Enforcement Watch: The FSA’s Record Anti-Bribery Fine

(Business Law Currents) As allegations of corruption continue to belittle Britain’s anti-sleaze credentials, the FSA has come out fighting, imposing its largest fine to date for financial crime and control failings. In June 2011, the FSA fined Willis Limited, a UK insurance broker, £6.895 million for inadequate anti-bribery and corruptions systems as it turns up the heat on corruption and bribery.

The FSA chose to impose the fine after concluding that Willis Limited had created an unacceptable risk by having made payments to overseas third parties that could be used for corrupt purposes.

The FSA found that between January 2005 and December 2009, Willis Limited made payments to overseas third parties who assisted it in winning and retaining business from overseas clients, particularly in high risk jurisdictions. These payments totaled £27 million which were paid:

Without Willis establishing adequate commercial rationale for the payments;

Without conducting adequate due diligence on the risk of doing business with these third parties;

With no regular review of whether the business relationship was necessary.

via Enforcement Watch: The FSA’s Record Anti-Bribery Fine.

Even The Virtuous Can Thrive In Corrupt Countries – Forbes.com

It may seem hard to do business without letting your morals slip, but it’s possible.

The endemic nature of corruption in many emerging markets can lead investors to conclude that entering fast-growing economies like India and Brazil requires choosing between two unappealing options: accepting the indispensability of committing bribery and chance prosecution under statutes like the U.S. Foreign Corrupt Practices Act or adhere to international standards and risk losing business to less “ethically constrained” competitors. Performing effectively in emerging markets is unquestionably challenging, but the choices before investors are not so stark.

Engaging in bribery is not a precondition for emerging market success. There are practical steps that investors can take to avoid falling afoul of anticorruption statutes and to lessen the potential competitive disadvantage of abstaining from corrupt practices. To minimize the risk of prosecution, companies should adopt rigorous due diligence procedures and establish reputations for ethical business dealings. To compete effectively, they should closely monitor competitors’ conduct, draw on the support of their governments and use both international statutes and local mechanisms to hold other companies to similar standards of behavior.

via Even The Virtuous Can Thrive In Corrupt Countries – Forbes.com.

Betting the House – Virtual Deal Rooms — CIOUpdate.com

Managing the details of mergers and acquisitions (M&A) pose many logistical and technological issues that require the insight of the CIO. Due diligence demands interested investors be able to examine all pertinent documents before they decide whether to acquire or merge with a company.

Traditionally, these interested parties would go to a physical space to review the data in a library setting. Hosting multiple buyers on-site at the same time can be chaotic, while scheduling each prospective investor independently can drag out the transaction process by weeks or months.

Today, businesses have a better choice: the virtual deal room (VDR). A VDR is the electronic equivalent of the physical “deal room” that financial institutions, law firms and corporations traditionally have used to host potential buyers and sellers of businesses. The VDR is helping revolutionize due diligence by streamlining the communication process between buyers and sellers. It provides a secure internet-based repository for documents to be reviewed by authorized individuals interested in the transaction.

While the VDR offers businesses an efficient means of selling assets, the successful use of a VDR hinges on the CIO becoming an integral part of the “deal” team to ensure proper design, implementation and compliance with corporate policies. The CIO’s technological expertise also can prove instrumental to help ensure that the selected solution is cost-efficient, secure and accessible for users at all levels

via Betting the House – Virtual Deal Rooms — CIOUpdate.com.

Importance of Anti-Corruption Due Diligence for International Transactions

When acquiring a company, an acquirer may inadvertently inherit significant financial liability and reputational damage associated with a target company’s prior violations under anti-corruption legislation. In order to minimize this risk, anti-corruption due diligence is becoming an increasingly important part of M&A due diligence for international transactions. U.S. enforcement authorities have made clear their expectation that acquirers and investors will conduct anti-corruption due diligence on transactions presenting corruption risk. U.S. counsel have followed this guidance and now frequently engage in detailed anti-corruption due diligence for international transactions. The same approach is being taken in Canada as many Canadian companies are subject to both U.S. and Canadian anti-corruption legislation and Canadian enforcement authorities have recently committed significant resources to robust anti-corruption compliance enforcement. U.S. acquirers are also insisting on anti-corruption due diligence when acquiring Canadian companies. The benefits of anti-corruption due diligence for both the acquirer and the target are discussed below.

continued Importance of Anti-Corruption Due Diligence for International Transactions.

Chinese, Japanese or Korean Documents Have You Perplexed?

中文,日语或朝鲜语文件有你困惑?

あなたは困惑し、中国語、日本語、韓国語のドキュメントがありますか?

당신은 당황하게 중국어, 일본어 또는 한국어 문서가 있나요?

Documents containing Chinese, Japanese and Korean (“CJK“) language and character sets have become intertwined within many different legal matters, ranging from international arbitration to  intellectual property litigation to to administrative investigations.   However, the solutions typically used to manage CJK documents have not kept pace with demand and remain slow, cumbersome and expensive.  Most firms, corporations and vendors rely on automated machine translation or certified document translations to understand CJK documents, with the first often revealing giberish results and the later often resulting in extremely high cost to the end client.

Asia Legal Technologies – a joint venture between Global EDD Group and Data Management Corporation – provides innovative custom solutions to clients with CJK document collections.  Each solution is designed to be efficient in both time and cost while leveraging specialized technology, knowledge and human resources to provide multi-lingual services.

  • Data Collection & Preservation
  • Scanning / OCR
  • E-Discovery Processing
  • Automated Language Identification
  • Standard Coding (Chinese, Japanese, Korean to English)
  • Document Summaries (Chinese, Japanese, Korean to English)
  • Translation (Machine, Hybrid, Certified)
  • Document Review

Document containing East Asian languages such as Chinese, Japanese or Korean no longer need to be a perplexing problem with complicated, expensive solutions.  To learn more about the multi-lingual services of Asia Legal Technologies, kindly click to AsiaLegalTech.com or email information@asialegaltech.com.

