf

http://www.mofo.com/files/Publication/41f84ef1-3396-4d4c-a995-93760881c37b/Presentation/PublicationAttachment/6211a62c-f84f-4fab-88aa-efc387e1996f/TheDecisiontoIndict.pdf

http://www.mofo.com/files/Publication/60c27361-8f53-409d-8bee-2239db0a3f95/Presentation/PublicationAttachment/04293ad7-12ee-4a93-afdd-a01e40309293/LoewensonHighCourt.pdf

http://www.mofo.com/files/Publication/1c95e855-27a8-4720-9e9c-8903046aef7b/Presentation/PublicationAttachment/5226211f-eaa1-400f-8419-9149c08538a5/LoewensonCivilSettlements.pdf



Second Circuit's Broad View of Manipulation | 3/28/1996 | Article

Room for Flexibility in Sentencing Corporations | 1/16/1995 | Article

Trimming the Hearsay Exception for Statements Against Interest | 7/28/1994 | Article

An Overview of the Federal Sentencing Guidelines for Organizations | 11/1/1993 | Article

Expert Testimony Concerning Eyewitness Identification | 10/19/1993 | Article

Criminal Trade Secrets Prosecutions | 4/1/1993 | Article

Banks as Innocent Owner in Forfeiture Cases | 3/17/1993 | Article

Congress Toughens Criminal Copyright Law | 11/13/1992 | Article

The Innocent Owner Defense to Civil Forfeiture under Federal Narcotics Law | Originally published in White-Collar Crime Reporter, September 1992, pages 1-11. All rights reserved | 9/1/1992 | Article

Plea Bargaining in Securities Cases | 8/1/1991 | Article

The Constitutional Significance of the Discriminatory Effects of At-Large Elections | 1/1/1982 | Article

FCPA: Understanding Risks and Mitigating Your Exposure | 02/02/2011-02/02/2011

Insider Trading: 2010 Update (New York Presentation) | 3/16/2010

Fallout from the Credit Crisis: Steps Every Company Should Take to Protect Itself and Its Officers and Directors (New York Presentation)| 11/20/2008

Doing Business in China and the FCPA: How to Protect Yourself and Your Company | 10/14/2008

PLI, Internal Investigations 2008: Legal, Ethical & Strategic Issues | 6/10/2008

Stock Options Back-Dating Investigations: What Does it Mean for You and Your Company? (New York Presentation) | 6/22/2006

Stock Options Back-Dating Investigations: What Does it Mean for You and Your Company? (Northern Virginia Presentation) | 6/20/2006

The Legal and Strategic Guide to E-Discovery: Managing Your Legal Obligations From Document Creation to Discovery | 3/28/2006-3/29/2006

ATTORNEY BIO.

Carl H. Loewenson

PARTNER

NEW YORK

(212) 468-8128

[email protected]

5

http://www.mofo.com/files/Publication/d20cebfa-f841-42eb-a280-81c98a58b457/Presentation/PublicationAttachment/d30a97a8-636c-4a54-9175-841a17ecae27/Loewenson2ndCircuit.pdf

http://www.mofo.com/files/Publication/48c3e6f2-7eed-4230-8efd-2beac870e169/Presentation/PublicationAttachment/4bd939d4-803e-4a64-a0bd-77e13f26e388/LoewensonRoomFlex.pdf

http://www.mofo.com/files/Publication/5d01158e-d320-4a69-b116-32e2dce10f04/Presentation/PublicationAttachment/d3589aed-f38c-4856-bc9c-7556c0df5d7e/LoewensonTrimming.pdf

http://www.mofo.com/files/Publication/5d01158e-d320-4a69-b116-32e2dce10f04/Presentation/PublicationAttachment/d3589aed-f38c-4856-bc9c-7556c0df5d7e/LoewensonTrimming.pdf

http://www.mofo.com/files/Publication/ff810134-c324-46bc-b3f3-974e5042190b/Presentation/PublicationAttachment/e6b4fbaa-824e-4a2e-b500-d8fd2e52a4f9/OverviewGuidelinesforOrganizations.pdf

