The Compliance Integration Risk Assessment

For the want of a nail, the horse was lost. For the want of a horse, the message was lost. For the want of a message, a battle was lost. For the want of a battle, a kingdom was lost. All for the want of a nail.

Many compliance practitioners are aware of the Johnson & Johnson (J&J) Deferred Prosecution Agreement (DPA), which contained “Enhanced Compliance Obligations” including those around mergers and acquisitions (M&A). While many have focused on the ‘safe harbors” of compliance training within 12 months and a full Foreign Corrupt Practices Act (FCPA) audit within 18 months, there are other requirements that the compliance practitioner needs to consider, in the compliance context, in the post-acquisition phase. Today we consider the post-acquisition risk assessment and note that the above quoted ancient adage holds true today, particularly in the area of risk assessment related to the integration of compliance in an acquisition. This issue was recently explored in the Houston Business Journal by Connie Barnba, in her Mergers & Acquisition column, in an article entitled “Risky details are the devil when marry business operations”.

In her article Barnba advises, “When it comes to integration plans, the devil is always in the risk-related details with one or more overlooked items starting an accelerating chain of events that results in significant destruction of value.” She goes on to state that the “nail that is frequently mission is an assessment of the integration risks involved” in attempting to execute the business strategy of post-acquisition integration. Nothing could be truer that in the anti-corruption compliance component of M&A transactions.

Barnba recommends a pre-acquisition assessment of risk. Further, such an early assessment will inform the transaction research and evaluation phases. This could include an objective view of the risks faced and the level of risk exposure, such as best/worst case scenarios. A pre-acquisition risk assessment could also be used as a “lens through which to view the feasibility of the business strategy” and help to value the potential target.

Thereafter, this pre-acquisition risk assessment can be used by company management to attain what might be required in the way of integration, post-acquisition. It would also help to inform how the corporate and business functions may be affected. It should also assist in planning for timing and anticipation of the overall expenses involved in post-acquisition integration. These costs are not insignificant and they should be thoroughly evaluated in the decision making calculus.

Recognizing that there is never enough time for perform adequate, pre-acquisition due diligence, there are nevertheless several key areas of risk which you should attempt to assess from the compliance perspective. These areas include:

1.         Review high risk geographic areas where your company and the acquisition target company do business. If there is overlap, seek out your own sales and operational people and ask them what compliance issues are prevalent in those geographic areas. If there are compliance issues that your company faces, then the target probably faces them as well.

2.         Obtain from the acquisition target company a detailed list of sales going back 3-5 years, broken out by country and if possible obtain a further breakdown by product and/or services. You do not need to investigate de minimis sales amounts but focus your compliance due diligence inquiry on high sales volumes in high risk countries.

3.         If the acquisition target company uses a sales model of third parties, obtain a complete list, including Joint Ventures (JVs). It should be broken out by country and amount of commission paid. Review all underlying due diligence on these foreign business representatives, their contracts and how they were managed after the contract was executed; your focus should be on large commissions in high risk countries.

4.         You will need to interview the acquisition target company personnel who are responsible for its compliance program to garner a full understanding of how they view their program.

5.         You will need to review the travel and entertainment records of the acquisition target company’s top sales personnel in high risk countries. You should retain a forensic auditing firm to assist you with this effort. Use the resources of your own company personnel to find out what is reasonable for travel and entertainment in the same high risk countries which your company does business.

6.         While always an issue fraught with numerous considerations, there may be others in the M&A context such as any statutory obligations to disclose violations of any anti-bribery or anti-corruption laws in the jurisdiction(s) in question; what effect will disclosure have on the target’s value or the purchase price that your company is willing to offer.

7.         While you are performing the anti-corruption due diligence, you should also review issues for anti-money laundering and export control issues.

From this preliminary list, develop the risk assessment as a base document. If the transaction moves forward you will then need to integrate the compliance function of the acquired entity into your company. Here Barnba believes that if your company’s “leadership team has candidly debated the pros and cons” of a business integration strategy, in the light of a pre-acquisition risk assessment, and is “unified around a risk mitigation strategy”, then consistent messages should be delivered by management going forward. Conversely she believes that if senior management is divided and the specific details of an integration plan cannot be provided in a reasonable short time frame after acquisition, one of two negative outcomes will occur. Whether “there will be an inform vacuum” which will lead to disinformation being circulated. Equally plausible is that decisions may well be made without a “genuine shared commitment by the leadership team to implement them.”

Barnba’s article is a good reminder that it does not matter under which anti-corruption or anti-bribery regime you operate, whether it be the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, or other, your program should all flow from, or be informed by, your risk assessment. This is certainly true in the M&A context and it is also true moving forward into the next step of compliance integration. You should assess these risks and build upon your pre-acquisition risk assessment. If you do not, you may well be in the situation described by Barnba, “engaged in firefighting” with your competitors being handed a strategic advantage.

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, 2012

M&A in the FCPA Context: What a Seller Should Do

I have written about mergers and acquisitions (M&A) in the context of the requirements of the Foreign Corrupt Practices Act (FCPA). However I usually write about the acquiring company and its obligations under the FCPA. I recently have worked with some companies which are in the acquired position so I thought it might be a propitious to give some thought to what such companies may need to do if they find themselves in a friendly takeover or other merger situation.

