Learn How to Avoid FCPA Violations at the Sixth Annual National Institute on the Foreign Corrupt Practices Act

September 18-20, 2013 The Westin Georgetown Washington, DC The Sixth Annual National Institute on The Foreign Corrupt Practices Act September 18-20, 2013 | The Westin Georgetown | Washington, DC

This CLE National Institute remains incomparable in its examination of compliance and enforcement of anti-corruption laws in the United States and abroad.

Curriculum topics include: • FCPA Fundamentals • DOJ-SEC FCPA Enforcement Updates • International Anti-Corruption Enforcement • The Nuts and Bolts of Internal Corporate Investigations: How the Experts Do It Register Now!

Tuition

General Public $1,190 ABA Members $1,095 Criminal Justice Section Members $950 Section of International Law Members $950

Government Lawyers/Employees $475 Fees do not include travel or lodging.

Presented by Criminal Justice Section Section of International Law Visit www.ambar.org/2013foreign to register.

Not an ABA Member? Earn up to Join Now! 8.75 CLE Credits www.ambar.org/join

ABA CLE National Institutes bring you face to face with nationally recognized experts on substantive topics — often while fulfilling most of your annual CLE requirements. Faculty

Sergio E. Acosta Ross Dixon Erin M. Kulpa Jamieson Smith Partner Partner Assistant Attorney General Senior Counsel Hinshaw & Culbertson LLP Hickman & Rose Solicitors Virginia Office of the Attorney The World Bank Chicago, IL London, England General Washington, DC Richmond, VA Greg Andres Charles E. Duross Mary C. Spearing Counsel Deputy Chief, FCPA Unit Lucinda A. Low Partner Davis Polk & Wardwell LLP U.S. Department of Justice Partner Baker Botts LLP New York, NY Washington, DC Steptoe & Johnson LLP Washington, DC Washington, DC Katherine Cameron Nathaniel B. Edmonds Robert W. Tarun Atkinson Partner Abbe D. Lowell Partner Member Paul Hastings LLP Partner Baker & McKenzie LLP Miller & Chevaller, Chartered Washington, DC Chadbourne & Parke LLP San Francisco, CA Washington, DC Washington, DC *Gregory Esslinger George J. Terwilliger III David Barstow Senior Managing Director Adrian Mebane Partner Journalist FTI Consulting Director Morgan, Lewis & Bockius LLP The New York Times Atlanta, GA Ethics & Compliance Group Washington, DC New York, NY Weatherford International Ltd. Alice S. Fisher Washington, DC Caryn Lara Trombino Lowell Bergman Partner Counsel Graduate School of Journalism Latham & Watkins LLP James R. Meehan Perkins Coie LLP University of California, Washington, DC Partner Chicago, IL Berkeley PriceWaterhouseCoopers Berkeley, CA *T. Markus Funk San Francisco, CA *Philip L. Urofsky Partner Partner Kara N. Brockmeyer Perkins Coie LLP Mark F. Mendelsohn Shearman & Sterling LLP Chief, FCPA Unit Denver, CO Partner Washington, DC Division of Enforcement Paul, Weiss, Rifkind, Wharton & U.S. Securities and Exchange *Cara M. Griffin Garrison LLP Lawrence A. Urgenson Commission Senior Staff Counsel Washington, DC Partner Washington, DC Chrysler Group LLC Kirkland & Ellis LLP Auburn Hills, MI Frederic Miller Washington, DC *Andrew S. Boutros Partner Assistant U.S. States Attorney Richard Grime Investigations & Forensic Martin Weinstein Northern District of Illinois Partner Sciences Partner U.S. Department of Justice O’Melveny & Myers LLP PricewaterhouseCoopers LLP Willkie Farr & Gallagher LLP Chicago, IL Washington, DC Washington, DC Washington, DC

*Peter B. Clark Thomas A. Hanusik Homer E. Moyer, Jr. Richard N. Wiedis Planning Committee Chair Partner Vice Chair, Executive VP, Risk Management & Partner Crowell & Moring LLP Committee Corporate Counsel Cadwalader Wickersham & Taft, Washington, DC Miller Chevalier MicroStrategy, Inc. LLP Washington, DC McLean, VA Washington, DC Mark Henzelin Partner Lynn A. Neils Michele Wiener Colleen A. Conry LALIVE Partner Managing Director Partner Geneva, Switzerland Covington & Burling LLP FTI Consulting Ropes & Gray LLP New York, NY King of Prussia, PA Washington, DC William B. Jacobson Senior Vice President *Ben Rose Roger Witten Frederick T. Davis Co-General Counsel Partner Partner Partner Chief Compliance Officer Hickman & Rose Solicitors WilmerHale Debevoise & Plimpton LLP Weatherford International Ltd London, England New York, NY Paris, France Zurich, Switzerland Cheryl J. Scarboro Christopher A. Wray Robbert de Bree James M. Klotz Director Partner Partner Partner Simpson Thacher & Bartlett LLP King & Spalding Wladimiroff Advocaten N.V Miller Thomson LLP Washington, DC Washington, DC The Hague, Netherlands Toronto, Canada William N. Shepherd *Keir Starmer, QC (Keynote Timothy L. Dickinson Prof. Michael Koehler Partner Luncheon Speaker) Partner Assistant Professor of Law Holland & Knight Director of Public Prosecutions Paul Hastings, Janofsky & Southern Illinois University Washington, DC The Crown Prosecution Service Walker, LLP School of Law London, England Washington, DC Carbondale, IL

