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Foreign Corrupt Practices Act & Joint Ventures
Foreign Corrupt Practices Act & Joint Ventures
Foreign Corrupt Practices Act & Joint Ventures
Foreign Corrupt Practices Act & Joint Ventures
Foreign Corrupt Practices Act & Joint Ventures
Foreign Corrupt Practices Act & Joint Ventures
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Foreign Corrupt Practices Act & Joint Ventures

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  • Annie
  • Kim
  • AmandaProhibited payments Go farther than standard provisionMust reference FCPA, anti-corruption laws, common local law, international conventionsMake clear what conduct is prohibitedDescription of prohibited behaviorDefinition of what constitutes government officialAnnual certificationState awareness of obligations under FCPAConfirms not aware of any such prohibited conduct now, past, or in future KatieApproval of subcontractorsMust have US companies written consent prior to hiringConsent contingent upon due diligence of subcontractor Audit requirementsLikely to receive the most attention and objectionsThreat of audit deters illegal conduct Retain rights over books and records, including 3rd party representativeProvides company opportunity for company to investigate Potential risksSEC/DOJ will expect company to exercise such rightsExit strategy
  • Tyler
  • Transcript

    • 1. Foreign Corrupt Practices Act related to Joint Ventures Tyler Meyer Katie Meyer Kim Thelwell Annie Smith-Bova Amanda Henry
    • 2. Who is Liable? All parties involved in a joint venture are liable under FCPA  Anti-Bribery  Same for majority and minority interests  Depends on knowledge of actions, not percentage ownership  Accounting Provisions  Majority interest is liable for books and records  Minority interest may avoid liability if they implement controls designed to insure compliance with the accounting provisions
    • 3. Due Diligence “All necessary precautions” Well documented If not possible prior, then agreement needs to state that due diligence will be conducted immediately after JV formed To verify & determine:  Direct/Indirect Government Influence or Ownership  Reputation
    • 4. Joint Venture AgreementProvisions Annual Prohibited Certificati Payments on Approval of Sub- Audit contractor Rights s
    • 5. Action Steps Understand Liabilities Pick the Right Partner Conduct Exhaustive Due Diligence Produce Ironclad JV Agreement Implement Compliance Program Have an Exit Strategy
    • 6. Sources http://law2.fordham.edu/publications/articles/600flspub8971.pdf http://www.acc.com/chapters/charlotte/upload/october-6-2010- international-joint-ventures.pdf http://www.fcpablog.com/blog/2007/9/5/the-requestors-french- dilemma.html http://www.fcpablog.com/blog/2008/10/22/business-down- compliance-risks-up.html http://www.fcpablog.com/blog/2008/10/27/use-it-or-lose-it.html http://www.fcpablog.com/blog/2008/11/10/fearing-third- parties.html http://www.insidecounsel.com/2012/04/25/regulatory-7-points- to-consider-in-regard-to-fcpa http://www.justice.gov/criminal/fraud/fcpa/guide.pdf http://www.justice.gov/criminal/fraud/fcpa/opinion/2001/0101.pd f http://www.justice.gov/opa/pr/2011/April/11-crm-431.html http://www.sec.gov/spotlight/fcpa.shtml

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