http://www.mofo.com/files/Publication/ff810134-c324-46bc-b3f3-974e5042190b/Presentation/PublicationAttachment/e6b4fbaa-824e-4a2e-b500-d8fd2e52a4f9/OverviewGuidelinesforOrganizations.pdf

http://www.mofo.com/files/Publication/3fbba903-4ee3-4ebe-8dd4-3a1690caa54c/Presentation/PublicationAttachment/34ebd36e-3a3f-4800-8a8b-605ed224e353/LoewensonExpertTestimony.pdf

http://www.mofo.com/files/Publication/3fbba903-4ee3-4ebe-8dd4-3a1690caa54c/Presentation/PublicationAttachment/34ebd36e-3a3f-4800-8a8b-605ed224e353/LoewensonExpertTestimony.pdf

http://www.mofo.com/files/Publication/cd6c6f14-e43c-44c2-8aea-5bd98f874f27/Presentation/PublicationAttachment/8c14bd84-f1c0-44ba-91a1-3d3838a5d2c9/9304CLR.pdf

http://www.mofo.com/files/Publication/64993c50-b06d-40ef-a143-40fc84dbd70e/Presentation/PublicationAttachment/2d655c3e-1c21-4535-932a-58f20136150c/LoewensonBankInnocent.pdf

http://www.mofo.com/files/Publication/66a0e5b0-5b19-4eb3-a5a8-42f5d30948ec/Presentation/PublicationAttachment/17f4857e-3f1f-41df-8d82-4d23f0c3fc80/LoewensonCongress.pdf

http://www.mofo.com/files/Publication/36152ba8-d852-4f95-ac66-613d41081edd/Presentation/PublicationAttachment/5800fbe2-5501-4f6a-bd4d-2aace83ce44f/9209WCCR.pdf

http://www.mofo.com/files/Publication/36152ba8-d852-4f95-ac66-613d41081edd/Presentation/PublicationAttachment/5800fbe2-5501-4f6a-bd4d-2aace83ce44f/9209WCCR.pdf

http://www.mofo.com/files/Publication/34612f9d-fd14-4f87-affa-6c4725173355/Presentation/PublicationAttachment/ace905f3-25e2-4797-af8f-16c6d1eeb5cf/9108RSCR.pdf

http://www.mofo.com/files/Publication/2d985199-bec4-4767-a92e-a6a29dfb74e1/Presentation/PublicationAttachment/276b0215-11cd-4bc8-aa01-ce56142c1c22/LoewensonYLJ1982.pdf

http://www.mofo.com/files/Publication/2d985199-bec4-4767-a92e-a6a29dfb74e1/Presentation/PublicationAttachment/276b0215-11cd-4bc8-aa01-ce56142c1c22/LoewensonYLJ1982.pdf

http://www.mofo.com/FCPA-Webcast-2-2-11

http://www.mofo.com/Insider-Trading-2010-Update-in-New-York-NY-on-March-16-2010



http://www.mofo.com/Doing-Business-in-China-and-the-FCPA-How-to-Protect-Yourself-and-Your-Company-10-14-2008

http://www.mofo.com/Doing-Business-in-China-and-the-FCPA-How-to-Protect-Yourself-and-Your-Company-10-14-2008





http://www.mofo.com/Stock-Options-Back-Dating-Investigations-What-Does-it-Mean-for-You-and-Your-Company-Northern-Virginia-Presentation-06-20-2006


http://www.mofo.com/The-Legal--Strategic-Guide-to-E-Discovery-Managing-Your-Legal-Obligations-From-Document-Creation-to-Discovery-03-27-2006

http://www.mofo.com/The-Legal--Strategic-Guide-to-E-Discovery-Managing-Your-Legal-Obligations-From-Document-Creation-to-Discovery-03-27-2006


Kevin Roberts specializes in regulatory compliance, corporate investigations

and fraud. He advises corporations and individuals in money laundering

compliance and investigations, regulatory compliance, tax investigations,

fraud, including the investigations and enforcement actions by the UK's

Financial Services Authority. As part of his international practice, he also

advises on mutual assistance requests and extradition.