* Planning Committee Faculty subject to change without notice. Agenda

Day One - Wednesday, September 18, 2013 3:00 p.m. – 5:00 p.m. FCPA Fundamentals Panelists: Sergio E. Acosta, Kathryn Cameron Atkinson, Caryn Lara Trombino and Michele Wiener Moderator: Adrian Mebane This panel will provide a primer for the less experienced lawyer, and is offered complimentary to every registrant or speaker to provide to one of his or her associates or co-workers. Topics to be covered: • Fundamentals of an FCPA investigation • The effective compliance program • Global enforcement • Resolutions • Parallel proceedings

Day Two - Thursday, September 19, 2013 8:00 a.m. Registration 8:30 a.m. Welcoming Remarks 9:00 a.m. DOJ-SEC FCPA Enforcement Update: Trends and Significant Developments Panelists: Kara N. Brockmeyer and Charles E. Duross Moderator: Mark F. Mendelsohn As the SEC continues to actively enforce the FCPA, it has developed new policies and enforcement tools to keep pace with the increasingly complex enforcement landscape. In this panel, government enforcement experts discuss the SEC’s latest enforcement trends. Topics to be covered: • SEC’s new policy on “neither admit nor deny.” • Are monitors returning, or did they ever leave? • Are whistleblowers making a difference in SEC cases? • Are FCPA “industry sweeps” a myth? • How much money goes to the “victims” in FCPA disgorgement? • Is international cooperation increasing? 10:15 a.m. Break 10:45 a.m. What You Need to Know About the World Bank’s Anti-Corruption Program Panelists: Greg D. Andres, Timothy L. Dickinson, Jamieson Smith and Lawrence A. Urgenson Moderator: Lucinda A. Low Topics to be covered: • Overview of the Word Bank’s investigation and sanctions process, including settlements and voluntary disclosures, and the two-tiered sanctions system. • World Bank rules v. national law: similarities and differences. • Referrals by the World Bank and other IFIs to the DOJ and other national prosecuting authorities • Cooperation with DOJ and other national investigative and prosecutorial agencies, including evidence sharing. • The “cross-debarment” regime: how is it working? • Debarment with conditional release vs. DPAs, and the role of monitors for World Bank contractors and consultants. 12:00 p.m. – 1:15 p.m. Keynote Luncheon Speaker: Keir Starmer, QC - Director of Public Prosecutions, Crown Prosecution Service Agenda (Cont’d.)

1:30 p.m. International Anti-Corruption Enforcement: Examining the Legal, Political and Practical Landscape of Bribery Investigation and Prosecution Across Jurisdictions Panelists: Robbert de Bree, Frederick T. Davis, Ross Dixon, Marc Henzelin and James M. Klotz Moderator: Ben Rose When the OECD Convention was being negotiated, the U.S. predicted that as the “playing field” became level, U.S. companies would become subject to prosecution in multiple jurisdictions for the same activity. That day has come. Experts from the U.K., France, Canada, The Netherlands and Switzerland, each with its own legislation comparable to the FCPA, will discuss the evolution and enforcement of their laws, particularly addressing the issues of voluntary disclosure, data privacy and other problems unique to multi-jurisdictional investigations and prosecutions. 3:00 p.m. Break 3:15 p.m. Captain or Passenger?: How to Navigate the Rough Waters of an FCPA Media Crisis Panelists: David Barstow, Lynn Neils, Prof. Michael Koehler, Abbe D. Lowell and Lowell Bergman Moderator: Andrew S. Boutros More than ever, the media is an important component in any complex FCPA investigation. Whether it’s allegations of C-suite corruption at Wal-Mart, Nigeria’s filing of criminal charges against former Vice President Dick Cheney, Siemens’ ten- figure settlement with U.S. and German authorities, or Jeffrey Tesler’s forfeiture of $150 million as part of his Bonny Island plea agreement, FCPA matters are grabbing worldwide headline news. Depending on the case, a “no comment” may no longer cut it. Effective FCPA practitioners must know when and how to skillfully respond to – and work with – the media without alienating reporters or compromising the investigation. This panel walks through the public relations and media-related challenges of complex FCPA investigations. Topics to be covered: • Managing a media crisis: When to be proactive vs. reactive to an FCPA developing story. • Know your audience: Understanding the competing desire for information by varying constituents, including shareholders, employees, customers, business partners, the public, plaintiffs firms, and politicians, among others. • The message: What should the message be and how best to control it? • Corporate disclosure statements and public comments: When words become actionable. 4:15 p.m. Break 4:30 p.m. The Business of Transparency: Harnessing Economies of Scale in FCPA, Corporate Social Responsibility, and Supply Chain Compliance Panelists: Erin M. Kulpa, James R. Meehan and Richard N. Wiedis Moderator: T. Markus Funk In 2013, global businesses are increasingly facing unique compliance and third-party due diligence challenges as a result of recently-enacted “corporate social responsibility” (or “CSR”) legal requirements. This new wave of compliance mandates includes the Executive Order on Trafficking in Government Contracts, the California Transparency in Supply Chains Act, the European Union Directive on Transparency and its amendments, USDOJ deferred prosecution agreements with “reasonable country of origin” compliance requirements, the Dodd-Frank Act’s “conflict minerals” disclosure rules, and the proposed federal Business Transparency on Trafficking and Slavery Act. This panel explores these new legal frameworks and their corresponding obligations, and evaluates the economies of scale that can be achieved by closely integrating corporate social responsibility and supply chain issues into a comprehensive FCPA/anti-corruption compliance program. Topics covered: • New era of “corporate social responsibility” – what is it, and what does it mean? • Corporate social responsibility as part of an organic FCPA/anti-corruption program. • CSR & FCPA due diligence. • Reasonable country-of-origin inquiries – what does it mean and what does it require. • Launching the internal investigation. 5:45 p.m. – 6:45 p.m. Cocktail Reception Agenda subject to change without notice. Agenda (Cont’d.) – The Practical Issues

