Foreign Corrupt Practices Act Reform: A Path Toward Practical - PDF document

Foreign Corrupt Practices Act Reform: A Path Toward Practical Compliance December 6, 2011 Squire, Sanders & Dempsey 1200 19 th Street, NW Suite 300 Washington, DC 20036 +1.202.626.6600 Beijing • Berlin • Birmingham • Bratislava • Brussels • Budapest • Cincinnati Cleveland • Columbus • Frankfurt • Hong Kong • Houston • Kyiv • Leeds London • Los Angeles • Madrid • Manchester • Miami • Moscow New York • Northern Virginia • Palo Alto • Paris • Perth • Phoenix Prague • Rio de Janeiro • San Francisco • Santo Domingo • Shanghai Tampa • Tokyo • Warsaw • Washington DC • West Palm Beach Independent Network Firms: Beirut • Bogotá • Bucharest • Buenos Aires Caracas • La Paz • Lima • Panamá • Riyadh • Santiago www.ssd.com

T A B L E O F C O N T E N T S Agenda.................................................................................................................. page 3 Transparency International Report – 2011 Report Excerpts ................................ page 4 Anticorruption and Foreign Corrupt Practices Act ................................................ page 8 Squire Sanders Public Advocacy LLC ................................................................ page 16 Worldwide Office Locations ................................................................................ page 21

Foreign Corrupt Practices Act Reform: A Path Toward Practical Compliance December 6, 2011 The Squire Sanders’ Anticorruption Blog provides a unique perspective on Agenda anticorruption law. By gathering insights and observations about anticorruption compliance from on-the-ground 7:30 – 8 a.m. Registration and Breakfast practitioners around the world, The Anticorruption Blog offers a forum for 8 – 8:30 a.m. Welcome and Introduction to Workshop discussion on developments such as George N. Grammas, Squire Sanders arrests, investigations, settlements, trials and penalties; new anticorruption laws; tricky local customs; and comments and 8:30 – 9:30 a.m. Key Highlights and Discussion of Legislation guidance from local governmental Congressman Robert C. "Bobby" Scott (VA-03) agencies and politicians. For more Ranking Member of the House Judiciary, Crime Subcommittee information visit the blog at: www.anticorruptionblog.com 9:30 – 11 a.m. Workshop Session Led by Squire Sanders FCPA practitioners: George N. Grammas, Rebekah J. Poston and Ritchie T. Thomas Moderator: Brian P. Woolfolk, Squire Sanders Potential Topics for Discussion: - Adding a compliance defense - Limiting a company’s liability for the prior actions of a company it has acquired - Defining a “foreign official” under the statute - Limiting a company’s liability for acts of a subsidiary - Adding a “willfulness” requirement for corporate criminal liability 11 a.m. – 11:45 p.m. Has DOJ Enforcement Gone Too Far? Rebekah J. Poston, Squire Sanders 11:45 a.m. – 1 p.m. Wrap-Up Session and Lunch Moderators: Brian P. Woolfolk, Squire Sanders, and a representative from the Law Offices of John T. O'Rourke and Associates - Reports from the Workshops - Discussion of formation of coalition for FCPA reform

Transparency International Report 2011 Report Excerpts Rebekah J. Poston Squire, Sanders & Dempsey (US) LLP +1.305.577.7022 rebekah.poston@ssd.com Transparency International Report 2011 Report Excerpts • On November 1, 2011, Transparency International (“TI”) released its 2011 Bribe Payers Index (“BPI”), which ranks the countries whose companies are most likely to engage in bribery when doing business abroad. • The BPI includes two measurements: – the likelihood that companies based in 28 countries engage in bribery when doing business in other countries (the “Country Rankings”); and – the likelihood of such bribery occurring in particular business sectors (the “Sectoral Rankings”). • TI published its well-known Corruption Perception Index (“CPI”), which ranks countries by their perceived level of government corruption, as well as other tools meant to measure corruption, transparency and governance in countries around the globe. 2