Mr. Roberts is a frequent speaker on money laundering, confiscation, and

asset recovery, and is a contributing author to the leading text, Smith, Owen

and Bodnar on Asset Recovery (Oxford University Press).

Mr. Roberts is a Higher Court Advocate. Mr. Roberts is Corporate Counsel

Liaison Officer for the IBA's Business Crime Committee and Treasurer of the

European Criminal Bar Association.

He was noted in the UK Legal 500 for representing a pharmaceutical

executive in the largest price-fixing case ever brought against British

companies by the government's Serious Fraud Office.

Primary Practices

Professional RecognitionKevin Roberts is recommended as a leading white-collar criminal lawyer by Legal 500 UK 2010 and Euromoney's Expert Guides 2010.

Education

Bristol University (B.A., 1990)

College of Law, Chester (L.P.C., 1992)

Bar Admissions

England & Wales

Publications

Litigation


Litigation + Dispute Resolution | Europe

Ministry of Justice Publishes Consultation Paper on the UK Bribery Act 2010 | 9/30/2010 | Client Alert

FCPA Backgrounder: What You Need to Know About the Foreign Corrupt Practices Act


Attorney Bio.Kevin Roberts

PARTNER

CITYPOINT

ONE ROPEMAKER STREET

LONDON EC2Y 9AW

020 7920 4160

[email protected]



http://www.mofo.com/Litigation--Dispute-Resolution-124-Europe-Services

http://www.mofo.com/files/Uploads/Images/100930-UK-Bribery-Act-2010.pdf

http://www.mofo.com/files/Uploads/Images/100930-UK-Bribery-Act-2010.pdf





(“FCPA”) | 9/20/2010 | Client Alert

The long arm of the regulators | 5/13/2010 | Article

UK Court of Appeal Clarifies FSA’s Statutory Power to Assist Overseas Regulators in Requests for Documents | 4/21/2010 | Client Alert

International Asset Tracing in Insolvency | 12/24/2009 | Book

Cigarette Cartel, Pharma Pricing- Recent UK Antitrust Rulings | 7/18/2008 | Client Alert

ATTORNEY BIO.

Kevin Roberts

PARTNER

LONDON EC2Y 9AW

020 7920 4160

[email protected]

2


http://www.accountancyage.com/accountancyage/comment/2262934/long-arm-regulators

http://www.mofo.com/files/Uploads/Images/100420FSA.pdf

http://www.mofo.com/files/Uploads/Images/100420FSA.pdf

http://www.mofo.com/International-Asset-Tracing-in-Insolvency-01-01-2010




Robert Salerno is an experienced litigator who focuses his practice on white-

collar criminal and complex commercial litigation. He regularly represents

corporations and individuals in investigations conducted by the Department

of Justice, U.S. Attorney's Offices, inspectors general, and other federal

enforcement agencies, as well as in the parallel civil and administrative

proceedings that often accompany white-collar criminal matters.

He frequently handles matters involving the False Claims Act, the Foreign

Corrupt Practices Act, healthcare fraud, government procurement issues,

and indemnification disputes arising out of the mergers and acquisitions of

companies involved in criminal investigations. He has litigated a wide variety

of commercial disputes in federal and state courts, both in the Washington,

D.C. area and throughout the country. He has also represented law firms

and lawyers in professional malpractice suits and disciplinary proceedings.

Mr. Salerno has been an instructor of trial and appellate advocacy skills at

programs sponsored by the National Institute of Trial Advocacy, Georgetown

University Law Center, and George Mason University School of Law. He is a

member of the American Bar Association's Litigation and Criminal Justice

Sections.