Day Three - Friday, September 20, 2013 9:00 a.m. Existing Limitations on the Scope of the FCPA: Is Anyone Paying Attention? Panelists: Richard Grime, Roger Witten, Mary C. Spearing Nathaniel B. Edmonds and Robert W. Tarun Moderator: Philip Urofsky Most reform arguments have focused on narrowing the scope of the statute or providing new defenses. A better question, however, might be whether the statute’s existing limitations and defenses are being properly articulated and applied in enforcement actions. It is arguable that in several recent enforcement actions, the government’s factual allegations do not satisfy the FCPA’s elements or hide the ball on critical elements, deliberately blur different provisions of the statute, or seek remedies inconsistent with the letter and goals of the statute. Given that only two corporations have taken the government to trial on FCPA cases and individual cases do not always create opportunities to resolve these issues, the question is posed: Who is policing the police in FCPA matters? Topics covered: • When is a parent liable for a subsidiary’s actions under the FCPA’s anti-bribery provisions? • What are the limits of acting “while in the territory of the United States”? • What is the basis for obtaining injunctive relief in the absence of ongoing conduct? • Ought issuers be subject to higher penalties than non-issuers? • Is disgorgement authorized for violation of the FCPA’s books & records provisions? • When is a facilitation payment a violation of the FCPA? • Are there bribes that are simply not prosecutable under the FCPA? 10:15 a.m. Break 10:45 a.m. M&A Due Diligence Panelists: Gregory Esslinger, William B. Jacobson, Frederic Miller, Cheryl L. Scarboro and Martin Weinstein Moderator: Thomas A. Hanusik Successor liability is not just a fear of an acquiring company, it can be and sometimes is a real and significant cost of completing an acquisition. Proper pre-acquisition due diligence can uncover many of the risks in the anti-corruption area, often in ways that can be remedied before a transaction closes and sometimes in ways that can impact the purchase price or indemnification terms of a purchase agreement. And it may provide a useful defense if problems surface later. Keeping the level of pre-acquisition due diligence both manageable and commensurate with the size of the transaction requires experience, risk analysis and balance. Explore the best practices for M&A anticorruption due diligence with a panel of experienced forensic auditors, and in-house and outside counsel. 12:00 p.m. The Nuts and Bolts of Internal Corporate Investigations: How the Experts Do It. Panelists: Colleen A. Conry, Alice S. Fisher, Christopher A. Wray and George J. Terwilliger, III Moderator: William N. Shepherd Not all internal corporate investigations are cut from the same cloth, but despite their differences, more than ever, prosecutors, regulators, clients, Boards, and other stakeholders expect for these investigations to be woven from the fine yarn of promptness, thoroughness, and expertness. The demand for high-quality internal investigations is now the standard – not the exception – and for good reason: A serious misstep along the way can prove disastrous. It can mean the difference between a declination or indictment, a media frenzy versus a sound bite, or an expensive class-action follow-on lawsuit versus a successful motion to dismiss. When the stakes are this high, there is no room for error or on-the-job training. This panel tells all about how they each conduct first-rate internal corporate investigations. Topics to be covered: • When to conduct an investigation and who should oversee it. • How to draft a work plan and budget that efficiently maximizes resources, but also reflects the seriousness of the allegations. • Best practices and the use of new technology to collect and review documents. • Key pitfalls in conducting witness interviews. • Knowing when to stop and when to keep investigating. • Drawing conclusions and taking corrective actions. • The pros and cons of self-reporting. 1:30 p.m. Adjourn Agenda subject to change without notice. Registration CEN3FCP

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