OFAC Boot Camp

Day 1-Thursday, December 1, 2011

8:30 Opening Remarks from the Co-Chairs

Elaine Banar  
Executive Director, Sanctions/FCPA Compliance
UBS (Stamford, CT)

Dale Turza  
Partner
Cadwalader, Wickersham & Taft LLP (Washington, DC)

8:45 Meeting Strict Iran Sanctions Requirements Impacting U.S. and Non-U.S. Entities:  Operating within Key CISADA and Regulatory Restrictions

Dennis Wood 
Assistant Director, Sanctions Compliance & Evaluation
Office of Foreign Assets Control
U.S. Department of the Treasury (Washington, DC)

John Garrett  
General Manager and Chief Audit & Compliance Officer
National Bank of Abu Dhabi (Abu Dhabi, UAE)

Sara L. Satten  
Senior Vice President, OFAC Officer and Deputy BSA Officer
Wells Fargo & Co (San Francisco, CA)

Judith Lee  
Partner
Gibson, Dunn & Crutcher LLP (Washington, DC)

• How CISADA affects US and non-US financial institutions, insurers, reinsurers and exporters, and their subsidiaries and affiliates: The scope of activities and “investments” that are captured
• What triggers CISADA penalties, denial of banking privileges or foreign exchange transactions, and asset freezing
• The scope of a parent company’s exposure for foreign subsidiary/affiliate sanctions violations: Determining when a parent “knew or should have known” of an attempted or actual violation
• How CISADA affects companies that are outside the petroleum sector
• Correspondent banking, audit and due diligence requirements under section 104(e) of CISADA
• Key requirements under the Iranian Financial Sanctions Regulations:
• defining “knowingly” and “prohibited activities”
• determining whether financial transactions or services are “significant”
• Scope of exceptions to the requirements, and how to use them
• How CISADA is being implemented:  Recent updates to SDN list, executive orders, proposed legislation, regulations and agency guidance 
• What is required to wind down your business dealings that are captured by CISADA

10:00 Networking Coffee Break

10:15 How to Comply with Libya Sanctions: The Extent of Sanctioned Entities, Persons, Activities and OFAC Licenses 

James Rouen  
Managing Director, AML/OFAC/FCPA
Compliance Head, Corporate Bank
Citigroup (New York, NY)

Louis Lisowski  
International Trade Counsel
Baker Hughes (Houston, TX)

Elizabeth T. Davy  
Partner
Sullivan & Cromwell LLP (New York, NY)

• The extent of permissible transactions, restrictions and who is captured: Practical impact of Executive Orders and General Licenses
• Defining “Government of Libya”, “state-owned” or “controlled”
• The scope of permissible business with non-state owned or controlled entities and private parties   
• Dealing with state-owned Libyan companies: What is licensable by OFAC
• How to receive payments when transactions need to clear through the Central Bank of Libya
• To what extent you need to block individual accounts, and tighten screening processes
• Status of regulations and proposed legislation on confiscation of Libyan assets

11:15 Defining and Preventing “Facilitation” 

Joshua Holzer 
Chief Compliance Counsel for Global Trade  
Pfizer Inc. (New York, NY)

Molly McLane  
Global Economic Sanctions Counsel
Morgan Stanley (New York, NY)

J. Scott Maberry  
Partner
Sheppard Mullin Richter & Hampton LLP (Washington, DC)

• What is “facilitation”: Scope of “facilitation” and “evasion” prohibitions
• Identifying facilitation risks posed by related parties, foreign subsidiaries, affiliates and joint ventures
• Assessing facilitation risks in connection with unrelated non-U.S. parties: Remaining compliant while working with non-U.S. entities tied to sanctioned countries
• Managing foreign affiliate and subsidiary business involving Iran or another sanctioned country
• How to detect and reduce facilitation risks in your corporate structure, human resources, supply chain, and IT
• Lessons learned from OFAC enforcement cases and advisory opinions

12:15 Networking Luncheon

1:30 U.S. Sanctions against Syria: Current Restrictions and Anticipated Changes

Melvin S. Schwechter  
Partner
Dewey & LeBoeuf LLP (Washington, DC)

