FCPA Compliance and Ethics Blog

July 15, 2011

Branding Your Compliance Project

My “This Week in the FCPA” colleague Howard Sklar often talks about the internal corporate negotiations that a Compliance Department must engage in to obtain funding for compliance projects. Even with the economy on the upswing many corporations are still being extremely conservative on funding, especially for departments which are traditionally viewed as more “overhead” than “revenue generating”. It was therefore with some interest that I recently read an article entitled “Why Everyday Projects Need a Brand (and How to Create One) in the summer 2011 edition of MIT Sloan Management Review. Authors Karen Brown, Richard Ettenson and Nancy Lea Hyer posit that project leaders and project teams who embrace a brand mentality put themselves in a stronger position to achieve their goals.

I believe that this article, and the approach advocated by the authors, will be useful to a Chief Compliance Officer (CCO), or Compliance Department representative who makes a presentation for additional or greater funding for a Compliance Department project to enhance your FCPA compliance program. Whether the proposal is for funding to perform a compliance audit against certain third parties, institute an annual assessment of the compliance function between bi-annual audits, or to provide training for personnel of high risk vendors in the Supply Chain; the article presents a framework for presentations applicable to all.

The authors identify five key stages in the product branding process. They call these stages:  (1) Pitch; (2) Plan; (3) Platform; (4) Performance; and (5) Payoff.

I.                   The Pitch

The Pitch is the project champion’s initial effort to position and sell an idea by persuading the organization’s key decision makers what the project will address. The Pitch requires the project champion to explain why the organization should support the project. Without answers to these ‘why’ questions there can be little hope of the project gaining branding traction. This is true when the project is new or will close a tangible gap. A key is to make the project seem not only compelling but attractive.

II.                The Plan

The Plan represents the project champion’s manner to clarify the goals of the proposal, assigning responsibilities within the project team and developing a communication strategy for delivering the right message to the right people at the right time and place. Here the project champion should take care to involve key stakeholders to ensure feasibility and credibility to senior management. The authors believe that it is important, for the branding process that the Plan does not come out from behind closed doors but is created with transparency.

III.             The Platform

The Platform is the collection of visible activities that comprise the project launch. The authors believe that branding success at this stage depends on the way the initiative is legitimatized to the organization. This makes it important that key leaders in each business unit understand how the project contributes to the overall business strategy of the organization. For the compliance practitioner, this means that the business unit leaders must not only understand that compliance is a key component but also how it will benefit their units. If they are using a large number of high risk vendors, the additional costs leading to additional benefits of compliance should be made clear to them. This should not be over-hyped but a clear statement should be made.

IV.              The Performance

The authors believe that in the context of branding, the Performance represents the manner in which the project leader and the project team communicate information about the project’s delivery, following the official launch. More succinctly, the project team must deliver on the project’s promise, this would include transparency to the stakeholders. This does not mean that any attorney-client privilege must be broken or waived but it is important that the compliance deliverable actually be communicated.

V.                 The Payoff

The Payoff is the culmination of the entire branding project. This should integrate all of the branding steps previously taken. As noted above, if the project was legal in nature, this does not mean that privilege must be waived. However, to the key stakeholders who supported the project and who may have leant their internal company prestige to the project, the project team should show proof of the promised project delivery. There should also be a sharing of the lessons learned. Finally, whatever the outcome, the project team must state why the effort was worthwhile.

Many of us who came to compliance through a corporate legal department simply think that explaining a project logically is sufficient and expect it to be accepted, that is certainly our training. However, in the Compliance Department there may be a greater need to request funding for new project as the parameters of a best practices compliance program expands. This article can provide the compliance practitioner with a clear roadmap of how to request such funds and use the results to build such a best practices program.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 14, 2011

Best Practices During an FCPA Enforcement Action: The Armor Holdings NPA

As reported by the FCPA Blog, Corruption Currents in the Wall Street Journal and numerous others, on July 13, 2011, Armor Holdings Inc., entered into a Non-Prosecution Agreement (NPA) with the Department of Justice (DOJ) to pay a $10.29 million penalty to resolve violations of the Foreign Corrupt Practices Act (FCPA). Contemporaneously, Armor Holdings settled a civil enforcement action brought against the company by the Securities and Exchange Commission (SEC) and agreed to pay a total of $5,690,744 in disgorgement, prejudgment interest and civil penalties in order to resolve the SEC action. These fines and penalties were in conjunction with Armor Holdings series of contracts with the United Nations (UN) for supply of body armor for use in Iraq.

An interesting side note is that the British company BAE Systems, Inc., acquired Armor Holdings but we note that it was in 2007, after the conduct in question took place. Nevertheless, this case has significant implications for the compliance practitioner. We will give some detail to the books and records scheme used by the company to disguise its bribes and then detail some of the factors listed by the DOJ in its Press Release (the NPA is not available as of the posting of this blog). These factors listed by the DOJ clearly show that a sustained, committed effort to cooperate with the DOJ and SEC in the investigation, coupled with a robust remediation program going forward can significantly help a company overcome what may appear to be clear facts which would seem to warrant a criminal penalty, in addition to a civil action.

Distributor Net Accounting

The Scheme

Armor Holdings made sales through certain unnamed third party intermediaries. The contracts were awarded from 2001 through 2006. The accounting basis of the scheme was an accounting system described as “Distributor Net” which was worked by the company to disguise more than $4.3 MM in commissions paid to these third party intermediaries. These third party intermediaries never received title to the goods in question. Under such a sales system, according to US Generally Accepted Accounting Principles (GAAP), Armor Holdings should have recorded the sale to the UN at the full or “gross” sales price – with a separate display of any commission expense for amounts paid to an intermediary.