In a recent article in the Houston Business Journal, entitled, “Dodd-Frank brings expansion opportunities and obstacles” attorney Annette Tripp, a Houston-based partner in the law firm of Sutherland Asbill & Brennan LLP discussed more generally the drivers for a wave of bank mergers that she believes the Dodd-Frank legislation will spawn. In her article she lists five common tasks for both buyers and sellers of businesses to prepare for an acquisition or sale. We will use her article as a starting point for some general guidelines that the seller of a business should keep in mind regarding its role regarding FCPA issues in any such sale.

1. Identify Your Goals. As my colleague Howard Sklar often notes, water is wet and along those same line, to execute a plan, there needs to be one. Your plan should lay out where your company is in satisfying its compliance obligations under the FCPA and how you might be ready to remedy any shortcomings. Understanding the current regulatory environment, particularly your company’s obligations under the FCPA, will allow you to plan to respond quickly and efficiently to an acquirer’s request for information.

2. Create a M&A Team. You need to create a M&A team to spearhead your efforts. Simply by naming it M&A does not define it as an acquiring team only, it can also work on efforts to acquire your company. This team should give direction to your efforts and will allow your company’s management to continue its day-to-day business operations without the distractions of responding to all the requests of a proposed acquirer. You may have team members from outside your company such as your regular legal counsel and any outside financial consultants you might employ. Your internal resources should include your in-house counsel, accounting and finance representatives and a leader from your business operations.

3. Communicate with Your Board. The M&A team needs to communicate regularly with the Board and keep them updated. This means keeping the Board fully informed on all aspects of any proposed transactions. As with all Board communications, you need to be ready to answer any and all questions, recognizing the Board may not inquire down the granularity that you should be prepared to answer. However, as a senior partner told me when I was a very young trial lawyer, whatever you prepare for, the judge will not ask you about and if there is something you do not prepare for the judge will quiz you on those issues. A complete level of preparedness will lead to communication which will allow the Board to react quickly to any opportunities which may arise and may well expedite required Board approval.

4. Put Your Own House in Order. In the compliance world not only is this good advice, it is absolutely critical for a seller. If you do not have an effective compliance program, get one, as in now. If you do have a compliance program; perform a risk assessment which can inform where your compliance program needs any enhancements. Any acquirer will be required to fully review your compliance program. They will want to review your agents, payments to agents, due diligence on agents, your contracts with your agents and want to know how you manage your agents. An acquiring company does this because they are so obligated under the FCPA. If your risk assessment leads you to conclude that FCPA issues exist, begin remediation as soon as possible. If you do not do so before the acquirer begins its due diligence, it could well delay or even derail the proposed acquisition.

5. Set Expectations to the New Normal. The reality of the currently legislative and regulatory scheme can extend the time it takes to fully perform due diligence on a proposed transaction or expand the scope beyond the scope of simple financial due diligence. No longer is a ‘data dump’ sufficient for an acquirer. You, as a legal or compliance officer, should prepare your company for the types of information that you can expect in FCPA due diligence in the M&A context. There are many sources you can go to. You can: (1) Review current Deferred Prosecution Agreements (DPAs) which discuss M&A such as the Johnson and Johnson DPA; (2) Review Department of Justice Opinion Releases which discuss M&A such as Opinion Release 08-02 [the ‘Halliburton Opinion Release’] or (3) Read this blog on a regular basis. Whatever source you utilize, you need to set the expectation of what you will be required to provide to any proposed acquiring company so that no person in your company delays the process.
We cannot thing of a better way to end this piece that to quote the author which inspired this posting, Annette Tripp, by quoting the final paragraph of her article:

Regardless of the reasons for a transaction, the next few years promise to be an interesting and challenging time for merger participants. The time to prepare is now.

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If you are in Rutherford NJ, the NYC area or Washington DC, the World Check FCPA Tour will be in your city next week. Please come out and hear about the most current FCPA best practices.

Wednesday, May 19 from 8-10 AM PDT at the Renaissance Meadowlands Hotel, in Rutherford, NJ. For information and registration details click here.

Thursday, May 20 from 8-10 AM PDT at Mayflower Renaissance Washington, DC, in Washington, DC. For information and registration details click here.

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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

Conducting Pre-Acquisition FCPA Due Diligence

There are several recent examples where companies, bought both businesses and there pre-existing violations of the Foreign Corrupt Practices Act (FCPA), in large part because the acquiring companies failed to perform sufficient FCPA due diligence it the overall pre-acquisition due diligence. These examples include the Alliance One matter resolved this past summer with a $4.2 million fine for pre-acquisition conduct and $10 million in profit disgorgement. There was also the $240 million fine levied against Saipem for conduct of an acquired subsidiary of ENI, Snamprogetti, where the conduct at issue occurred over 2 years prior to the acquisition. One of the strongest examples is that of eLandia International Inc., which acquired Latin Node Inc., in 2007. Thereafter, it discovered potential FCPA violations, which it self-reported to the DOJ. As reported in the FCPA Blog, in addition to a $2 million fine, eLandia also disclosed that its purchase price for Latin Node “was approximately $20.6 million in excess of the fair value of the net assets” mostly due to the cost of the FCPA investigation, the resulting fines and penalties to which it may be subject, the termination of Latin Node’s senior management and the resultant loss of business. eLandia eventually wrote off the entire investment by placing Latin Node into bankruptcy and shuttering the acquisition.