• Who is captured by current OFAC sanctions, and what remains permissible
• How sanctions against Syria are evolving, including additions to SDN list, regulatory and executive developments
• How OFAC sanctions differ from the U.S. Commerce Department’s sanctions program for Syria
• Complying with requirements governing exports of US origin content and re-exports to Syria 
• How sanctions against Syria are expanding

2:00 Conducting an Internal Risk Assessment:  How to Detect U.S. Sanctions Compliance Weaknesses across Your Global Operations

Albert V. DeLeon  
Head of Compliance Advisory and Monitoring
Zurich Financial (New York, NY)

Clay Stevenson  
Global Economic Sanctions Executive
Bank of America (New York, NY)

Javier E. Robles  
Deputy General Counsel
Comcast Corporation (Philadelphia, PA)

Rachel Sloan 
Principal
Deloitte Financial Advisory Services LLP

• Building a self-assessment tool: Key elements for designing an internal risk assessment process for your global operations
• Who should perform the assessment, and when to request senior management involvement
• Required frequency and scope of internal reviews
• How to manage the process from beginning to end to ensure a focused and targeted approach
• Collecting and controlling information, and documenting your rationale for the risk assessment approach
• Attorney-client privilege:  Safeguarding the information gathered until a decision is made on its release
• When and how to disclose the findings
• Implementing corrective actions and remedial measures

3:15 Networking Coffee Break

3:30 Assessing the Impact of Tightened EU Sanctions on Global Compliance Program:  Comparing and Contrasting Key Requirements with OFAC Sanctions

Jon Holland  
Co-Head, Global Financial Services Litigation Team
Partner
Hogan Lovells LLP (London, UK)

Jay Seymour 
Senior Attorney
BP America Inc.  (Warrenville, IL)

• Comparing and contrasting EU vs. U.S. sanctions against Iran and Libya 
• Extent of EU restrictions on domestic and foreign entities, transactions, equipment and technology
• EU restrictions on trade, investment and financial activities
• Transactions that are excluded from the scope of EU sanctions
• Identifying “designated persons” whose funds have been frozen
• Securing EU license approvals: When and how to seek approval for transferring funds to and from Iranian persons, entities or bodies, and when approvals are not required

4:30 Effective Sanctions Due Diligence for M & A, Underwriting and Financing Transactions:  How Far You Need to Go in Vetting Foreign Party and Transactional Risks 

Daniel L. Tannebaum  
Chief Compliance Officer, Travelex Currency Services
Travelex (New York, NY)

Dale Turza  
Partner
Cadwalader, Wickersham & Taft LLP (Washington, DC)

• Who you need to vet, including associates, vendors, intermediaries and others
• Crafting your due diligence checklist: What to look for and ask at the due diligence stage to detect key risk areas
• Incorporating CISADA, Libya and Syria sanctions into your due diligence approach for financial and export transactions
• Key considerations for exports, M & A, underwriting, financing transactions and credit facility agreements
• Identifying sanctions risks associated with foreign banks, issuers, US correspondent accounts and acquisition targets
• Assessing foreign third party sanctions compliance
• Critical documents to review, and how
• What are “indirect sanctions risks”, and how to identify and assess them during the due diligence process
• How to quantify the potential exposure of a transaction, and when to walk away
• When and how to involve in-house and external advisors at the due diligence phase

5:30 Boot Camp Adjourns

Day 2-Friday, December 2, 2011

8:30 Opening Remarks

8:45 How to Strengthen Screening and Re-Screening Processes in Response to Tightened U.S. and EU Sanctions 

Marty Nevrla  
Senior Corporate Counsel
Office of Corporate Compliance
Liberty Mutual Group (Boston, MA)

Meredith H. Terrell  
Director, Global Sanctions
American Express Co. (New York, NY)