However, Armor Holdings would send the customer a “gross” invoice, including the sales price of goods sold, plus commission, while internally recording sales at a “net” amount that did not include the commission due to the third party sales intermediary. Thus, amounts received from the customer would be greater than the amount booked internally for a sale, resulting in a credit balance in the customer’s account receivable. Armor Holdings would then transfer the “overpayment” through a series of non-commission accounts before ultimately disbursing it to the third party sales intermediary. These payments to sales intermediaries under the scheme were never recorded as a commission expense on the books and records of the company.

Notice to the Company

As early as March 2001, the company’s outside auditor “emailed comments to certain senior officers, indicating that the “distributor net” practice understated accrued liabilities and accounts receivable; and that the company should record a receivable for the gross amount due, together with an accrual for commissions.” In September, 2005, the comptroller of  “another Armor Holdings subsidiary who had refused to implement “distributor net” at his division advised senior officials at AHP and Armor Holdings of his concern that such accounting was “blown out of the water” by GAAP.” The SEC Complaint noted that even with the admonitions Armor Holdings engaged in “at least 92 transactions from 2001 through June 2007 – resulting in approximately $4,371,278 of undisclosed commissions on the books and records of Armor Holdings, and rendering those books and records inaccurate.”

Non-Prosecution Agreement

As noted above, Armor Holdings was able to negotiate an NPA for these accounting sins. Although the NPA is not currently available, the DOJ did list several factors, in its Press Release announcing the settlement, which led to the NPA. These factors included:

  • Armor Holdings complete voluntary disclosure of the conduct.
  • Armor Holdings internal investigation and cooperation with the DOJ and the SEC.
  • That the conduct took place prior to the acquisition of Armor by BAE.
  • Armor Holdings extensive remedial efforts undertaken before and after its acquisition by BAE.
  • Armor Holdings implemented BAE’s due diligence protocols and review processes.
  • Armor Holdings applied all of BAE’s compliance policies and internal controls to each of its businesses.
  • Armor Holdings had engaged in extensive remediation and improvement of its compliance systems and internal controls.

Armor Holdings also agreed to “enhanced compliance undertakings” in the NPA but we will have to wait until the NPA is released to see what those may be. While the DOJ Press Release noted that Armor Holdings would not be required to retain a corporate monitor, the company had agreed to report to the department on implementation of its remediation and enhanced compliance efforts every six months for the duration of the agreement. Lastly the NPA requires that Armor Holdings continue to implement rigorous internal controls and that it cooperate fully with the department.

The clear import of this NPA is that a company can come back from the edge of the abyss through thorough and sustained cooperation with the DOJ. Armor Holdings had 92 separate instances of disguising bribes yet was able to obtain a NPA. The lesson learned is clear: self-disclose, clean house, remediate and implement a best practices compliance program and your company may well be able to extricate itself without landing on the “Top Ten of All Time FCPA Settlement List”.

View the DOJ’s July 13, 2011 Press Release here.

View the SEC’s Litigation Press Release here.

Download the SEC’s civil complaint against Armor Holdings here.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 13, 2011

Fostering Compliance Across Your Company

In the July-August issue of the Harvard Business Review, in an article entitled “Are You a Collaborative Leader”, authors Herminia Ibarra and Morten Hansen discuss how great Chief Executive Officers (CEOs) keep their teams connected. The authors’ basic thesis is that the hyper-connected business world of today demands a leadership style which harnesses the power of connections. I found that the article had some excellent suggestions for the compliance practitioner regarding communication with employees outside the Compliance Department and indeed throughout the world. The authors had five general points which I believe, if incorporated into your overall compliance program, will strengthen it by increasing communication and cooperation with the compliance department.

I. Play Global Connector

My colleague, Mary Jones, often talks about her experiences in going out across the globe to perform training. This experience also has the great benefit of allowing her to meet the business development people in the field, to put a name with a face and talk privately with persons away from the dreaded ‘home office’. The authors state this type of person as a “connector” who gets out in the field makes themself personally known. Connectors want to find out what people think and why they think that way. Sitting in the home office and waiting for the phone to ring is not always the best way to determine this. You have to get out in the field to gain credibility but to also be known as the person in the compliance department that someone in the Far East (or Middle East or Central Asia-name your location) can call anytime with an issue.

II. Engage People at the Periphery

As much as companies try to make all employees conform to one compliance program across the world, it is simply not possible to do so. This does not mean that bribery and corruption is acceptable in some places but not in the US (or the dreaded ‘it’s just the way business is done here’ syndrome). Customs and relations are different across the globe. There needs to be some cultural sensitivity. As a compliance officer you can be firm about upholding your overall compliance goals but do it in a much more sensitive manner than simply saying that is the policy and you had better follow it. I once heard a Chief Compliance Officer (CCO) answer a question about how he explained to an Vietnamese employee about how corruption in his country hurt everyone and the company’s compliance policy was one way in which the employee could ‘move the ball forward’ regarding bribery and corruption.

III. Leadership at the Top

The authors define this as “depoliticizing senior management so that executives are rewarded for collaborating rather promoting their individual agenda.” The clear reason this is important is that in the area of compliance, as with all other areas, tone at the top is critical. If compliance is seen as valued at the top, it will cascade down. Every compliance officer knows that without the support of top management, a compliance program is doomed to failure. This also means that the goals of compliance need to be incorporated into overall leadership goals. If goals are simply performance based, employees will understand that is what the company values. In other words if senior management only talks the compliance talk but grades everyone on quarterly perform, guess what employees will understand is important.

