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International Client Advisory up Close with the SEC and DOJ: Tackling the Most Pertinent Anti-Corruption Compliance Questions

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International Client Advisory up Close with the SEC and DOJ: Tackling the Most Pertinent Anti-Corruption Compliance Questions International Client Advisory Up Close with the SEC and DOJ: Tackling the Most Pertinent Anti-Corruption Compliance Questions 03.26.14 On March 20, 2014, Miller & Chevalier's Dave Resnicoff moderated an interactive panel with Jeffrey Knox, Chief of the Fraud Section for the U.S. Department of Justice (DOJ), and Charles Cain, Assistant Director, Foreign Corrupt Practices Act (FCPA) Unit, at the U.S. Securities and Exchange Commission (SEC). The panel was part of Momentum's Global Anti-Corruption Conference at the Monaco Hotel in Washington, DC. Though informal, the discussion was frank and wide-ranging, and we thought it would be helpful to our clients and friends for us to share it. Below is a summary of the panel exchange based on our notes of the discussion. I. PROGRAM & POLICY ISSUES Experience with the FCPA Resource Guide. Now more than a year since publication, what are your views on the impact of the Guide, both internally and externally? In practice, have you received any negative feedback or suggestions for enhancement? Are there plans in this regard? Is there a "Keeper" of the Guide? Mr. Cain: • I think it has been a positive development, both internally and externally. • Externally, anecdotally, I constantly hear from professionals that they find it to be a useful tool in developing their compliance programs, the explanations, hypotheticals and otherwise. It is a useful window into what the government is thinking. It helps them to focus on the critical issues. • Internally, the Guide has been useful as well, particularly for prosecutors with less FCPA-related experience. • I don't expect to see a revision of the Guide anytime soon. I like to think we've covered that ground. And as great a relationship as we have with the DOJ, co-authoring the Guide was a once-in-a- lifetime event. For now we will use speeches and platforms like this conference to supplement the Guide and help get issues out or address new issues. Perhaps we could release a new edition of the Guide in five to ten years. • There is not a keeper of the Guide -- there were two to three of us that worked closely to draft it. Mr. Knox: • There is no keeper of the Guide at the DOJ either. The Guide came out in 2012. Since then, we have had the opportunity to meet with CEOs, CCOs, and other business leaders, etc. By and large, the response has been overwhelmingly positive. From my perspective, the Guide has several © Miller & Chevalier Chartered 655 Fifteenth Street, N.W., Suite 900 • Washington, D.C. 20005-5701 • 202-626-5800 • 202-626-5801 FAX • millerchevalier.com functions. Three things we wanted to achieve: 1. To provide a detailed, comprehensive description of law; 2. To articulate what our priorities are and what they are not; and 3. To give the general public and business community a better sense of how we make charging decisions -- how we exercise our discretion. • In the lead-up to the Guide, there was lot of bad information out there and false impressions given on how we do what we do and what we focus on (e.g., taxi rides to the airport, a cup of coffee). We never did that, and practitioners knew that, but there nevertheless appeared to be a good faith misimpression out there. The Guide helped to dispel that. By and large, it has been very well- received. • The one exception is criticism in the area of declinations. There is a desire among counsel and companies for the DOJ to give greater insight on the number and types of declination decisions it makes and specifics on how. In the past, we have said that we've declined dozens of cases, and in the Guide we gave six examples. But there seems to be a yearning for more. When we have the opportunity to announce declinations, we do, but there is a longstanding policy that we do not proactively publicize declination decisions absent the consent of the companies involved. And 99 times out of 100, companies, unless the issues were somehow publicly disclosed, do not want the discovery of criminal conduct publicized, so it is not something we do. • In terms of disclosing the number of declinations, how many we provide, I personally don't think that number is significant. Sometimes we decline cases because there was no criminal conduct. Other times, it is in recognition of a strong compliance program and cooperation. The number of declination decisions alone isn't really that informative. What you really need are specifics on cases. For that, anonymized discussions can help, but