• Who you need to screen and re-screen, and how often: Vendors, account holders, counter-parties, and ancillary parties
• Ensuring your screening program can respond to more targeted sanctions against Iran, Libya, and Syria, and updating filters
• Which U.S., EU and other lists to screen against:  Differences between various vendor lists and software, and how to select them 
• What to do once a hit is discovered, and when to contact OFAC
• Resolving false positives or hits
• Operating within European privacy laws when screening against the OFAC list
• Tailoring screening criteria to the risks posed by particular products, transactions and customer/product volume
• Developing appropriate re-screening protocols

9:45 Assessing the Price of Sanctions Violations by U.S. and Non-U.S. Entities, and Individuals: The Agencies’ Approach to Global Investigations, Enforcement and Penalty Calculations

Jonathan Thomas 
Senior Compliance Review Coordinator 
Office of Foreign Assets Control
U.S. Department of the Treasury (Washington, DC)

Edward Rubinoff
Partner
Akin Gump Strauss Hauer & Feld LLP (Washington, DC)

Betty Santangelo
Partner,
Schulte Roth & Zabel LLP (New York, NY)

• OFAC’s enforcement approach for regulated financial institutions vs. non-regulated entities and individuals
• Why recent cases against financial institutions have yielded the most significant penalties, and key enforcement priorities going forward
• How CISADA impacts OFAC’s global enforcement approach, and the interaction between OFAC and the State Department
• What triggers an OFAC investigation, what OFAC looks for
• Why and how OFAC has ramped up usage of administrative subpoenas
• How OFAC is applying the Enforcement Guidelines: Mitigating and aggravating factors impacting penalty amounts
• Key, recent and pending cases, including Credit Suisse and HSBC:  Lessons learned from fact patterns and settlement agreements

10:45 Networking Coffee Break

11:00 The OFAC Licensing Process, Timeline and Criteria:  How to Work with OFAC to Expedite Approvals

Joshua Holzer  
Chief Compliance Counsel for Global Trade  
Pfizer Inc. (New York, NY)

Cari Stinebower  
Of Counsel
Wiley Rein LLP (Washington, DC)

• Types of transactions OFAC will license
• How to obtain an OFAC license on an urgent basis:  Interacting with OFAC toward facilitating an authorization
• Licensing humanitarian activities and products:  Special considerations for Libya
• Do’s and don’ts when applying for licenses: What to include in your application to expedite the process
• Key licensing pitfalls and application errors: Where OFAC approvals are decreasing and why
• The anticipated timeframe for OFAC responses, and how to obtain a status update regarding your application
• How OFAC and the State Department  interact on licensing matters and  the potential impact on your license application
• Securing TSRA authorizations:  How to license TSRA exports to Iran and Sudan, and the current rate of approvals
• Meeting general license requirements

11:45 What to Do if You Suspect or Uncover a U.S. Sanctions Violation:  Internal Investigations, Voluntary Disclosures and Remedial Measures

Elaine Banar  
Executive Director, Sanctions/FCPA Compliance
UBS (Stamford, CT)

Marty Nevrla  
Senior Corporate Counsel
Office of Corporate Compliance
Liberty Mutual Group (Boston, MA)

Shawn J. Chen  
Partner
Cleary Gottlieb Steen & Hamilton LLP (Washington, DC)

Michael Shepard
Principal
Deloitte Financial Advisory Services LLP  (Philadelphia, PA)

Internal Investigations in the U.S. and Abroad

• When to investigate, and to what degree
• Identifying who should conduct the investigation, and coordinating their roles: In-house compliance and legal groups vs. outside counsel and forensic accountants
• Special considerations for internal investigations involving a foreign subsidiary or affiliate
• reconciling investigative objectives with foreign privacy laws and blocking statutes
• collecting and preserving documents in and outside of the US
• How to document your findings
• When to call OFAC, and when OFAC will take over the investigation

Voluntary Disclosures

• When to prepare a voluntary disclosure, and how OFAC evaluates them
• Weighing the risks and benefits of disclosure to OFAC
• Do’s and don’ts for drafting a voluntary disclosure: 
• How voluntary disclosures impact penalty calculations

Remedial Measures

• Identifying appropriate  remedial measures
• Implementing remedial measures, including tightened systems and targeted training
• Recent trends in OFAC expectations
• Impact on penalty amounts

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