IV. Show a Strong Hand

This translates into allowing employees across the organization to make first-line compliance decisions, after appropriate training. While a company can centralize all compliance functions in the US home office (remember the dreaded‘home office’ scenario); if the compliance department can get out into the field and train, it will make the organization more agile in compliance. Compliance leadership should assign clear rights and responsibilities to employee sponsors or advocates but allow them to do their jobs without watching over them or second guessing every decision. The point of decentralizing is to do just that but do not require that every decision be committed to death or agonized over. There is plenty of time for that with much bigger compliance decisions.

V. Loosening Control without Loosing Control

Collaboration does not necessarily mean consensus. The power of this model is to allow a wide range of views across different silos within the company. As with point IV above, you can make a decision when required, but take the company’s pulse. Interconnectivity is certainly a by-word with all international Fortune 500 companies now so take advantage of all of the resources. Even if you cannot get out on the road or head over to China when a question or issue arises in China, you can tap into those resources which you have cultivated through connectivity.

Even after such a decision is made, be sure to follow-up with your connected resources. Now is the time to get out of the home office to visit your foreign in-country connections. This demonstrates a clear commitment to the persons involved and also demonstrates to all the employees around them that compliance views them as resources which the compliance department will tap into.

The clear thesis of this article is to connect with employees outside of your Compliance Department to assist you. If you do so, these connections will be some of your strongest advocates to do business the right way in your company.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.
© Thomas R. Fox, 2011

July 12, 2011

Corporate Social Responsibility and the FCPA

I was surprised to see the continuing the defense of the Foreign Corrupt Practices Act (FCPA) in publications normally thought of as pro-business. On July 1, authors Amol Mehra and Ajoke Agbool published an article in Forbes.com entitled, “The Corporate Responsibility to Prevent Corruption.” This article followed two articles in the Wall Street Journal (WSJ) from the previous week which discussed the positive effects of the FCPA. In the Forbes.com article, the authors focused on a company’s corporate social responsibility to refrain from engaging in bribery and corruption.

The authors began their piece on the recent Deferred Prosecution Agreement involving Johnson and Johnson (J&J). However, rather than concentrating on the specifics of the FCPA violative actions engaged in by J&J, the authors reviewed the J&J conduct in light of J&J’s own stated Corporate Social Responsibility (CSR) Policy, which the authors quoted as:

We must provide competent management and their actions must be ethical. We are responsible to the communities in which we live and work and to the world community as well.  We must be good citizens – support good works and charities and bear our fair share of taxes.

The authors noted that the actions of J&J which were found to violate the FCPA involved bribery in several countries in Eastern Europe. This corruption was disconnected from their stated company CSR Policy.

The authors went onto state that company compliance programs should not simply be seen as a means of reducing liability and risk; they are also critical components of a company’s CSR Policy. The reality is that corruption should and does have its costs, and not just in situations where companies get caught. Bribery distorts competition and rewards those who cannot compete in an open and fair market. In his prepared statement before the recent House Judiciary Committee hearing on the FCPA, Department of Justice (DOJ) representative Greg Andres stated:

Corruption undermines the democratic process, distorts markets, and frustrates competition.  When government officials, whether at home or abroad, trade contracts for bribes, communities, businesses and governments lose; and when corporations and their executives bribe foreign officials in order to obtain or retain business, they perpetuate a culture of corruption that we are working hard to change.”

The authors cited to the FCPA Legislative History for the statement, “As Congress recognized, bribery “. . . rewards corruption instead of efficiency and puts pressure on ethical enterprises to lower their standards or risk losing business.” Returning to Greg Andres written testimony, he stated: As the FCPA’s legislative history makes clear, “Corporate bribery is bad business. In our free market system it is basic that the sale of products should take place on the basis of price, quality, and service.”

The authors also used examples of US businessmen who see value in the FCPA. After initially noting that if one bribe is given, it sets a negative precedent in which bribes may be expected in order for business to continue. The authors cited the example of Newmont Mining’s Director of Corporate and External Affairs for Africa, who publicly stated:

Newmont’s experience, particularly in Africa, has been that FCPA has been an enormously valuable protective device for us . . . when you have a government person saying . . . ‘we’ll give you that license if you buy us a car or something’ . . . it’s not about ‘look I’m a mean guy and I don’t have value our relationship, and therefore I’m not going to give it to you,’ you say ‘look, there’s a law out there that means I’m going to go to jail if I do that, I’m not going to go to jail for you or anybody else.’

The above example and the one previously reported in the WSJ of Alcoa may be one of the reasons why some business leaders have come out in defense of laws like the FCPA that both incentivize companies to develop compliance programs and punish violators.

Mehra and Agbool argue that a strong internal compliance program should be an integrated part of corporate social responsibility. They believe that businesses should be able to identify and mitigate against bribes and corruption, not only to ensure compliance with the law but additionally to keep markets competitive and to ensure that their activities are benefiting the societies in which they operate. Lastly they note that, “companies need to follow Newmont’s lead and understand that regulations like the FCPA have the potential to be used as a shield, enabling access to areas where corruption is rampant by providing a defensive measure against those seeking bribes.”

The key takeaway from this article and the previous articles in the WSJ is that review of the FCPA must be something more than what we saw in the House Judiciary Committee hearing. Not only did the Representatives who put forward questions fail to cite any examples of the loss of US jobs by US companies because of the FCPA, they completely failed to discuss any of the positive aspects of the FCPA and would barely allow DOJ Representative Greg Andres to respond to any questions on this point. As Mr. Andres said, if companies do not engage in bribery and corruption they do not have anything to worry about with regard to the FCPA. It would appear that some of the country’s more pro-business newspapers and journals are beginning to see the benefits of the FCPA.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 11, 2011

Take Us Up to Warp Speed Mr. Sulu: News Corp, James Murdoch and the FCPA

For those of us science fiction fans who grew up in the 60s, Star Trek was the premier TV show. If you wanted to go somewhere fast, warp speed was about the fastest way anyone knew how to travel. This was at least augmented, but certainly not replaced, in the 70s in Star Wars by going to hyperspace in the Millennium Falcon. I raise all this by way of introduction to the near light speed catapulting from Friday until today of the possible Foreign Corrupt Practices Act (FCPA) issues against News Corp and James Murdoch in conjunction with the claims that (the now former) United Kingdom (UK) newspaper News of the World is alleged to have paid bribes to persons in the police force in the UK.

