WORKSHOP A

FCPA Boot Camp: A Deep Dive into Key Requirements and the Core Components of an Effective Compliance Program

Expert faculty members will take a deep dive into the nuts and bolts of FCPA compliance toward laying the groundwork for the rest of the conference. Participants will benefit from a solid foundation, smaller-group learning, enhanced Q & A and helpful reference materials for their daily work after the event. Topics will include:

• Who is covered by the FCPA
  • Foreign Private Issuers (FPI) – who qualifies?
  • Foreign subsidiaries, joint venture partners?
  • What is the extraterritorial reach of the FCPA?
  • What are the implications for employees, executives and board members?
• Key enforcement agencies, their roles and jurisdictions
• A close look at new, heightened risks affecting organizations and their employees:
  • Criminal liability
  • Civil liability
  • Regulatory actions and shareholder suits
  • Reputational damage
  • Whistleblower complaints
  • Debarment
• What it means to “pay, offer or promise to pay, or authorize the payment of anything of value to a foreign official in order to influence any act or decision of the official in order to obtain or retain business”
• Who is a “foreign official” under the FCPA and how to deal with employees of state-owned enterprises
• What does “anything of value” mean? » Gifts and entertainment
  • Travel
  • Charitable and political contributions
• What are the exceptions under the FCPA?
• Facilitating payments: limits on “grease”
  • Reasonable and bona fide expenditures
  • Third party due diligence and monitoring requirements
  • Distributors and sub-distributors
  • Agents
  • Consultants
  • Joint venture partners
  • Customs agents and brokers
• Books and records requirements: What it means to maintain records that “accurately and fairly” reflect transactions

WORKSHOP B

Third Party & Supply Chain Management Handbook: A Comprehensive Guide for Due Diligence, Monitoring and Risk Management

At this practical, industry-driven working group, expert speakers will discuss how companies are using a tiered due diligence approach based on the appropriate risk level and type of third party in question. The session will discuss how to re-evaluate your risk ranking approach and manage the costs of a robust program.

With evolving risk factors and compliance obligations, don’t miss this worthwhile opportunity to upgrade your best practices. Discover how your approach to managing high stakes risks compares to your peers, and benefit from important takeaways for your work. Ample time will be left for Q & A, so please bring your questions!

• How far you need to go in vetting 1st, 2nd, 3rd, 4th and lower third parties
• How to incorporate effective front-end vetting and screening protocols based on the type of relationship and interests represented by the third party
• Developing a model that stratifies your risk based on third parties — and how to Perform due diligence accordingly
• What you need in a questionnaire for third parties
• Addressing resistance to follow-up questions after an initial questionnaire
• Impact of GDPR on third party due diligence
• How much due diligence is enough: How to know if your approach is truly “risk-based”
• Unique challenges associated with critical types of third parties for your global business
• When and how much due diligence to perform for an ongoing, existing third-party relationship
• Understanding the local business environment, customs and practices
• What to do with information uncovered during the vetting process: How to evaluate red flags
• Making the decision regarding which parties to use/not use: “On the Ground” obstacles to monitoring third party conduct
• Special considerations for exercising audit rights
• When and how much to train third parties

Welcome Back Cocktail & Main Conference Pre-Registration

SPECIAL PRE-CONFERENCE PRIMER

The Complete FCPA Case Review: Defense Counsel from Key Cases Peel Back the Curtain on Settlements and Compliance Lessons

This special pre-conference primer will bring you up-to-speed on the most significant cases that have shared the enforcement and compliance landscape – and leave you with important, practical takeaways that will lay the groundwork for discussions during the main conference. Leading defense counsel involved in some of the most significant, high profile cases will dissect critical updates and settlement trends affecting your risk calculus, compliance program and internal investigations.

