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ACI : Conference-Papers : 2003 : Internal Investigations

The Corporate Counsel's Guide to

Internal Investigations

Evaluating Allegations * Managing Investigations * Proactive Strategies for Preventing Corporate Misconduct

Thursday, May 29, 2003

About

Are You Prepared if Allegations or Suspicions of Corporate Misconduct Hit Your Desk?

Incidents of corporate fraud perpetrated by senior executives over the past 18 months have underscored the need for counsel to be fully aware of their obligations, particularly when allegations or suspicions of misconduct arise. Balancing the role of internal watchdog with that of corporate defender has always been one of the central tensions of a corporate counsel's job. But with expanding regulation and increased scrutiny, it's more important than ever to know what to do and how to do it should the need for an internal investigation arise.

Furthermore, the regulations promulgated pursuant to section 307 of Sarbanes-Oxley make it imperative that all corporate counsel have a full understanding of what is required of them when addressing allegations of corporate and executive misconduct . . . and a plan of action.

American Conference Institute developed this timely program on Internal Investigations to give counsel representing corporations - both in-house and outside - everything they need to fully understand their obligations, their role and what they need to do to investigate allegations of fraud or misconduct while protecting the company, the shareholders and themselves.

Leading private practitioners (many with prior experience with the Securities and Exchange Commission, the Department of Justice, and in-house at leading corporations) joined together with federal enforcement officials and senior in-house counsel and shared the step-by-step process necessary to protect the company and the shareholders while conducting an internal investigation. They provided practical, in-depth advice on:

  • Critical first steps when allegations are raised
  • Preserving resources to focus on valid accusations and allegations of wrongdoing
  • Strategies for running in-house investigations to ensure all necessary information is gathered
  • When, why and how to enlist outside counsel - and what their role should be
  • Oral vs. written reports: how to make the determination
  • How to keep the case from hitting the headlines prematurely
  • What to do when confronted by the SEC
  • Preparing documentation for the criminal component of government investigations
  • When to assert or waive privilege to your advantage
  • Compliance initiatives that will minimize the likelihood of future misconduct
This is a unique opportunity to tap into the knowledge and experience of this exceptional panel, all of whom have full perspective on the investigative process and some of whom (literally!) wrote the book in this area. Don't miss these event materials - you never know what your next voicemail or email will require of you!

Contents & Contributors

About

Are You Prepared if Allegations or Suspicions of Corporate Misconduct Hit Your Desk?

Incidents of corporate fraud perpetrated by senior executives over the past 18 months have underscored the need for counsel to be fully aware of their obligations, particularly when allegations or suspicions of misconduct arise. Balancing the role of internal watchdog with that of corporate defender has always been one of the central tensions of a corporate counsel's job. But with expanding regulation and increased scrutiny, it's more important than ever to know what to do and how to do it should the need for an internal investigation arise.

Furthermore, the regulations promulgated pursuant to section 307 of Sarbanes-Oxley make it imperative that all corporate counsel have a full understanding of what is required of them when addressing allegations of corporate and executive misconduct . . . and a plan of action.

American Conference Institute developed this timely program on Internal Investigations to give counsel representing corporations - both in-house and outside - everything they need to fully understand their obligations, their role and what they need to do to investigate allegations of fraud or misconduct while protecting the company, the shareholders and themselves.

Leading private practitioners (many with prior experience with the Securities and Exchange Commission, the Department of Justice, and in-house at leading corporations) joined together with federal enforcement officials and senior in-house counsel and shared the step-by-step process necessary to protect the company and the shareholders while conducting an internal investigation. They provided practical, in-depth advice on:

  • Critical first steps when allegations are raised
  • Preserving resources to focus on valid accusations and allegations of wrongdoing
  • Strategies for running in-house investigations to ensure all necessary information is gathered
  • When, why and how to enlist outside counsel - and what their role should be
  • Oral vs. written reports: how to make the determination
  • How to keep the case from hitting the headlines prematurely
  • What to do when confronted by the SEC
  • Preparing documentation for the criminal component of government investigations
  • When to assert or waive privilege to your advantage
  • Compliance initiatives that will minimize the likelihood of future misconduct
This is a unique opportunity to tap into the knowledge and experience of this exceptional panel, all of whom have full perspective on the investigative process and some of whom (literally!) wrote the book in this area. Don't miss these event materials - you never know what your next voicemail or email will require of you!

Contents & Contributors

WHISTLEBLOWERS AND SARBANES-OXLEY – A TROUBLING COMBINATION
Jane F. Barrett, Blank Rome LLP

WHAT TO DO WHEN THE WHISTLE BLOWS: PRACTICAL CONSIDERATIONS FOR CORPORATE COUSEL IN ADDRESSING ALLEGATIONS OF CORPORATE OR EXECUTIVE MISCONDUCT
Lisa Klein Wager, Morgan, Lewis & Bockius LLP

WHAT IN-HOUSE COUNSEL SHOULD KNOW ABOUT HOW TO CONDUCT AN INTERNAL INVESTIGATION
Sharie A. Brown, Foley & Lardner

CONDUCTING A CORPORATE INTERNAL INVESTIGATION
David M. Brodsky, Latham & Watkins

REPORTING INVESTIGATION RESULTS
Mark Schonfeld, Securities and Exchange Commission

REPORTING THE RESULTS OF INTERNAL INVESTIGATIONS
Samuel W. Seymour, Sullivan Cromwell

WORKING WITH THE AUDIT COMMITTEE WHERE WRONGDOING IS ALLEGED OR FOUND
James Lovett, Covance Inc.

ACCOUNTANTS' ROLES IN SPECIAL INVESTIGATIONS
John M. Riley, Navigant Consulting

THE SEC's NEW BOOKS AND RECORD RULES
Ernest E. Badway, Saiber Schlesinger, Satz & Goldstein

CONSIDERATIONS FOR IN-HOUSE COUNSEL IN CONDUCTING SEC INVESTIGATIONS
A.J. Bosco, Prudential Securities Inc.

NEW CRIMES AND PENALITIES UNDER THE SARBANES-OXLEY ACT OF 2002
David U. Gourevitch, Stueve Helder Siegel LLP

SELECTIVE WAIVER OF THE ATTORNEY/CLIENT AND WORK PRODUCT PRIVILEGES REGARDING DOCUMENTS GIVEN TO THE SEC J. Kevin McCarthy, Credit Suisse First Boston
Daniel J. Kramer, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Katherine Puzone, Paul Weiss, Rifkind, Wharton & Garrison LLP

GOVERNMENT INVESTIGATIONS: ATTORNEY-CLIENT PRIVILEGE AND WORK-PRODUCT PROTECTION IN A POST-ENRON WORLD
Joseph F. Savage, Jr., Testa Hurwitz & Thibeault
Stephanie R. Pratt, Testa Hurwitz & Thibeault

U.S. ENFORCEMENT OF SECURITIES LAW VIOLATIONS IN THE INTERNATIONAL ARENA
Jacob S. Frenkel, Smith, Gambrell & Russell, LLP

EXPOSURE TO THE PRESS
Dick Hyde, Hill and Knowlton

CORPORATE GOVERNANCE, RISK MANAGEMENT AND COMPLIANCE AFTER SARBANES-OXLEY: SOME THOUGHTS ON BEST PRACTICES AND THE ROLE OF THE GENERAL COUNSEL
Robert E. Bostrom, Winston & Strawn

PREVENTING FUTURE CORPORATE OR INDIVIDUAL MISCONDUCT: BEST PRACTICES FOR COMPLIANCE PROGRAMS
Joseph V. Ippolito, Integrity Interactive Corp.