<ul><li>William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs </li...
Legal Disclaimer <ul><li>The views stated herein </li></ul><ul><li>are solely those of the </li></ul><ul><li>author. </li>...
For Want of a Nail the Shoe was Lost  For Want of a Shoe the Horse was Lost For Want of a Horse the Battle was Lost For Wa...
Romeo and Juliet Agents “ For never was a story of more woe / Than this of Juliet and her Romeo” Willbros pays $22MM fine ...
Hamlet-Distributors “ Something is Rotten in Denmark” AGA pays $2MM for improper payments made by independent distributor
King Lear and the Fool Joint Ventures “ And I'll to bed at noon” Halliburton pays $382 MM on behalf of KBR, which created ...
Macbeth and the Three Witches Freight Forwarders “ Fair is foul, and foul is fair” Vetco Gray pays $26MM  for 268 separate...
Othello and Iago Consultants “ I pray you, in your letters, When you shall these unlucky deeds relate” Baker Hughes pays $...
Baker Hughes pay $44MM for payments made to  Isle of Man “Consulting Firm” mandated by Kazak Oil officials Othello-I pray ...
Macbeth (Redux) <ul><li>On January 30, 2009, Gerald Hodgkins, </li></ul><ul><li>Assistant Director of the Division </li></...
Richard II <ul><li>Risk Based Compliance </li></ul><ul><li>Opinion Release 08-02 </li></ul><ul><li>AON Policy </li></ul>
Alec Guinness as Richard III <ul><li>Minimize your Risk </li></ul><ul><li>and How Much is Enough </li></ul><ul><li>US Gov ...
Henry IV <ul><li>Structure Post-Contract </li></ul><ul><li>safeguards </li></ul><ul><li>Audit Rights and  </li></ul><ul><l...
Henry V <ul><li>Joint Ventures </li></ul><ul><li>or do you really want  </li></ul><ul><li>to go back to France </li></ul><...
Shakespeare’s London  and President Obama Don’t Let the Traffic Rush You
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Due Diligence on Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs

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This informative presentation will serve as a guide to navigating the use of international business and transaction partners under the Foreign Corrupt Practics Act (FCPA)

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Due Diligence on Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs

  1. 1. <ul><li>William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs </li></ul><ul><li>Histories as the Guide To The Road Ahead </li></ul><ul><li>Thomas Fox </li></ul><ul><li>IQPC-International Compliance and Ethics in Oil & Gas 2009 </li></ul><ul><li>London-March 30 and 31, 2009 </li></ul>
  2. 2. Legal Disclaimer <ul><li>The views stated herein </li></ul><ul><li>are solely those of the </li></ul><ul><li>author. </li></ul>
  3. 3. For Want of a Nail the Shoe was Lost For Want of a Shoe the Horse was Lost For Want of a Horse the Battle was Lost For Want of a Battle the Kingdom was Lost
  4. 4. Romeo and Juliet Agents “ For never was a story of more woe / Than this of Juliet and her Romeo” Willbros pays $22MM fine for payment of bribes in Nigeria
  5. 5. Hamlet-Distributors “ Something is Rotten in Denmark” AGA pays $2MM for improper payments made by independent distributor
  6. 6. King Lear and the Fool Joint Ventures “ And I'll to bed at noon” Halliburton pays $382 MM on behalf of KBR, which created the TSKJ Joint Venture to fund ‘ Consulting Agents’ in Nigeria
  7. 7. Macbeth and the Three Witches Freight Forwarders “ Fair is foul, and foul is fair” Vetco Gray pays $26MM for 268 separate bribes paid by the Freight Forwarder Panalpina for shipments into Nigeria.
  8. 8. Othello and Iago Consultants “ I pray you, in your letters, When you shall these unlucky deeds relate” Baker Hughes pays $44MM for payments made to Isle of Man “ Consulting Firm” mandated by KazakOil officials
  9. 9. Baker Hughes pay $44MM for payments made to Isle of Man “Consulting Firm” mandated by Kazak Oil officials Othello-I pray you, in your letters, When you shall these unlucky deeds relate Consultants Vetco Gray pays $26MM for 268 separate bribes paid by freight forwarders Panalpina in Nigeria. Macbeth-Fair is foul, and foul is fair: Hover through the fog and filthy air Freight Forwarders Halliburton pay $382 MM for KBR which created the TSKJ Joint Venture to fund “Consulting Agents” in Nigeria; KBR pays $20MM King Lear-And I'll to bed at noon Joint Ventures AGA pays $2MM for improper payments made by independent distributor Romeo and Juliet-For never was a story of more woe / Than this of Juliet and her Romeo Distributors Willbros pays $22MM for payment of bribes in Nigeria Hamlet-something is rotten in Denmark Agents The Tragedy The Play The Intermediary
  10. 10. Macbeth (Redux) <ul><li>On January 30, 2009, Gerald Hodgkins, </li></ul><ul><li>Assistant Director of the Division </li></ul><ul><li>of Enforcement at the SEC, </li></ul><ul><li>was asked to provide his </li></ul><ul><li>personal predictions for 2009: </li></ul><ul><li>continued high levels of voluntary disclosure </li></ul><ul><li>of potential FCPA violations by companies; </li></ul><ul><li>continued focus on specific industries </li></ul><ul><li>and industry-wide investigations; </li></ul><ul><li>continued imposition of large fines and </li></ul><ul><li>disgorgement, alongside cases with more modest numbers; </li></ul><ul><li>more actions brought against individuals; </li></ul><ul><li>continued use of compliance monitors; </li></ul><ul><li>and increased international cooperation. </li></ul>
  11. 11. Richard II <ul><li>Risk Based Compliance </li></ul><ul><li>Opinion Release 08-02 </li></ul><ul><li>AON Policy </li></ul>
  12. 12. Alec Guinness as Richard III <ul><li>Minimize your Risk </li></ul><ul><li>and How Much is Enough </li></ul><ul><li>US Gov Resources </li></ul><ul><li>Other Public Resource </li></ul><ul><li>Trace International </li></ul><ul><li>DOJ Opinion Release </li></ul><ul><li>Procedure </li></ul>
  13. 13. Henry IV <ul><li>Structure Post-Contract </li></ul><ul><li>safeguards </li></ul><ul><li>Audit Rights and </li></ul><ul><li>DOJ Opinion 04-02 </li></ul><ul><li>Contacts and Reporting </li></ul>
  14. 14. Henry V <ul><li>Joint Ventures </li></ul><ul><li>or do you really want </li></ul><ul><li>to go back to France </li></ul><ul><li>alone </li></ul><ul><li>Majority Controlled </li></ul><ul><li>Minority Participation </li></ul><ul><li>Existing JVs </li></ul>
  15. 15. Shakespeare’s London and President Obama Don’t Let the Traffic Rush You

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