Seating is limited! Due to popular demand, we encourage you to reserve your space early. Key topics will include:

• Dissecting the top 10 most significant, impactful cases
• Takeaways from DOJ and SEC coordination with foreign enforcement agencies
• Circumstances that have led to declinations, DPAs and NPAs
• Which cases have led to an SEC settlement, but a DOJ declination — and why
• What has triggered suspicion and government investigations
• What key settlements reveal about DOJ and SEC compliance and remediation expectations
• Trends in settlements, including penalty structures and remediation requirements
• How the agencies have applied cooperation credit
• Which industries have been under the microscope, and what recent cases reveal about the potential for new “industry sweeps”
• Recent cases that are most likely to impact the future of FCPA settlements

Welcome Back Breakfast

Opening Remarks from the Co-Chairs

FCPA Year in Review

Charles Cain
Chief, FCPA Unit
United States Securities and Exchange Commission

David Last
Acting Chief, FCPA Unit
United States Department of Justice

DOJ and SEC Unit Chiefs will discuss key developments over the last twelve months, priorities for the next year, and the changing enforcement landscape.

• Corporate and individual enforcement
  • Cases, statistics, and important takeaways
• Compliance and enforcement in the COVID-19 era
  • Evidence gathering in a remote world
  • Expectations of companies and external counsel
  • Voluntary disclosure
  • Coordination with foreign counterparts and how the anti-piling on policy is working in practice
• New legislation, policies, and guidance
  • Intersection between FCPA and AML and new enforcement tools
  • Pace of updates to guidance
  • Approach to monitorships
  • National security initiative
• The enforcement pipeline and the year ahead

Live Audience Polling

INTERNATIONAL RISK SERIES
Part I: The Biden Administration’s National Security Study Memorandum (NSSM): Predictions on the Global Enforcement Aftermath and Evolving Risk Landscape

In this session, panelists will explore President Biden’s recent directive establishing the fight against corruption as a core U.S. national security interest. Topics of discussion will include:

• What, if any, new anti-corruption legislation will likely be proposed as part of the initiative?
• Will increased coordination and information-sharing between US law enforcement and intelligence agencies, as well as international partners, increase the effectiveness of FCPA enforcement?
  • What should companies be doing now as a result?
• What should the role of the private sector be to advance this initiative?
• Will establishing a “beneficial ownership” registry and increasing scrutiny of offshore trusts increase transparency?

Networking Break

SPECIAL INTERVIEW WITH Lisa Monaco, Deputy Attorney General

Lisa Monaco
Deputy Attorney General
United States Department of Justice

Live Audience Polling

INTERNATIONAL RISK SERIES
Part II: The Practice Behind the Policies: Companies That Made Their Policies Public Share the Realities of Implementation

In this highly anticipated session, companies that have made their policies public will discuss the rationales for the development of their processes and procedures, and the realities affecting policy implementation. Topics of discussion will include:

• Deciding how to assess your corruption risk
• Determining the anti-corruption measures to adopt
• Identifying the key components of your company’s policy, no matter the size
• Supporting the implementation of your policy
  • Reviewing governmental guidance on applicable law
  • Overcoming challenges to implementation such as lack of financial or personnel resources
  • Crafting the right internal messaging and training
  • Leveraging cross-department resources to create efficiencies and foster an organization-wide culture of compliance
• Raising awareness of relevant international and national anti-corruption conventions
• Obtaining executive commitment and management buy-in

Networking Luncheon

SPECIAL INTERVIEW WITH Lisa Osofsky, Director, Serious Fraud Office (UK)

Lisa Osofsky
Director
Serious Fraud Office (UK)

BREAKOUT SESSIONS A

Track 1: Measuring the Effectiveness of Your Compliance Program: Compliance Lessons and Where Companies Go Wrong

*Anonymous Audience Polling

This benchmarking session, designed for organizations with diverse size, operational and organizational complexities, and wide-ranging resources will delve into the finer points of how and what to measure for evaluating program effectiveness. Topics will include:

• Assessing which elements of your compliance program create business value
• Deciding which metrics are rights to measure the effectiveness of your compliance initiatives
• Matching resources with the most applicable risk
• Identifying the most formidable hurdles to implementation
• Assessing compliance controls in an era of remote work
• Evaluating controls by means other than audits
• Ensuring your program is aligned on paper, and in practice

Track 2: AMLA and Anti-Corruption: How the Application of AML Mechanisms to FCPA Prosecutions Affect Your Risk Calculus