In a story, initially reported in The Guardian on Friday, July 8 by reporter Dominic Rushe, raised the question of whether James Murdoch or News Corp. could face charges under the FCPA for payments made to the UK police officers for information on stories. Rushe quoted the FCPA Professor, Mike Koehler, to confirm that FCPA jurisdiction would exist based on two factors; first for News Corp, as it is a US corporation, and “second, perhaps more importantly, the act requires that payments to government officials need to be in the furtherance of ‘obtaining or retaining’ business. If money is being paid to officials, in this case the police, in order to get information to write sensational stories to sell newspapers” this would also be the basis for jurisdiction.

Later that day, Sam Rubenfeld, writing in the Wall Street Journal (WSJ), also discussed the possibility of FCPA allegations against News Corp. Rubenfeld quoted James Tillen, the coordinator of Miller Chevalier’s FCPA & International Anti-Corruption Group, about another facet of the FCPA, the books and records provisions. Tillen said, “It would be more likely that News Corp. could get caught up by the law’s books-and-records provisions, which have a longer extraterritorial reach than do the FCPA’s anti-bribery sections. For example, if the alleged payments to police were not properly recorded, that would be a violation of the FCPA”.

On Saturday, July 9, Peter Cohan, writing in Forbes.com, raised the issue of corporate governance at New Corp. He wrote, if evidence surfaces that connect James Murdoch to the any of the illegal payments directly, then he could be on the hook, for FCPA violations. Cohan also speculated that emails detailing some of the transactions at issue may have been destroyed when he stated, “News Corp. has allegedly been involved in destroying documents”.

By the next day, Sunday, July 10, the story had spread into other newspapers which went in yet another direction, that being the exposure of James Murdoch. As reported by Christopher Hope, Katherine Rushton and Raf Sanchez, The Telegraph and Robert Peston, in the BBC-mobile edition, raised the issue of whether James Murdoch authorized payments to persons whose cell phones had been hacked, “could leave him vulnerable to prosecution under anti-snooping legislation. Alan Johnson MP, the Labour home secretary from June 2009 to May 2010, suggested that Mr. Murdoch could be charged under the Regulation of Investigative Powers Act 2000, which covers the “criminal liability of directors”.

The speed of all of the above is simply amazing. If you are on the Board of Directors of the parent entity of News Corp., you may not have even had time to retain FCPA counsel before all of this has been in the press. If you haven’t I suggest you consult Howard Sklar’s blog, entitled “Getting Advice” on who to hire when it’s really, really, really bad (as in now for News Corp):

I’d call in one of the “deans” of the FCPA bar: Dan Newcomb (Shearman), Roger Witten (WilmerHale), Homer Moyer (Miller Chevalier), Marty Weinstein (Willkie), Joe Warin (Gibson Dunn), someone like that. They’re expensive, but you’re going to need them…If you’re in a situation and want to know what the DOJ’s reaction is going to be, there is really only one person to call. And if you have to ask me who, you’re in over your head. (It’s Mark Mendelsohn at Paul Weiss).

The reality is that it is really bad now already and it’s time for the best FCPA counsel you can find. On the other hand, it may be time to invoke another classic line from Star Trek, beam me up, Scotty

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.
© Thomas R. Fox, 2011

July 8, 2011

Opinion Release 11-01: A Good Reason To Do Some Research

The first Opinion Release of 2011 is out, No. 11-01, and it certainly may leave compliance practitioners scratching their heads. However, this collective head scratching is not because the Opinion Release is so difficult to understand and has no application to the everyday business of compliance, but for a polar opposite reason – the question posed to the Department of Justice (DOJ) is so straight-forward, and has been previously asked and answered, that it is difficult to understand how any first year compliance practitioner did not know the answer to it. So while I generally try not to skewer such matters the way my ‘This Week in the FCPA’ colleague Howard Sklar occasionally does, I do have to admit to some befuddlement.

The background facts are as follows: a US Company wants to bring some foreign governmental officials over to the US to learn more about the US Company in question. The foreign government selected the officials to travel, the travel is economy class and it involves no WAGs (wives and girlfriends). The trip is scheduled to be for two days and the US Company will pay all the vendors, airlines, hotels, local transportation and food service providers directly. No cash will be provided to the traveling officials and any gifts will be branded and of nominal value.

Based upon all of these representations the DOJ indicated that it would take no enforcement action. So why am befuddled by all this? For the same reason that Howard Sklar noted in his blog posting entitled, “Gifts and Opinion Release” which is that “any reasonably competent anti-corruption compliance officer could have given them [the answer] on day 1. This tells me that the Company does not have reasonably competent compliance personnel. This is a question that should never have gone to the DOJ.”

With my bewilderment in mind, I decided to review the underlying Opinion Releases discussed in 11-01. Based upon re-reading these I thought it might provide a good opportunity to discuss this area of a compliance program.

A. Opinion Releases

In 2007, the DOJ issued two Foreign Corrupt Practices Act (FCPA) Opinion Releases which offered guidance to companies considering whether to, and if so how to, incur travel and lodging expenses for government officials. Both Opinion Releases laid out the specific representations made to the DOJ, which led to the Department approving the travel to the US by the foreign governmental officials. These facts provided strong guidance to any company which seeks to bring such governmental officials to the US for a legitimate business purpose.