Transparency International Report 2011 Report Excerpts • The Country Rankings aspect of the BPI ranks “28 of the world’s largest economies according to the likelihood of firms from these countries to bribe when doing business abroad.” • The countries with lowest BPIs on the list, and thus whose companies are perceived to be most likely to pay bribes when doing business abroad, and their corresponding BPIs are as follows: 28. Russia (6.1) 27. China (6.5) 26. Mexico (7.0) 25. Indonesia (7.1) 23. United Arab Emirates (7.3) (tie) 23. Argentina (7.3) (tie) 3 Transparency International Report 2011 Report Excerpts • The countries with the five highest scores, showing that the respondents perceived companies based in those countries to be the least likely to pay bribes when transacting business abroad, are as follows: 1. Netherlands (8.8) (tie) 1. Switzerland (8.8) (tie) 3. Belgium (8.7) 4. Germany (8.6) (tie) 4. Japan (8.6.) (tie) • United States companies ranked as the tenth least likely to pay bribes when doing business abroad with a BPI of 8.1. 4

Transparency International Report 2011 Report Excerpts • Some of the United States’ most important trading partners not included in the top or bottom five (above) ranked as follows: 6. Canada (8.5) 8. United Kingdom (8.3.) 11. France (8.0) 13. South Korea (7.9) 19. Taiwan (7.5) 5 Transparency International Report 2011 Report Excerpts • The Sectoral Rankings measure the likelihood of companies to bribe when doing business abroad in 19 particular business sectors. Of those sectors, the Sectoral Rankings found that bribery was most likely to occur in the following sectors: 19. Public works contracts and construction (5.3) 17. Utilities (6.1) (tie) 17. Real estate, property, legal and business services (6.1) (tie) 16. Oil and gas (6.2) 15. Mining (6.3) 6

Transparency International Report 2011 Report Excerpts • The Sectoral Rankings also evaluated how often the following three different types of bribery occurred in each sector: • Bribery of low-ranking public officials (e.g. to speed up administrative processes of facilitate the granting of licenses) (“Petty Public Corruption”); • Improper contributions to high-ranking public officials and politicians to achieve influence (“Grand Public Corruption”); and • Bribery between private companies (“Private Corruption”). 7 Transparency International Report 2011 Report Excerpts • The survey found that Grand Public Corruption was the most common of the three types of bribery surveyed, leading the pack in 17 of the 19 sectors examined. • Petty Public Corruption was found to be almost as common as Grand Public Corruption across the 19 sectors. • Private Corruption was found to be almost as high as both forms of public corruption. MIA_4272915v1 8

Anticorruption Compliance & Foreign Corrupt Practices Act G L O B A L E X P E R I E N C E A N D F O C U S The Squire Sanders Anticorruption Compliance & Foreign Corrupt Practices Act Practice Group is comprised of lawyers who practice in our offices in Europe, Asia, the Middle East, Latin America and the United States, supporting our global footprint of 36 offices in 17 countries. Our team helps clients to comply with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, the OECD Anti-Bribery Convention and other anticorruption regimes, and works to provide global solutions for clients facing the challenges of increasingly complex regulation and intensified global enforcement. Our anticorruption practice excels in cross-border collaboration. Whether a US issuer is conducting FCPA due diligence for a merger transaction spanning multiple jurisdictions or a Europe-based company is responding to an RFP in the Middle East involving an Asia-based services provider, our strong capabilities and cohesion enable us to bring our team members' collective insights regarding cultural matters, political risk and legal issues to bear in counseling our clients. We provide the following full range of anticorruption services to US-based and non- US-based issuers, private and public companies, individuals, boards of directors and audit committees in diverse industries. Given the confidential nature of this work, we are unable to give details which might suggest client identities. � Compliance : preparing customized compliance and training programs and conducting risk assessments and audits to prevent and detect potential FCPA violations. � Due Diligence: identifying “red flags” and conducting risk based pre- acquisition due diligence in a cost effective manner to minimize potential successor liability. Squire, Sanders & Dempsey 8 www.ssd.com