A review of FCPA compliance requirements for due diligence on foreign business partners; including agents, consultants, freight forwarders and joint venture partners. This presentation also discusses management relationship issues of business partners.

1. William Shakespeare and the Tragedies of
Foreign Agents, Distributors, Consultant,
Freight Forwarders and JVs
Histories as the Guide To The Road Ahead
Thomas Fox
IQPC-International Compliance and Ethics in Oil & Gas 2009
London-March 30 and 31, 2009

2. Legal Disclaimer
The views stated herein
are solely those of the
author.

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. 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. Hamlet-Distributors
“Something is Rotten in
Denmark”
AGA pays $2MM for
improper payments
made by independent
distributor

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. 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. 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. The The Play The Tragedy
Intermediary
Hamlet-something is rotten in Willbros pays $22MM for payment of
Agents Denmark bribes in Nigeria
Romeo and Juliet-For never was a AGA pays $2MM for improper
Distributors story of more woe / Than this of Juliet
and her Romeo
payments made by independent
distributor
King Lear-And I'll to bed at noon Halliburton pay $382 MM for KBR
Joint Ventures which created the TSKJ Joint Venture
to fund “Consulting Agents” in
Nigeria; KBR pays $20MM
Macbeth-Fair is foul, and foul is fair: Vetco Gray pays $26MM for 268
Freight Hover through the fog and filthy air separate bribes paid by freight
forwarders Panalpina in Nigeria.
Forwarders
Othello-I pray you, in your letters, Baker Hughes pay $44MM for
Consultants When you shall these unlucky deeds payments made to Isle of Man
“Consulting Firm” mandated by
relate
Kazak Oil officials

10. Macbeth (Redux)
On January 30, 2009, Gerald Hodgkins,
Assistant Director of the Division
of Enforcement at the SEC,
was asked to provide his
personal predictions for 2009:
• continued high levels of voluntary disclosure
of potential FCPA violations by companies;
• continued focus on specific industries
and industry-wide investigations;
• continued imposition of large fines and
disgorgement, alongside cases with more modest numbers;
• more actions brought against individuals;
• continued use of compliance monitors;
• and increased international cooperation.

11. Richard II
• Risk Based Compliance
Opinion Release 08-02
AON Policy

12. Alec Guinness as Richard III
• Minimize your Risk
and How Much is Enough
• US Gov Resources
• Other Public Resource
• Trace International
• DOJ Opinion Release
Procedure

13. Henry IV
Structure Post-Contract
safeguards
• Audit Rights and
DOJ Opinion 04-02
• Contacts and Reporting

14. Henry V
• Joint Ventures
or do you really want
to go back to France
alone
6. Majority Controlled
7. Minority Participation
8. Existing JVs

15. Shakespeare’s London
and President Obama
Don’t Let the Traffic Rush You