Join us for a discussion on tips and recommendations on handling internal investigations efficiently and effectively while avoiding some of the common traps.

1. Internal Investigations:
A Global Case Study
Live polling will be used throughout the seminar.
Text quarlesbrady02 to 22333
to participate.

2. Internal Investigations:
A Global Case Study
Fernanda Beraldi, Cummins
Anne Frye, Vertellus
Susan George, Wabash National
Ed Broecker, Quarles & Brady

3. Agenda
• Overview
• Hypothetical to Analyze
‒Attorney-Client Privilege
‒Data Privacy / Document Collection Issues
‒Conducting Witness / Employee Interviews
‒Use of communication and payment software
‒Dawn Raid Issues
‒Self-Disclosure – Mandatory or Optional
‒Relationship with Audit Committee of the Board of Directors

5. Hypothetical - Background
• Monica Geller is the CEO and Chief Compliance Officer at Monica’s Bistro Inc., a publicly
traded multinational restaurant and frozen meals chain based in New York. Monica’s
Bistro sells food through its company-owned stores. Monica's Bistro also has a
significant global network of franchisees.
• Following Monica’s passion for organizing, Monica’s Bistro recently acquired Byrex
GmbH, a publicly listed German manufacturer of glass containers that sells its products
through company sales representatives and third-party sales agents throughout
Eastern Europe and South America.

6. Hypothetical- Helpline and Complaint
• During integration, Byrex adopted Monica’s Bistro compliance policies and
procedures. Byrex also uses Monica’s Bistro ethics helpline.
• Last week, Monica received an anonymous ethics complaint via voicemail
from a Bistro employee based in France. The complaint raised concerns
about the sales practices of Monica Bistro’s sales manager in Paris.

7. Hypothetical- Alleged Improper Payments
• The anonymous employee alleged that Gunther, Monica
Bistro’s sales manager, contracted with a third-party
logistics company, ShadyMoves, to indirectly pay bribes to
government officials in France to get expedited customs
clearances to import Monica’s delicious dishes.
• The anonymous employee alleged that she had copies of
shipping invoices from ShadyMoves for products that were
never shipped and that Monica Bistro’s general manager
in France, Phoebe Buffay, authorized the payments in an
email.
• The payments were made through ApplePay.

8. Hypothetical- Investigation
• Monica decides that an investigation is required and hires a law firm to develop an
investigation plan. The law firm must consider:
• Who will conduct the investigation?

10. Investigation- Privilege
•Assuming that the investigation is being conducted at the
behest of the outside law firm, there needs to be a
consideration on the application and extent of the
attorney-client privilege.

12. Hypothetical- Discovery/Electronic Records
• Monica informs the law firm that Monica’s Bistro maintains electronic documents on a
central server in Germany. Monica asks the law firm to consider:
• Collection and review of electronic documents on Monica’s Bistro central server in
Germany and local documents in Paris.
• Challenges posed by WhatsApp, Telegram and similar electronic messaging systems
that are not controlled by Monica’s Bistro. Same in relation to e-payments.
• Interviews: Who? How? Where?

13. Investigations- Records
• 2017 Corporate Enforcement Policy, DOJ set an expectation that to be able
to obtain cooperation credit, companies needed to fully disclose all
relevant communications, including WhatsApp and other similar
communications.
• Assistant Attorney General Benczkowski recently clarified that, while the
DOJ is not prohibiting the use of WhatsApp and similar applications, if the
company policy allows for their use, the retention of the records of such
communications must be aligned with the company’s overall document
retention policy.

15. Hypothetical- Ethics Complaint
• Yesterday, Monica received an anonymous email ethics complaint
from a Byrex employee based in Russia, raising concerns about the
sales practices of Byrex’s third-party sales agents in China.
• The anonymous employee alleged that Rachel Green, a third party
sales agent, was giving Ralph Lauren Couture clothing to
government purchasing agents to win Chinese government bids for
frozen food, increasing the demand for Monica's Bistros brand new
product.
• Finally, the anonymous employee threatened to go to the anti-
corruption authorities in China and Russia if Monica’s Bistro did
not investigate Rachel. The employee also said that he expected to
be protected under whistleblower protection law, despite not
saying his/her name.

16. Hypothetical- Bribery Complaint in Russia and China
• Monica asks the law firm to expand the investigation to
Russia and China. The law firm then considers:
• The collection and review of documents located in
China and Russia, including the differences from
the data privacy laws in the European Union.
• Whether documents can (and should) be
transferred outside of those countries for the
document review?
• Whether the interviews should be conducted by
foreign counsel or local counsel?
• Whether Monica Bistro’s should consider self-
disclosure in light of the potential whistleblower?
• If so, to whom should Monica’s Bistro disclose?

19. Hypothetical- Bribery Complaint in Russia and China
• While the law firm is implementing a document hold and collecting electronic
documents…
• Chandler Bing, Monica’s Bistro China CEO receives a notification that the
Chinese anti-corruption authorities have arrived in Monica’s Bistro Beijing
offices to conduct a dawn-raid based on a whistleblower’s allegations.
• What should the law firm do in response to the dawn raid?
• Does the dawn raid trigger mandatory reporting / disclosure requirements?
• AND…

20. Hypothetical- Bribery Complaint in Russia and China
• While the law firm is implementing a document hold and collecting
electronic documents…
• Ross Geller, Monica’s Chairman of the Board invites Monica for a meeting.
In the meeting, he brings the Audit Committee members with him. The
Audit Committee members inform Monica that, given all these issues and
investigations, they want to be paid more money (double the money) as
Audit Committee members.
‒What should Monica do?

22. Thank You!

23. © 2019 Quarles & Brady LLP - This document provides information of a general nature. None of the information contained
herein is intended as legal advice or opinion relative to specific matters, facts, situations or issues. Additional facts and
information or future developments may affect the subjects addressed in this document. You should consult with a lawyer about
your particular circumstances before acting on any of this information because it may not be applicable to you or your situation.
Thank You!
QUESTIONS?
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