This session will unpack the DOJ’s reliance on AML and other statutes to prosecute foreign corruption cases. Expert speakers will also delve into the recent enactment of the Anti-Money Laundering Act of 2020 (AMLA) as another mechanism to fight corruption. Topics of discussion will include:

• Analyzing the adjusted whistleblower rewards and protections
• Assessing the laws governing the registration of beneficial ownership for business entities
• Identifying new and increased BSA penalties-and their practical impact
• Reviewing the expanded authority to subpoena foreign financial institutions
  • The practical effect of the subpoena power
  • Potential challenges to its use
• Taking stock of guidance, reports and proposed regulations issued by FinCEN
• Preparing for increased prosecution of foreign nationals with limited ties to the U.S.
  • What you can do today to prepare for tomorrow

Central America Boardroom Series

The Biden Administration has announced two new task forces targeting crime in Central America, amplifying their anti-corruption efforts in the region. The creation of these bodies underscores the risks facing companies operating in the Northern Triangle.

Designed as an intimate session, participants will convene with experts in a smaller-group format, allowing for candid, “off the record” discussions related to recent developments in Central America.

*Attendance is limited, please reserve your spot early.

Networking Break

BREAKOUT SESSIONS B

Track 1: The New Face of Enforcement Across Latin America: FBI Task Force and Leading Practitioners Discuss New, Emerging Legal, Compliance and Geopolitical Trends

As FCPA enforcement intensifies and the Biden Administration heightens its focus on Latin America, this critically important session will address key questions at the forefront, including:

• Discussing the state of anti-corruption enforcement in Latin America
• Outlining under what circumstances DOJ will bring an action v. taking a percentage of the penalties
• Reviewing the Odebrecht-related corruption fallout in the region
• Thinking creatively about resourcing amidst arduous circumstances
• Detailing international anti-corruption enforcement in the region
• Identifying legal and compliance strategies for companies doing business in Latin America
  • Devising nimble and effective strategies to mitigate compliance risks

Track 2: The Lesser-Known Takeaways from the Whistleblower Amendments: Lessons from Recent Awards, and Best Practices for Whistleblower Protections

The global pandemic brought many things to a screeching halt – but whistleblower complaints were not one of them. Further, recent legislative developments are anticipated to increase employee whistleblowing-and the need for organizations to strengthen their policies and practices. Points of discussion will include:

• Outlining the key takeaways from the December 2020 amendments governing the rules to the SEC’s whistleblower program
• Reviewing the new definition of “whistleblower”
• Analyzing interpretive guidance required for “independent analysis”
• Detailing the procedural changes designed to facilitate more efficient resolutions of frivolous claims
• How legislative and regulatory reforms could result in increased whistleblowing reporting
• Taking stock of the impact of expanding the definition of “action” to include DPAs and NPAs entered into with DOJ and SEC

China Boardroom Series

Multinationals are re-assessing their risk in China amid proposed data security protection laws, the Anti-Foreign sanctions law, China-U.S. policy updates, and recent FCPA enforcement actions in the region. Refining your anti-corruption compliance and operational strategy for China is more critical than ever before.

Designed to be more intimate, participants will convene with experts in a smaller-group format, allowing for candid, “off the record” discussion related to recent developments in the region, including how companies have adapted their policies to the local context.

*Attendance is limited. Please reserve your spot early.

Networking Break

BREAKOUT SESSIONS C

Track 1: Strengthening an Ethical Corporate Culture in Uncertain Times: Real-Life Examples of Innovative Practices for Resonating Inside and Out of the Office

Legal and compliance decision-makers will share their experiences and lessons learned for promoting an ethical corporate culture amid difficult conditions, including the global pandemic, geopolitical shifts, post-M&A integration, enforcement actions, and more. Points of discussion will include:

• Best practices for employee training, complaint response, and more
• Influencing behavior to develop a strong culture of compliance
  • Important takeaways on what has worked, and what has proven ineffective
• How industry is revisiting employee hotlines, messaging, andtraining
• Mitigating the risk of bribery, corruption, and noncompliance during periods of business disruption

Track 2: What’s Missing in Your Internal Investigations Program? The Latest Takeaways for In-Person and Remote—and the Unexpected Pitfalls

Come prepared with your questions as our panel of thought leaders talk candidly about their new day-to-day “normal” in the wake of COVID-19, and outline the pitfalls to avoid, whether in-person or remote.