07-01

In Opinion Release 07-01, the Company was desired to cover the domestic expenses for a trip to the US for a six-person delegation of the government of an Asian country for an educational and promotional tour of one of the requestor’s US operations sites. In Opinion Release 07-01 the representations made to the DOJ were as follows:

• A legal opinion from an established US law firm, with offices in the foreign country, stating that the payment of expenses by the US Company for the travel of the foreign governmental representatives did not violate the laws of the country involved;
• The US Company did not select the foreign governmental officials who would come to the US for the training program;
• The delegates who came to the US did not have direct authority over the decisions relating to the US Company’s products or services;
• The US Company would not pay the expenses of anyone other than the selected official;
• The officials would not receive any entertainment, other than room and board from the US Company;
• All expenses incurred by the US Company would be accurately reflected in this Company’s books and records.

The response from the DOJ stated: “Based upon all of the facts and circumstances, as represented by the requestor, the Department does not presently intend to take any enforcement action with respect to the proposal described in this request. This is because, based on the requestor’s representations, consistent with the FCPA’s promotional expenses affirmative defense, the expenses contemplated are reasonable under the circumstances and directly relate to “the promotion, demonstration, or explanation of [the requestor's] products or services.”

07-02

In Opinion Release 07-02 the Company desired to pay certain domestic expenses for a trip within the US by approximately six junior to mid-level officials of a foreign government for an educational program at the Requestor’s US headquarters prior to the delegates attendance at an annual six-week long internship program for foreign insurance regulators sponsored by the National Association of Insurance Commissioners (NAIC).

In Opinion Release 07-02 the representations made to the DOJ were as follows:
• The US Company would not pay the travel expenses or fees for participation in the NAIC program.
• The US Company had no “non-routine” business in front of the foreign governmental agency.
• The routine business it did have before the foreign governmental agency was guided by administrative rules with identified standards.
• The US Company would not select the delegates for the training program.
• The US Company would only host the delegates and not their families.
• The US Company would pay all costs incurred directly to the US service providers and only a modest daily minimum to the foreign governmental officials based upon a properly presented receipt.
• Any souvenirs presented would be of modest value, with the US Company’s logo.
• There would be one four-hour sightseeing trip in the city where the US Company is located.
• The total expenses of the trip are reasonable for such a trip and the training which would be provided at the home offices of the US Company.

As with Opinion Release 07-01, the DOJ ended this Opinion Release by stating, “Based upon all of the facts and circumstances, as represented by the Requestor, the Department does not presently intend to take any enforcement action with respect to the planned educational program and proposed payments described in this request. This is because, based on the Requestor’s representations, consistent with the FCPA’s promotional expenses affirmative defense, the expenses contemplated are reasonable under the circumstances and directly relate to “the promotion, demonstration, or explanation of [the Requestor's] products or services.” 15 U.S.C. § 78dd-2(c)(2)(A).

B. Travel and Lodging for Governmental Officials

What can one glean from these two 2007 Opinion Releases? Based upon them, it would seem that a US company can bring foreign officials into the US for legitimate business purposes. A key component is that the guidelines are clearly articulated in a Compliance Policy. Based upon Releases Opinions 07-01 and 07-02, the following should be incorporated into a Compliance Policy regarding travel and lodging:
• Any reimbursement for air fare will be for economy class.
• Do not select the particular officials who will travel. That decision will be made solely by the foreign government.
• Only host the designated officials and not their spouses or family members.
• Pay all costs directly to the service providers; in the event that an expense requires reimbursement, you may do so, up to a modest daily minimum (e.g., $35), upon presentation of a written receipt.
• Any souvenirs you provide the visiting officials should reflect the business and/or logo and would be of nominal value, e.g., shirts or tote bags.
• Apart from the expenses identified above, do not compensate the foreign government or the officials for their visit, do not fund, organize, or host any other entertainment, side trips, or leisure activities for the officials, or provide the officials with any stipend or spending money.
• The training costs and expenses will be only those necessary and reasonable to educate the visiting officials about the operation of your company.

Incorporation of these concepts into a compliance program is a good first step towards preventing any FCPA violations from arising, but it must be emphasized that they are only a first step. These guidelines must be coupled with active training of all personnel, not only on the Compliance Policy, but also on the corporate and individual consequences that may arise if the FCPA is violated regarding gifts and entertainment. Lastly, it is imperative that all such gifts and entertainment are properly recorded, as required by the books and records component of the FCPA.

It is always good to review the parameters of your compliance program. However, whoever the compliance officer is at the US Company which requested Opinion Release 11-01, next time do some research. If you do not know how to research DOJ Opinion Releases, it is a straight-forward exercise. You can go to the DOJ, Fraud Section, FCPA website and look for “Opinion Procedure Releases”. If the answer is already out there, do not waste your company’s money and the DOJ’s time by asking a question to which every compliance practitioner knows the answer to or is readily accessible in the public domain.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 7, 2011

Can a Libyan Rebel Be a Foreign Governmental Official under the FCPA?

What should a company do if it has done, or is on the verge of doing business in Libya? This is not a rare question here in Houston, the self-proclaimed “Energy Capitol of the World.” Many energy companies were faced with this issue beginning in March and continuing through to the present date. While there are perhaps Foreign Corrupt Practices Act (FCPA) issues regarding US entities which conducted business with the Libyan Sovereign Wealth Fund, another potential FCPA issue caught my eye recently. The said issue was published in the July 6, 2011 edition of the Wall Street Journal (WSJ) by reporters Christopher Rhoads and Neneda Salvaterra entitled, “Prolonged Libya War Puts Defected Diplomats in Limbo”.

