Drafting Foreign Corrupt Practices Act Compliance Provisions in Cross-Border Distribution Agreements

Contracting and Due Diligence Strategies to Mitigate FCPA/Anti-Corruption Exposure in International Distribution Relationships

A live 90-minute CLE webinar with interactive Q&A


Wednesday, September 20, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017


This CLE webinar will provide guidance to business counsel for drafting Foreign Corrupt Practices Act (FCPA) compliance provisions in cross-border distribution agreements. The panel will discuss best practices for mitigating anti-corruption risk exposure in international distribution relationships, including due diligence considerations, specific FCPA compliance language to include in distribution agreements, and auditing for distributor FCPA compliance.

Description

Mitigating the risk of FCPA noncompliance is a key concern for U.S. businesses entering distribution agreements with companies located outside the U.S. Thorough FCPA due diligence, carefully crafted FCPA compliance provisions in cross-border distribution agreements, and ongoing audits of distributor conduct can aid businesses in protecting against steep fines and potential imprisonment for culpable individuals.

During FCPA due diligence, counsel should evaluate the foreign distributor’s past and present compliance with the FCPA and local anti-bribery laws, the adequacy of its internal controls, and its payment history.

The panel will discuss issues such as the inclusion of language requiring the foreign distributor to comply with all of the FCPA’s requirements and the U.S. company’s FCPA compliance program, initiation of periodic FCPA compliance audits, and certification that the distributor is in compliance with the FCPA. Inclusion of indemnification provisions, including for costs of FCPA investigations, in distribution agreements also will be discussed.

Listen as our authoritative panel discusses proactive steps counsel should take when entering, drafting and monitoring cross-border distribution agreements to mitigate the risk of FCPA noncompliance.

Outline

  1. Conducting FCPA due diligence of foreign distributors
  2. Drafting FCPA compliance language in cross-border distribution agreements
  3. Monitoring distribution agreements for FCPA compliance

Benefits

The panel will review these and other key issues:

  • Due diligence best practices and red flags when selecting a foreign distributor
  • FCPA compliance language for cross-border distribution agreements
  • Best practices for monitoring distribution relationships for ongoing FCPA compliance

Faculty

Michael E. Burke, Partner
Arnall Golden Gregory, Washington, D.C.

Mr. Burke possesses vast experience with cross-border transactions in more than 50 international jurisdictions. He advises on business formation issues; structuring and execution of M&As; raising venture capital; building and operation of joint ventures and strategic alliances; creating distribution and reseller networks; licensing IP; and establishing quality and pharmacovigilance agreements. Mr. Burke also counsels clients on compliance with the FCPA, U.S. export controls and economic sanctions programs, and U.S. antiboycott regulations. He Co-Chairs the ABA-United Nations Development Programme International Legal Resource Center and is past Chair of the ABA Section of International Law.

Jay Holtmeier, Partner
Wilmer Cutler Pickering Hale and Dorr, New York

Mr. Holtmeier co-leads the firm's FCPA and Anti-Corruption Group and is a member of the Dodd-Frank Whistleblower Working Group. He represents institutions and individuals in complex government and internal investigations and matters of corporate governance and compliance with particular expertise in matters involving the FCPA. He regularly counsels clients facing difficult FCPA issues in a variety of business contexts, and he has assisted clients in numerous industries in developing and implementing FCPA compliance programs. He devotes substantial attention to advising clients on FCPA problems that arise in the context of mergers and acquisitions, joint ventures and other corporate transactions.

Jennifer S. Huber, Esq., Partner
Fluet Huber + Hoang, Woodbridge, Va.

Ms. Huber is widely-recognized as an elite international trade and business transactions attorney, and routinely counsels corporate clients in all aspects of cross-border transactions.Her practice also includes counseling in international compliance support, including ITAR, EAR, OFAC, FCPA, FOCI mitigation, and the review of transactions requiring approval by CFIUS. She has particular experience negotiating and closing complex international transactions involving numerous parties, complex regulatory requirements, corporate formation overseas, and the interplay of foreign and domestic law in emerging economies.  


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