Mr. Salerno is admitted to practice in the United States Courts of Appeals for

the Third Circuit, the Fourth Circuit, the Ninth Circuit, and the District of

Columbia Circuit and the United States District Courts for the District of

Columbia, the Eastern District of Virginia, and the Western District of

Virginia.


False Claims Act LitigationRepresent companies in criminal investigations, civil False Claims Act

litigation and related administrative proceedings, including

pharmaceutical companies regarding Medicaid reimbursement, Anti-

Kickback Act and other health care fraud issues, government contractors

in connection with a variety of compliance issues, and a

telecommunications company in connection with the FCC’s E-Rate

Program.

Ahan v. GrammasWon defense judgment at trial for a national law firm in $226 million legal

malpractice lawsuit in Maryland court.


Attorney Bio.Robert A. Salerno

PARTNER

2000 PENNSYLVANIA AVENUE, NW

SUITE 6000

WASHINGTON

DISTRICT OF COLUMBIA

20006-1888

(202) 887-6930

[email protected]



FCPA InvestigationsRepresented oil services industry executives in connection with DOJ and

SEC investigations of alleged Foreign Corrupt Practices Act violations in

Venezuela and Nigeria.

United States v. HigginsRepresent the president of a global biotech company in criminal

proceedings relating to alleged "off-label" promotion of medical device in

the Eastern District of Pennsylvania.

Government Contracts LitigationRepresented bidders in protests of contract awards at the Government

Accountability Office and in actions for injunctive relief at the Court of

Federal Claims.

Federal Election Campaign Act InvestigationsRepresented chief of staff to a U.S. Senator, an international

businessman and a lobbyist in Department of Justice investigations

regarding compliance with the Federal Election Campaign Act and

related criminal statutes.

Ispat Inland v. KemperWon judgment for a large steel manufacturer in insurance coverage

litigation in the Southern District of New York.

Attorney Disciplinary ProceedingsRepresented a partner at an international law firm in connection with

District of Columbia Bar disciplinary proceedings from administrative trial

through the D.C. Court of Appeals.

Horn v. HuddleDefense of former intelligence officer in civil litigation involving the state

secrets privilege in U.S. District Court for the District of Columbia.

Idaho v. HoriuchiRepresented federal law enforcement agent in civil and criminal actions

arising out of the armed confrontation at Ruby Ridge, Idaho.

Primary Practices


Commercial Litigation

ATTORNEY BIO.

Robert A. Salerno

PARTNER

WASHINGTON

(202) 887-6930

[email protected]

2


http://www.mofo.com/Commercial-Litigation-Services


Education

Brown University (B.A., 1983)

University of Virginia School of Law (J.D., 1990)

Bar Admissions

Virginia

District of Columbia

Publications


Government Contracts Litigation


New Whistleblower Provisions Likely to Increase FCPA Enforcement | 7/21/2010 | Client Alert

Fighting Off-Label Qui Tam Suits: Have Federal Courts Encouraged Filing of Speculative FCA Claims? | Legal Backgrounder, Vol. 25 No. 14, Washington Legal Foundation | 4/23/2010 | Article

Department of Justice Issues Memoranda Addressing Discovery Obligations of Prosecutors in Criminal Cases | 1/5/2010 | Client Alert

New Mandatory Disclosure and Compliance Requirements Will Impact All Government Contractors | 11/19/2008 | Client Alert

Securities Litigation, Enforcement, and White-Collar Criminal Defense Newsletter, Summer 2008 | 7/11/2008 | Client Alert

Proposal Would Make Business Ethics Rules Mandatory for Companies | 12/20/2007 | Client Alert

DOJ's Renewed Focus on Procurement Fraud: What It Means for You | 1/18/2007 | Client Alert

Washington Legal Foundation Webcast: Communicating on Off-Label Treatments-Navigating the Treacherous Path Paved by Civil and Criminal Law Enforcement | 10/14/2009

Dealing with Uncle Sam: Government Contracts Enforcement Update (San Diego Presentation) | 10/11/2006

Dealing with Uncle Sam: Government Contracts Enforcement Update (Palo Alto Presentation) | 10/10/2006

Dealing with Uncle Sam: Government Contracts Enforcement Update (Los Angeles Presentation) | 10/1/2006

Stock Options Back-Dating Investigations: What Does it Mean for You

ATTORNEY BIO.