The article discussed some of the travails of Libyan diplomats who either resigned their positions in the Libyan government or have defected since the conflict arose in the country earlier this year. The article reports that some have acted to support the rebels. So I began to wonder, can a person be a Foreign Governmental Official when  the persons they are assisting, the Libyan rebels, are not recognized as the national government of a country.

Even if a government is under economic sanctions by almost every country in the world that does not necessarily mean that it is not the government of that country. However, as pointed out in the WSJ article, many of the former Libyan diplomats are carrying on activities which would seem to be governmental in nature. Here in the United States, former diplomats are helping to unfreeze certain Libyan assets and are working on asylum cases for Libyan citizens. Some diplomats are working to obtain diplomatic recognition for rebels, while others are still actively working at the United Nations.

Also what about the oil refineries which are in rebel control? If they were assets of the Libyan National Oil Company before the revolt do they remain State Owned Enterprises, or “instrumentalities thereof” under the FCPA? What about the rebels who may be negotiating to sell some of the oil to finance the revolt, are they foreign governmental employees? So once again, inspired by the FCPA Professor, we pose these questions in light of the two federal district court opinions, from earlier this spring, on whether a State Owned Enterprise is covered by the FCPA? Initially we will review the courts’ opinions to see if they provide any guidance.

 a.      Lindsey Manufacturing

The court in Lindsey Manufacturing pointed to various characteristics of foreign government ‘instrumentalities’ that would provide coverage under the FCPA. The court listed five non-exclusive factors:

•           The entity provides a service to its citizens, in many cases to all the inhabitants of the country.

•           The key officers and directors of the entity are government officials or are appointed by government officials.

•           The entity is financed, at least in large measure, through governmental appropriations or through revenues obtained as a result of government-mandated taxes, licenses, fees or royalties, such as entrance fees to a national park.

•           The entity is vested with and exercises exclusive or controlling power to administer its designated functions.

•           The entity is widely perceived and understood to be performing official functions.

In Lindsey Manufacturing the foreign governmental entity at issue was the Mexican national electric company CFE. The trial court found that the entity had all of the characteristics listed in the five non-exclusive factors. It was created as a public entity; its governing Board consisted of high ranking government officials; CFE described itself as a government agency and it performed a function that the Mexican government itself said was a government function, the delivery of electricity.

b.      Carson

 In the Carson case, the court denied the “foreign official” challenge ruling that “the question of whether state-owned companies qualify as instrumentalities under the FCPA is a question of fact.” The court cited the following factual inquiries to determine whether a business entity constitutes a “government instrumentality” including:

(1)   The foreign state’s characterization of the entity and its employees;

(2)   The foreign state’s degree of control over the entity;

(3)   The purpose of the entity’s activities;

(4)   The entity’s obligations and privileges under the foreign state’s law, including whether the entity exercises exclusive or controlling power to administer its designated functions;

(5)   The circumstances surrounding the entity’s creation; and

(6)   The foreign state’s extent of ownership of the entity, including the level of financial support by the state (e.g., subsidies, special tax treatment, and loans).

The Court specifically noted that the factors were non-exclusive and no single factor is dispositive. Later, in its opinion, the court added additional guidance with the following, “Admittedly, a mere monetary investment in a business by the government may not be sufficient to transform the entity into a government instrumentality. But when a monetary investment is combined with additional factors that objectively indicate that the entity is being used as an instrumentality to carry out governmental objectives that business entity would qualify as a governmental instrumentality.” Lastly, as it is a factual inquiry, the question will go to the jury.

It would certainly appear that the Libyan rebels business interests do not fit either definition as set out above. However, it may be that the rebels are simply now the operators of the Libyan National Oil Company. So unlike the FCPA Professor, and Socrates, I do not know the answer, all I have is questions, questions and more questions…

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 6, 2011

Inbound Corruption and the UK Bribery Act

The UK Bribery Act, as hopefully everyone is aware by now, became effective last Friday, July 1. Most compliance practitioners are keenly aware of its application to UK based companies or subsidiaries for bribery of governmental officials and private parties. Many companies have understood that these types of activities are illegal under the Foreign Corrupt Practices Act (FCPA) in connection with foreign governments and foreign governmental officials and some companies focused on these types of schemes when they involve private, non-governmental actors. However, the Bribery Act prohibitions apply to inbound schemes that involve bribery as well. These include bribery of a UK company or subsidiary’s employees. Most companies focus on the outbound schemes so we thought it might be a propitious time to review the different types of fraud schemes that that might be covered by the Bribery Act for inbound actions.

In her book “Expert Fraud Investigation: A Step-By-Step Guide” Tracy Coenen details several types of fraud investigations. In addition to the book as a useful tool for the fraud examiner, Coenen also provides the lay person with a general discussion of the types of corruption schemes a company may face and how best to prevent them. As well as outright bribery there are several types of inbound corruption; including kickbacks, extortion, conflict of interests, and related party transactions as examples of corruption which can involve a payment to obtain an advantage, receive preferential treatment, or force certain preferential actions.

Kickbacks

 Kickbacks occur when a company overpays for goods or services and then remits all or part of the overpaid amount back to the perpetrator. This can be affected by the person in charge of the overall bidding process. However, it can extend down into any other employees involved in the approval process such as employees in production, engineering or quality control. So, similar to bribery, there can be more subtle forms of kickbacks and such forms can include the substitution of inferior components into an overall product while charging the higher price to the end-user/purchaser. Kickbacks can also include irregularities in pricing and quality throughout a project. Even if inferior quality goods are not substituted, an irregular price can inflate the cost of goods paid for by a company.