• Reviewing the impact of recent DOJ enforcement actions and settlements
• Right-sizing internal investigations
• Pitfalls to avoid when assessing confidentiality and privilege
• Best practices for investigations involving former employees
• Lessons learned from remote document collection
• Creating standards, manuals, policies, operating procedures for the team
• Budget: How much you need to spend and mitigating the risk of spiraling costs
• Delivering effective training to team members
• When Attorney-Client privilege may not apply
• When to involve outside counsel
• When and when not to investigate new or peripheral red flags
• When to stop: How to know when to conclude the investigation
• Governance issues: What types of matters to report to your Audit Committee and the Board

Special Industry Groups (SIGs)

Connect in a smaller-group setting with like-minded individuals from your industry. Expand your network and gain best practices tailored to the realities of your business.

• Life Sciences
• Tech & Telecom
• Defense & Aerospace

Welcome Back Networking Cocktail Reception

Opening Remarks from the Co-Chairs

Live Audience Polling

INTERNATIONAL RISK SERIES
Part III: Five Big Questions: Third-Party and Supply Chain Due Diligence Dilemmas: The Newest, Unexpected Challenges-and Concrete Examples of How to Resolve Them

The last year has presented a host of new, unexpected questions as industry continues to navigate the realities of remote, hybrid and in-person work. To adapt, companies had to make nimble use of personnel, technology, and outside partners for due diligence and risk management.

As we look ahead to the next year, this panel will provide a real-world rundown of the biggest, most vexing dilemmas confronting industry-and the latest, proven best practices for addressing them. Topics will include:

• Devising strategies for updating third-party due diligence in alignment with the organization’s priorities
• Factoring geographical risk in due diligence methodologies
  • Examples of implementing new information collection methods, including when to involve new service providers in diligence processes
• Striking the right balance between diligence and ongoing monitoring
• Documenting any new risks that arise due to the use of alternative diligence methods
• Deciding what constitutes adequate FCPA diligence in mergers and acquisitions
• To what extent are companies responsible for the conduct of foreign subsidiaries and ongoing oversight of these entities?
• Considering whether there is a need to communicate any specific diligence challenges to the relevant enforcement agencies
• Onboarding and classifying third party intermediaries and monitoring their activities

Networking Break

Defending Your FCPA Compliance Program to the Agencies: Preparing for a Meeting and What to Expect Amid the Biden Administration’s Intensified Focus on Foreign Corruption

In June, President Biden directed more than a dozen United States agencies to perform a 200-day interagency review and report back with proposals on how the U.S. government could better combat corruption.

In response, this highly anticipated session will navigate how to prepare for meetings with key enforcement agencies and walk government decision-makers through your program. Expert speakers will impart their experiences in demonstrating critical program elements and improvements, and best practices for fostering a constructive working relationship.

• Outlining expectations of corporate internal investigations and remediation
  • How these expectations impact obtaining a favorable resolution
  • Lessons learned from DOJ and SEC policies and settlements
• Navigating critical aspects of preparing for meetings with prosecutors
• Detailing key program elements and improvements
• Identifying procedures and controls essential for preventing and detecting fraud and bribery v. secondary controls
• Managing FCPA remediation

Investigations of Individuals in Real Life: Defense Counsel and Former DOJ Officials Share How Cases are Now Unfolding, and What They Reveal about Liability Risks for Legal and Compliance Professionals

With a flurry of individual investigations anticipated under the Biden Administration, and with the DOJ’s continued focus on holding individuals accountable for FCPA violations, this new session will delve into the changing landscape of risk for legal and compliance executives.