ESI Culling: Trouble With Image Files

Some e-discovery cases intrinsically deal with digital image file formats, e.g., workplace pornography and image copyright disputes. But what about cases that, at a glance, don’t involve image files at all? Should you include image files (visual image files not forensic or bit-for-bit copies) in your culling criteria? Is it a waste of time and money — or is it “due diligence” to include them?

There are many cases for which including image files in your culling criteria might seem useless. But consider these relatively common business practices: taking photos of products or product packaging, and uploading them as JPEGs; keeping copies of incoming or outgoing faxes as TIFFs for digital record-keeping purposes; and scanning documents, saving them as non-searchable PDFs, and destroying the originals to save precious filling cabinet space.

Given these practices, it’s much easier to see why including certain image file formats in your culling criteria may be important to your case. Images, though, are a different breed of file than TXT, DOC, or other content files; and standard keyword searching is usually not the best fit for culling image files. In fact, because of the basic nature of image files, relying on standard culling strategies could wrongly include a large number of false positives, or worse, exclude items that are truly responsive and relevant.

via ESI Culling: Trouble With Image Files.

Law.com – Outsource the Work, Keep the Cash: 6 Tips

In the midst of a financial downturn, information technology departments still find themselves entering new business process and information technology outsourcing arrangements and struggling with how to make these arrangements smarter and more cost-effective.

Despite limited budgets and new projects on hold, major outsourcing contracts still come up for renewal, while divestitures and reorganizations require institutions to enter into new contracts or modify existing ones. In addition, even as financial institutions put pressure on their information technology departments to keep their costs down, they also insist that their legal departments find ways to negotiate outsourcing arrangements in a more cost-sensitive manner.

Business process and information technology outsourcings are complicated transactions that often require customers to engage in extensive diligence and documentation to avoid costlier problems with vendors down the road. No customer, however, wants to see a large share of the cost savings they hope to reap from the outsourcing swallowed by the diligence and transaction costs required to enter — or eventually exit — the outsourcing agreement.

Customers who correctly take aggressive positions with vendors to protect themselves can often find that the process of reaching agreement with vendors takes on a life of its own and consumes time, energy, and money. Consequently, a key question facing customers is how to make sure the outsourcing is done correctly while keeping the due diligence involved in vendor down-selecting and transaction costs under control.

via Law.com – Outsource the Work, Keep the Cash: 6 Tips.

SO YOU WANT TO BUY A BUSINESS: THE ROLE OF THE FCPA IN INTERNATIONAL ACQUISITIONS

The recession has lessened and all that cash your Company has been hoarding for the rainy days of the Obama years is burning a whole in your CEO’s pocket. He has his powder dry and is ready to make a big bang by going on a buying spree, targeting overseas entities, to beat the competition in coming out of your industry’s downturn. The Legal Department is told to put together an acquisition squad and to be ready to go at a moment’s notice. The job assigned to you is to make sure that your acquisition does not run afoul of the Foreign Corrupt Practices Act (FCPA) and to prepare a list of FCPA based due diligence that the Law Department should focus on to perform on the Target Company. What should be on your list?

via JD Supra: Legal Articles – SO YOU WANT TO BUY A BUSINESS: THE ROLE OF THE FCPA IN INTERNATIONAL ACQUISITIONS.

FCPA Report Shows Companies Shelling Out to Avoid Nasty Prosecution

With the number of foreign bribery cases soaring, corporations — and their general counsel — in mergers or acquisitions are spending more time and legal resources making sure they don’t acquire a nasty prosecution along with the new business.

That’s one of the findings in Shearman and Sterling’s semiannual report on the Foreign Corrupt Practices Act, entitled “Recent Trends and Patterns in FCPA Enforcement.” The report is part of the law firm’s FCPA Digest.

The increased risk of enforcement has directly impacted how companies approach M&A due diligence and other business transactions, according to Danforth Newcomb, the New York-based founder of Shearman & Sterling’s FCPA practice and currently of counsel with the firm. That means general counsel must pay increased attention to anti-corruption controls and compliance programs, Newcomb indicates.

The report says FCPA prosecutions in the United States, and globally, are rising. So far in 2009, 66 corporations have disclosed investigations, according to the report. Meanwhile the Department of Justice has said that at least 120 companies are under investigation — up from 100 at the end of last year.

via FCPA Report Shows Companies Shelling Out to Avoid Nasty Prosecution .

Law.com – FCPA Report Shows Companies Shelling Out to Avoid Nasty Prosecution

With the number of foreign bribery cases soaring, corporations — and their general counsel — in mergers or acquisitions are spending more time and legal resources making sure they don’t acquire a nasty prosecution along with the new business.

That’s one of the findings in Shearman and Sterling’s semiannual report on the Foreign Corrupt Practices Act, entitled “Recent Trends and Patterns in FCPA Enforcement.” The report is part of the law firm’s FCPA Digest.

The increased risk of enforcement has directly impacted how companies approach M&A due diligence and other business transactions, according to Danforth Newcomb, the New York-based founder of Shearman & Sterling’s FCPA practice and currently of counsel with the firm. That means general counsel must pay increased attention to anti-corruption controls and compliance programs, Newcomb indicates.

The report says FCPA prosecutions in the United States, and globally, are rising. So far in 2009, 66 corporations have disclosed investigations, according to the report. Meanwhile the Department of Justice has said that at least 120 companies are under investigation — up from 100 at the end of last year.

via Law.com – FCPA Report Shows Companies Shelling Out to Avoid Nasty Prosecution.