Extortion

 Extortion is in many ways the mirror image of bribery. Whereas with a bribe, something of value is given to obtain a benefit, with extortion, a payment is demanded. While such demand can be made to obtain a benefit, such as to allow a company to go forward in a bidding process; extortion can also be made to prevent injuries to persons and damage to physical facilities. While not nearly as common as bribes, there are cases where extortions have been made and money paid based upon the threats.

Conflict of Interest

 Many people do not think of conflicts of interest when considering a corruption scheme. Nevertheless, if an employee, executive, or owner of a company has an undisclosed interest in an entity with which his company is doing business, the situation can present a conflict of interest. In the conflict of interest scheme, the employee, executive, or owner may be able to influence the company decision making process in order to send business to the other entity. This conflict of interest may be broader than simply directly involving an employee, executive or owner; it can extend to wives, children and other family members who stand to benefit from any such undisclosed interest.

Related Third Party Transactions

 Many compliance practitioners do not consider transactions with third parties as part of an overall fraud scheme. However, if the third party transactions are not conducted in an arms-length manner, this may well be indicia of an overall fraud scheme. Problems can arise when the related parties have a special advantage in doing business with a company and when that special advantage harms the company through increased costs, decreased revenue or other concessions.

In addition to the types of schemes listed in the categories above, Coenen lists several different types of such transactions. They include:

Extending credit to a company which would not otherwise be so entitled;

  • Writing off accounts receivables with no legitimate business reason;
  • Doing business with a small or one-man shop with no physical assets or simply a post office box for an office;
  • Engaging in consulting agreements where no substantive work is done for payments received;
  • A consultant who engages in extensive ‘market research’ in foreign countries with little to no tangible work product; and
  • Concealing the existence of direct or indirect ownership in entities with which a company is doing business.

So what can a company to do combat inbound bribery and corruption? The techniques will be familiar to the compliance practitioner; they include ongoing monitoring programs of both accounts and transactions, through robust internal controls. It is also recommended that there be an anonymous reporting hotline through which employees can alert management of such activities without fear of supervisor retaliation. However, the most important form is that management set the correct ‘Tone at the Top” that such fraudulent activity within the company will not be tolerated.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

 © Thomas R. Fox, 2011

July 5, 2011

Toyota Quality Control and a Best Practices Compliance Program

In an article in the summer 2011 issue of the Sloan Management Review, entitled, “What Really Happened to Toyota?”, author Robert Cole explored the recent problems of the company and whether these difficulties “throw its legendary manufacturing model into question?” The commentary has some interesting implications for the compliance practitioner who works for a company with a global foot print such as Toyota and discusses  some key components of a best practices compliance program such as:

I.                   Know Your Suppliers

After noting the recall of automobiles that Toyota has engaged in over the past couple of years, Cole reviewed how the Toyota brand had become synonymous with quality. One of the key components is a program entitled ‘Total Quality Control” (TQC).  In this program Toyota works together with its suppliers to improve methodologies for its component products. The TQC model embedded quality into Toyota’s production system up and down the Supply Chain. Additionally, through the program, Toyota was able to understand the critical link between quality and profit through high customer satisfaction. This TQC program has been embraced by numerous US companies, including Toyota’s US auto manufacturing rivals.

However, when it comes to compliance, many companies either fail to embrace this concept or worse yet, do not understand how this concept is interwoven into an overall compliance program. Indeed, one of the perceived banes of compliance is that a company is responsible for the actions of its suppliers. Nevertheless if companies would follow the Toyota model for suppliers and understand that suppliers are a critical component of an overall compliance program it becomes much easier to understand how the Toyota TQC model can and should be used as a guidepost for the Supply Chain and compliance.

Part of Toyota’s quality problems can be traced to moving away from this TQC model.

II.                The Compliance Oversight Committee

Another key component of Toyota’s overall quality program was a high-level oversight committee which had been set up to deal with quality issues in 2005. This oversight committee was made up of persons across functions within the company and had the power to deal with issues outside of typical bureaucratic silos. Unfortunately for Toyota, this oversight committee was disbanded in 2009, immediately before the significant recalls began. Cole reports that the reason for the disbanding of the oversight committee was that “management had come to believe that quality control was a part of the company’s DNA and therefore they didn’t need a special committee to enforce it.”

The Oversight Committee is a key component of any best practices compliance program. Not only should be used for reviewing and managing traditional high risk areas such as third party business representatives; a company can create such committees for other high risk issues particular to a company. Witness the recent Johnson & Johnson (J&J) Deferred Prosecution Agreement and its “Enhanced Compliance Obligations”. In these Enhanced Obligations J&J agreed to establish “a “Sensitive Issue Triage Committee” to review and respond to any such [Foreign Corrupt Practices Act] FCPA issues as may arise.” Just as Toyota placed an additional premium on quality, at least up until 2009, by the establishment of a company-wide committee to deal with quality, J&J has one for FCPA issues. This is precisely the type of rigor which should be included in a best practices compliance program.

However, Toyota disbanded the committee because it felt as if the issue of quality had been embedded sufficiently within the organization. While certainly it does not appear that was the case, there is another consequence of disbanding such a visible sign of a management commitment. Perhaps Toyota employees saw the disbanding of the committee as a sign that management no longer held quality in such a high regard. If that is a valid interpretation, the lesson learned for J&J, or any other company which may implement a compliance oversight committee, is to keep such a committee in place as a backup in case a compliance issue is raised or even slips through the cracks.

III.             Don’t Let Growth Overwhelm You

Another point discussed by Cole in his article is that Toyota almost doubled its overall global market share in a little over 10 years and this caused sales to grow “faster than the company could manage.” This changed the traditional order of priorities within the company: growth now became paramount over quality. Previously the company had been conservative, even cautious about growth.