they are fact specific. I think companies would be better off consulting the principles of federal prosecution of business organizations and the factors we rely on in making charging decisions. That is the best you are going to get. Generalized statements will not help much. SEC Whistleblower Program. Upon establishment of the SEC's whistleblower program many Chief Compliance Officers were concerned that the program would undermine the internal reporting and investigation programs that are so central to the functioning of their compliance programs. Now, more than a year down the road, do you see signs that their fear has materialized? Are you seeing complaints not getting raised internally? Have you given thought to keeping metrics on the extent to which SEC whistleblowers have previously reported internally? Mr. Cain: • I have not seen this. In the FCPA context, the tips that have come in thus far have pretty uniformly been raised with the company first. Typically, notifying the SEC is almost the last thing a whistleblower does. Most whistleblowers are not motivated by the payout, they just don't feel their concerns are being taken seriously or do not think the actions taken in response were proper. That is why they bring these issues forward. This may not prove to be the case over time, but that is my experience. I can't think of a situation where a company has said, "We wish they'd come to us first, we hadn't heard of that issue." © Miller & Chevalier Chartered 655 Fifteenth Street, N.W., Suite 900 • Washington, D.C. 20005-5701 • 202-626-5800 • 202-626-5801 FAX • millerchevalier.com • [Regarding keeping metrics on this issue], it is not something we have thought about, but it is something we could consider. To this point, there have been no payouts to a whistleblower in connection with an FCPA matter. We'll have to think about how to keep formal track of such metrics. Regional Offices. In the past few years we've seen greater involvement in FCPA prosecutions by U.S. Attorney's Offices and the SEC Regional Offices. Should we expect that trend to continue? Will we see U.S. Attorney's Offices taking the lead on these cases? Mr. Knox: • I don't see the Assistant U.S. Attorneys (AUSAs) taking the lead. In most cases, we will team up with AUSAs in the most sensible manner. We have a fair number of prosecutors in the Fraud Section's FCPA unit, but it is always great to tap into the resources of the AUSAs and their experience. I've found that the optimal model is to have the Fraud Section prosecutor team up with the relevant AUSA and pursue the case together. As a general matter, we do not farm out FCPA cases, but we often have an equal partnership. • [Whether a partnership is established at inception] is based on a case-by-case assessment. There are times when you have no natural or obvious AUSA partner at the conception of an investigation. In that case, the Fraud Section may hang on to it and collaborate instead with the Federal Bureau of Investigation (FBI) and SEC and, possibly, foreign authorities. If at some point it makes sense to bring an AUSA into the case, we will. It is not likely that we will pursue a case ourselves and then, at the one-yard line, call the AUSA and ask if we can bring the case in his or her district. This rarely happens. Whether we bring the AUSA in on day one or day 90, however, depends on the circumstances. Mr. Cain: • We have been utilizing our regional offices and are going to continue. We have a different model from the DOJ. The DOJ is literally everywhere, whereas we have only six regional offices. Each of those offices, however, has relationships with the local AUSAs in their regions. There is a natural synergy to reach out to the local AUSA they have been working with on other matters through a confluence of events. I think you are going to see a greater partnership between the SEC and AUSAs. II. COMPLIANCE ISSUES Board Involvement. What are your views on the degree to which Board and Audit Committee members should involve themselves in the compliance program? Mr. Cain: • [Proper level of Board involvement] is a complicated question. My personal view is formed from what I've seen in investigations. Some of the companies I've seen with the most successful compliance programs have a Chief Compliance Officer (CCO) who reports to the head of audit committee and an audit committee that is actively interested and engaged. They are not involved in © Miller & Chevalier Chartered 655 Fifteenth Street, N.W., Suite 900 • Washington, D.C. 20005-5701 • 202-626-5800 • 202-626-5801 FAX • millerchevalier.com all compliance decisions, but in terms of tone-setting and culture, they help lead to success. • No examples readily come to mind [in terms of deficient Board involvement].
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