Robert A. Salerno

PARTNER

WASHINGTON

(202) 887-6930

[email protected]

3

http://www.mofo.com/Government-Contracts-Litigation-Services






http://www.mofo.com/files/Uploads/Images/2010_4_26_FightingOffLabel_LegalBackgrounder.pdf

http://www.mofo.com/files/Uploads/Images/2010_4_26_FightingOffLabel_LegalBackgrounder.pdf

http://www.mofo.com/Department-of-Justice-Issues-Memoranda-Addressing-Discovery-Obligations-of-Prosecutors-in-Criminal-Cases-01-05-2010

http://www.mofo.com/Department-of-Justice-Issues-Memoranda-Addressing-Discovery-Obligations-of-Prosecutors-in-Criminal-Cases-01-05-2010



http://www.mofo.com/Securities-Litigation-Enforcement-and-White-Collar-Criminal-Defense-Newsletter-Summer-2008-07-11-2008

http://www.mofo.com/Securities-Litigation-Enforcement-and-White-Collar-Criminal-Defense-Newsletter-Summer-2008-07-11-2008





http://www.mofo.com/Washington-Legal-Foundation-Webcast-Communicating-on-Off-Label-Treatments-Navigating-the-Treacherous-Path-Paved-by-Civil-and-Criminal-Law-Enforcement-10-14-2009











and Your Company? (Northern Virginia Presentation) | 6/20/2006

ATTORNEY BIO.

Robert A. Salerno

PARTNER

WASHINGTON

(202) 887-6930

[email protected]

4



Sherry Xiaowei Yin is a partner in the Beijing office who specializes in

corporate structuring, mergers and acquisitions, RMB fund formation,

private equity, and securities matters. She has advised both multinational

and Chinese clients involved in a range of industries, such as

telecommunications, energy, retail, and logistics.

Prior to joining Morrison & Foerster, Ms. Yin was a partner at a leading

international firm in Beijing and worked on a number of award-winning

transactions, including representing Sinopec Beijing Yanhua Petrochemical

Company Limited in its US$500 million privatization by China Petroleum &

Chemical Corporation. International Financial Law Review wrote that the

transaction “stood out for the level of legal complexity and innovation” and

“pioneered a new way for PRC companies to privatize overseas listed

companies.” Ms. Yin also led the team that advised the underwriters in an

IPO for Shandong Chenming Paper Holding Limited, the first Chinese

company with three categories of shares issued ― A, B, and H shares. This unprecedented transaction won the 2008 “Deal of the Year” award from

China Law & Practice, in association with IFLR1000.

Ms. Yin received her LL.B. and LL.M. degrees from China University of

Political Science and Law in 1984 and 1987, respectively. She attended the

postgraduate studies program at the Université de Paris II ― Panthéon-

Assas and attended an advanced U.S. law program sponsored by the

Fulbright Foundation.

Ms. Yin is qualified to practice in the People’s Republic of China. She is a

native Mandarin speaker and fluent in English.

Primary Practices

Professional RecognitionSherry Yin is recommended as a leading lawyer by Legal 500 Asia-Pacific 2010-2011 and IFLR1000 2011.