However, this growth was pursued while not fully assessing or even appreciating the risks involved. Cole reported that Toyota moved to expand production into new markets. This meant that there were many new vendors in the Supply Chain that did not receive the rigorous due diligence and training into the Toyota philosophy regarding quality. The company also hired huge numbers of new contract employees who did not receive the same training as previously hired employees. Lastly organizational incentives became skewered towards growth and not quality.

IV.              Lessons for the Compliance Practitioner

The growth experienced by Toyota can also be a clear lesson for the compliance practitioner. Compliance must be rigorously implemented and continued for a company to succeed in its overall anti-corruption and anti-bribery policies. The Toyota TQC model served it well until the rigor surrounding it was reduced. This model inculcated quality throughout vendors in the Supply Chain. As its rigor was reduced due to the replacing emphasis on sales, the quality of Toyota’s product dropped. A company must continue to push compliance throughout its Supply Chain.

Compliance Committees which can serve to escalate compliance issues before they become violations of the FCPA or UK Bribery Act are becoming a part of a best practices compliance program. If a company decides to disband such a committee it must clearly perform rigorous audits or place such safeguards in place to send a message to both vendors in the Supply Chain and employees that compliance is still held in the highest regard by the company.

Lastly, if a company wants to move forward with an aggressive growth model, it should assess the risks of doing so. For Toyota, such a risk assessment might have demonstrated that quality might suffer through the increased use of new vendors. For the compliance practitioner, these risks might also be that new vendors in the Supply Chain need full and complete compliance training, that contract employees need the same compliance training as full-time employees and new vendors in the Supply Chain need rigorous screening through a robust due diligence process to not only identify Red Flags regarding corruption but to help educate new vendors that your company takes compliance very seriously.

Cole’s article is a very good starting point to demonstrate that when a company leaves it core values, the consequences can be quite severe. If your company has compliance as a core value, it must continue to assess, refine and implement new compliance strategies as business strategies evolve.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

July 1, 2011

Head ‘Em Up and Move ‘Em Out-the Bribery Act Becomes Effective

Well it’s been a long ride but it’s here. The UK Bribery Act is effective as of today. It seems like it has been more like herding cats than herding cattle. Just where is Rowdy Yates when you needed him? The Bribery Act has been the subject of a veritable multitude of commentary and, as with all commentary, some is of value and some is, well, just commentary. For what it’s worth, on this day of effectiveness, I add my thruppence worth of commentary.

Who’s On First?

As written in the FCPA Blog, in a post entitled, “The Coming Chaos in Global Enforcement”, there will certainly be a world-wide focus on anti-bribery and anti-corruption. Even if the Bribery Act is not “the FCAP on steroids” it does portent a growing trend towards multiple jurisdictions prosecuting bribery and corruption. There will certainly be cooperation between jurisdictions. The FCPA Blog quoted Serious Fraud Office (SFO) Chief  Richard Alderman who said the following:

It is important that the enforcement authorities liaise closely together so that there can be an overall resolution subject to the decisions of the courts in each jurisdiction. These issues are best left to the authorities in each jurisdiction and the courts.

Don’t Get Picked Off First

While we may not know what the future may portend, I can say with some degree of certainty that you do not want to be the first company which the SFO brings bribery or corruption charges against. If this happens, your company will probably face a very difficult time as the SFO will want to make a name for itself with a highly public and highly publicized enforcement proceeding. And remember, if your company thinks it may have reached a settlement or even the British equivalent of a Deferred Prosecution Agreement (DPA) with the SFO, it still must be accepted by the UK Courts, which hold the sentencing prerogative near and dear to their hearts. You certainly do not want to the first to test the boundaries of what the British judiciary will accept.

Watch for High Heater-it might be aimed at your head

Writing in thebriberyact.com, in a post entitled “BREAKING: We forecast it in March – SFO confirms involved in US sovereign wealth fund probe” our colleagues Barry Vitou and Richard Kovalevsky QC, discussed the announcement that the SFO would be joining the US Securities and Exchange Commission (SEC) in investigating those companies which do or did business with Sovereign Wealth Funds (SWF) or are private equity companies. I would put my money on a “high hard one” towards private equity because what may look like reorganization of companies, by taking majority ownership and eliminating managerial inefficiencies to private equity, may look like cutting back or not taking compliance seriously to a regulator.

Adequate Procedures-Rollin’ Rollin’ Rolling; Keep Those Doggies Rollin’

As was pointed out in the US House Judiciary hearing last month, the Bribery Act has an affirmative defense called ‘Adequate Procedures’ which the Foreign Corrupt Practices Act (FCPA) does not. However, there are many unanswered questions about ‘Adequate Procedures’. Mike Volkov, in a post entitled, “T-Minus 32 hours and Counting — The UK Bribery Act Becomes Effective” detailed some of these unanswered questions

How will the defense to a corporate charge for failing to prevent a foreign bribery offense actually operate? What kinds of evidence will companies be allowed to offer? Will acts of compliance, actual law-abiding conduct, be allowed or an overall presentation of the anti-corruption program and the compliance successes?

What I believe is that a company should following the Six Principles of an ‘Adequate Procedures’ program; or the OECD Good Practices; or the Department of Justice best practices as it has set out in every DPA since last summer. The point is to begin moving forward with a written compliance program and then implementation. I believe that the SFO wants to see concrete steps made in good faith to set up a “proportionate” compliance program tailored to your company’s risk profile based upon the risk assessment you have performed.

If you have not panicked as yet – don’t. But if you have not started to implement a compliance solution that will put your company in compliance with the Bribery Act – the effective date of July 1 would seem like a good time to begin.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2011

« Previous Page

Customized Rubric Theme Blog at WordPress.com.

Follow

Get every new post delivered to your Inbox.

Join 4,201 other followers