Leading practitioners who have represented individuals will discuss new, pressing questions, including:

• Detailing the move toward prosecutions of corporate “gatekeepers” in particular, including general counsel, chief compliance officers and accountants
• Reviewing the scope of legal and compliance officers’ obligations to investigate potential red flags and monitor suspicious activity
• Outlining recent enforcement actions against individual executives and key takeaways
• Deciding when to self-disclose potential violations
• Identifying potential liabilities for directors and officers
  • Minimizing individual risk and harm to the company

BREAKOUT SESSIONS D

Track 1: Ephemeral Communications Quandaries: How Industry is Updating Policies, Procedures and Monitoring – and What Can (and What Can’t) Yield Cooperation Credit

When the global pandemic forced the workforce to work remotely, the use of ephemeral communication apps soared. This session will outline DOJ’s refinement of its stance on the use of the technology, review decisions from courts evaluating the impact to discovery, and identify best practices for the remote workforce.

• Revisiting Bring Your Own Device (BYOD) policies and related data privacy and retention policy concerns
  • Mitigating remote working risks
• Taking stock of DOJ’s update to its Evaluation of Corporate Compliance Programs highlighting the need for compliance and control personnel to have “sufficient direct or indirect access to relevant sources of data”
• How industry is addressing high stakes cybersecurity and data privacy dilemmas
• Implementing internal investigations practices for data localization, collection, and review

Track 2: The Intensifying Enforcement of the FCPA’s Internal Controls Provision: Expanding Interpretation, Strict Liability, and Expectations for Industry

*Audience Polling

Join this spirited discussion on the nuances and impact of recent cases involving the FCPA’s internal controls provision. Leading practitioners who have worked on some of the most significant matters will share invaluable lessons learned and best practices moving forward. Topics of discussion will include:

• Reviewing recent “no bribery” cases enforcing the internal controls provisions against issuers
• Identifying common examples of inadequate internal controls and related compliance program deficiencies to avoid
• Using analytics and AI for legal and compliance decision-making
• What recent enforcement cases reveal about SEC expectations for internal controls
• Cross-departmental synergy for audits and investigations
  • Identifying systematic patterns of bribery in your books and records

Track 3: Winning the Board Over: Interfacing with Boards of Directors in Good Times…and in Bad

In today’s ever-evolving compliance landscape, demonstrating your value to C-suite management and the board is the key to effectuating change. This interactive session will offer you best practices for working with the board and management, and the finer points of escalating issues in an effective manner.

*Attendance is limited, please reserve your spot early.

Networking Luncheon
Women in FCPA and Anti-Corruption Luncheon *By Invitation Only

Special Interview with DOJ & DHS Joint Task Force Alpha: Key Updates on Fighting Corruption in Central and South America

Joshua W. DeLay
Special Agent, Program Manager, Department of Justice Liaison, Illicit Finance & Proceeds of Crime Unit
Homeland Security Investigations

Derek Ettinger
Assistant Chief, FCPA Unit, Fraud Section
U.S. Department of Justice

In June of 2021, AG Merrick Garland announced the establishment of Joint Task Force Alpha, a DOJ and DHS joint endeavor complementing existing anti-corruption efforts, noting that “DOJ will increase its focus on investigations, prosecutions, and asset recoveries relating to corruption.” The announcement underscores the Biden Administration’s commitment to pursuing anticorruption enforcement actions in Central and South America.

General Counsel Interview

You asked, we listened. Hear directly from a panel of general counsel from leading multinationals as they offer perspectives on:

• The biggest risks to address for 2021-and the steps being taken now
• General Counsel outlook for the next year on enforcement, compliance, whistleblowing, budgets and more
• Revisiting the extent of legal exposure in the wake of the global pandemic, economic pressures and geopolitical developments
• Aligning legal departmental activities with the strategic goals of the business
• Identifying effective messaging for conveying value to the C-Suite
• Implementing big picture cost-containment strategies

Networking Break

CLOSING TOWN HALL WITH DOJ, SEC, AND FBI

Joseph Beemsterboer
Acting Chief, Fraud Section
U.S. Department of Justice

Gurbir Grewal
Director, Division of Enforcement
U.S. Securities and Exchange Commission

Jeffrey Coleman
Unit Chief, International Corruption Unit
Federal Bureau of Investigation

Participants will gain further insights on cross-agency coordination and compliance expectations, along with an extended opportunity for open Q&A with key enforcement officials. We invite you to join us once again to ask your questions and gain more takeaways!

Part I: Panel Discussion
Part II: Open Audience Q&A

We encourage you to submit your questions anonymously to: townh[email protected]

Conference Concludes