FCPA in M&A Transactions: Investigations, Post-Acquisition Diligence and Integration

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


Tuesday, October 3, 2017 (in 11 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will provide guidance to counsel on FCPA investigations triggered by M&A transactions. The panel will examine post-acquisition due diligence and address remedying red flags and potential FCPA violations that are discovered.

Description

Pre-acquisition due diligence is essential for companies involved in M&A deals. When acquiring and investing in companies, counsel must evaluate and mitigate the risk of FCPA violations. Companies must also conduct diligence after acquiring a target as M&A transactions can trigger FCPA investigations.

The acquirer of a company with FCPA violations may find itself deemed an FCPA violator. In June 2017, the DOJ issued an $11.2 million declination against Linde, noting the “Department’s investigation found that from approximately Nov. 2006 to Dec. 2009, Linde, through Spectra Gases Inc., a New Jersey company Linde acquired in Oct. 2006, made corrupt payments to high-level officials… . ”

Even if the target company’s FCPA violations were before the acquisition and were unknown to the acquiring company, the acquiring company may still be liable. Counsel must address potential FCPA violations discovered in an M&A transaction, investigate and follow up with corrective action.

Listen as our authoritative panel examines FCPA investigations within M&A transactions. The panel will also discuss post-acquisition FCPA due diligence, offer best practices for addressing red flags or violations discovered in due diligence, and outline approaches to remedy such situations.

Outline

  1. Post-closing FCPA due diligence
    1. Factors to consider during due diligence
    2. Scoping and conducting post-closing diligence
  2. FCPA investigations
  3. Remedies and best practices for FCPA compliance

Benefits

The panel will review these and other key issues:

  • What are the key considerations for counsel conducting FCPA investigations in the context of an M&A?
  • What tactics can companies employ to address FCPA risk posed by M&A targets post-acquisition?
  • What steps should counsel take when red flags or FCPA violations are discovered in the diligence process or during an investigation?

Faculty

Sharie A. Brown, Partner
Troutman Sanders, Washington, D.C.

Ms. Brown represents international corporations and conducts internal investigations, audits and transactional due diligence worldwide in the areas of the FCPA, including the Dodd-Frank whistleblower program, the UK Bribery Act, OFAC compliance and international trade controls, corporate ethics and compliance, the Economic Espionage Act, and USA Patriot Act anti-money laundering. Her compliance reviews, M&A due diligence and internal investigations have involved several industries throughout the world. Ms. Brown regularly represents U.S. and non-U.S. clients in complex matters involving the U.S. DOJ, the U.S. Department of Treasury, and the SEC, among others.

Palmina M. Fava, Partner
Paul Hastings, New York

Ms. Fava conducts internal investigations with respect to the FCPA, international anti-corruption and anti-bribery restrictions, fraud, kickbacks, accounting irregularities, and misappropriation of trade secrets. She regularly represents companies in such matters before the DOJ, other federal and state agencies, and international regulatory bodies. Ms. Fava also designs and implements corporate compliance programs; conducts proactive reviews of clients’ high-risk areas; structures commercial arrangements to protect against compliance risks; and handles due diligence of agents, JV partners, and targets in M&As, or other investment transactions.

Erin G.H. Sloane, Partner
Wilmer Cutler Pickering Hale and Dorr, New York

Ms. Sloane focuses on government and internal investigations and white collar criminal matters, with a concentration on FCPA and international anti-corruption issues. She has had many victories in complex and high-profile investigations involving financial and accounting fraud, and FCPA violations, representing both institutions and individuals in government investigations and prosecutions. She counsels clients on FCPA issues in numerous business contexts, including the development of effective compliance programs and corruption-related considerations in mergers, joint ventures and acquisitions.


Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

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