Education

China University of Politics and Law (LL.B., 1984)

China University of Politics and Law (LL.M., 1987)

Mergers + Acquisitions | China

Capital Markets | China

Corporate


Attorney Bio.Sherry XiaoweiYin

PARTNER

22ND FLOOR, TOWER 3, CHINA

CENTRAL PLACE

NO. 77, JIANGUO ROAD

CHAOYANG DISTRICT, BEIJING

100025

86 10 5909 3566

[email protected]

http://www.mofo.com/Mergers--Acquisitions-124-China-Services

http://www.mofo.com/Capital-Markets-124-China-Services

http://www.mofo.com/Corporate-Services



Bar Admissions

China

Publications



China Outbound Portfolio Investment: Fleshing Out Regulations For QDII Securities Institutions & Insurers | 9/1/2007 | Article

China Outbound Investment: Banks' Scope Broadened, Trusts Added | 6/1/2007 | Article

Transcript Cleavage by RNA Polymerase II Arrested by a Cyclobutane Pyrimidine Dimer in the DNA Template | 1/1/1994 | Article

M&A Risk Management Workshop | Issues and Solutions on Warranty and Indemnity | 01/20/2011-01/20/2011

Morrison & Foerster IP Roundtable - Global Intellectual Property Strategy | 12/17/2010-12/17/2010

Going Public Seminar - What You Need to Know When Planning Your U.S./Hong Kong IPO | 10/25/2010-10/25/2010

9th Annual Anti-Trust Summit | Renmin University | 07/17/2010-07/17/2010

China Private Equity & Venture Forum | Asian Venture Capital Journal | 05/25/2010-05/25/2010

BioCapital China Summit 2009 | 11/7/2009

CVCA Annual General Meeting & Private Equity Summit 2009 | 10/27/2009

New Energy Finance: Food for Thought Seminar | New Energy Finance: Food for Thought Seminar | 10/20/2009-10/20/2009

China M&A Toolkit - What You Need to Know About Outbound Mergers & Acquisitions in the Current Economic Climate (Beijing Presentation)| 5/25/2009

China M&A Toolkit - What You Need to Know About Outbound Mergers & Acquisitions in the Current Economic Climate (Shanghai Presentation)| 5/20/2009

AVCJ Private Equity & Venture Forum in China | 5/20/2009

China M&A Toolkit - What You Need to Know About Outbound Mergers & Acquisitions in the Current Economic Climate (Hong Kong Presentation)| 5/18/2009

ATTORNEY BIO.

Sherry Xiaowei Yin

PARTNER

CHAOYANG DISTRICT, BEIJING 100025

86 10 5909 3566

[email protected]

2








http://www.mofo.com/MA-Risk-Management-Workshop-01-20-2011

http://www.mofo.com/Morrison--Foerster-IP-Roundtable---Global-Intellectual-Property-Strategy-12-17-2010

http://www.mofo.com/Morrison--Foerster-IP-Roundtable---Global-Intellectual-Property-Strategy-12-17-2010

http://www.mofo.com/Going-Public-Seminar---What-You-Need-to-Know-When-Planning-Your-USHong-Kong-IPO-10-25-2010

http://www.mofo.com/Going-Public-Seminar---What-You-Need-to-Know-When-Planning-Your-USHong-Kong-IPO-10-25-2010

http://www.mofo.com/9th-Annual-Anti-Trust-Summit-07-17-2010

http://www.mofo.com/China-Private-Equity--Venture-Forum-05-25-2010

http://www.mofo.com/BioCapital-China-Summit-2009-11-07-2009

http://www.mofo.com/CVCA-Annual-General-Meeting--Private-Equity-Summit-2009-10-27-2009

http://www.mofo.com/CVCA-Annual-General-Meeting--Private-Equity-Summit-2009-10-27-2009

http://www.mofo.com/New-Energy-Finance-Food-for-Thought-Seminar-10-20-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Beijing-Presentation-05-25-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Beijing-Presentation-05-25-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Shanghai-Presentation-05-20-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Shanghai-Presentation-05-20-2009

http://www.mofo.com/AVCJ-Private-Equity--Venture-Forum-in-China-05-20-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Hong-Kong-Presentation-05-18-2009

http://www.mofo.com/China-MA-Toolkit---What-You-Need-to-Know-About-Outbound-Mergers--Acquisitions-in-the-Current-Economic-Climate-Hong-Kong-Presentation-05-18-2009


14

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