There are several steps that a company should take when performing pre-acquisition FCPA due diligence. Yesterday at the Hanson Wade FCPA conference in Houston, some of these steps were discussed. While these steps are not an exhaustive list, they do provide a company with some guidance on specific issues to investigate to protect themselves from buying not only a new company but a FCPA enforcement action. These steps include:

1. Charity Begins at Home. Review high risk geographic areas where your company and the target do business. If there is overlap, seek out your own sales and operational people and ask them what compliance issues are prevalent in those geographic areas. If there are compliance issues that your company faces, then the target probably faces them as well.
2. Get Sales Lists. Obtain from the target a detailed list of sales going back 3-5 years, broken out by country. If you can obtain a further breakdown by product or services get that as well. You do not need to investigate de minimis sales amounts but focus your FCPA due diligence inquiry on high sales volumes in high risk countries.
3. Get List of Foreign Business Representatives. If the target uses a sales model of third parties, obtain a complete list, including JVs. It should be broken out by country and amount of commission paid. Review all underlying due diligence on these foreign business representatives, their contracts and how they were managed after the contract was executed. But your focus should be on large commissions in high risk countries.
4. Talk. You will need to speak to the target company personnel who are responsible for its compliance program to garner a full understanding of how they view their compliance program.
5. T&E Records. You will to review the travel and entertainment records of the target’s top sales personnel in high risk countries. You should retain a forensic auditing firm to assist you with this effort. Use the resources of your own company personnel to find out what is reasonable for travel and entertainment in the same high risk countries which your company does business.
6. Disclosure. While always an issue fraught with numerous considerations, there may be others in the M&A context such as any statutory obligations to disclose violations of  any anti-bribery or anti-corruption laws in the jurisdiction(s) in question; what effect will disclosure have on the target’s value or the purchase price that your company is willing to offer.
7. Compliance Convergence. While you are performing the FCPA due diligence, you should also review issues for anti-money laundering and export control issues.

While not discussed in the presentation, we also believe that after the due diligence is completed, and if the transaction moves forward, the acquiring company should attempt to protect itself through the most robust contract provisions that it can obtain, these would include indemnification against possible FCPA violations, including both payment of all investigative costs and any assessed penalties. An acquiring company should also include reps and warranties that the entire target company uses for participation in transactions as permitted under local law; there is an absence of government owners in company; and that the target company has made no corrupt payments to foreign officials. Lastly, there must be a rep that all the books and records presented to the acquiring company for review were complete and accurate.

The clear trend in FCPA enforcement is an increased and aggressive level of enforcement activity under the both the DOJ and Securities and Exchange Commission. Businesses must be particularly heedful in the engaging in the mergers and acquisitions process, whether acquiring other companies or being acquired. Due diligence in these situations is critical and must encompass the full range of FCPA compliance issues.

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

The FCPA and Mergers and Acquisitions

In a webinar on December 2, 2010, Michael Volkov, partner in the law firm of Mayer Brown and Ryan Morgan, Sales and Alliance Director of World Compliance, discussed the implications of the Foreign Corrupt Practices Act (FCPA) to mergers and acquisition.

They advise that businesses which seek to minimize their FCPA liability risks should pay careful attention to the potential exposure created by merger and acquisition activity. This is due to the fact that unwary companies can “purchase” FCPA liabilities by failing to conduct appropriate due diligence of their intended transaction partner. On the other hand, companies alert to those risks have been able to avoid successor liability altogether or, more frequently, obtain assurance about the scope of potential FCPA liability before the transaction is complete. Indeed, successor liability may attach in a stock transfer or merger because the assets and liabilities of the target company generally transfer to the acquiring company after closing; or the liability may attach in an asset purchase depending on the extent of the purchase and whether the target business is continuing or if the purchase agreement specifies which assets and liabilities transfer.

There are several recent examples where companies, which acquired targets, sustained large FCPA fines for the FCPA violations the acquired companies had engaged in prior to the acquisition. These include the Alliance One matter resolved this past summer with a $4.2 million fine for pre-acquisition conduct and $10 million in profit disgorgement. There was also the $240 million fine levied against Saipem for conduct of an acquired subsidiary of ENI, Snamprogetti, where the conduct at issue occurred over 2 years prior to the acquisition. One of the strongest examples is that of eLandia International Inc., which acquired Latin Node Inc., in 2007. Thereafter, it discovered potential FCPA violations, which it self-reported to the DOJ. As reported in the FCPA Blog, in addition to a $2 million fine, eLandia also disclosed that its purchase price for Latin Node “was approximately $20.6 million in excess of the fair value of the net assets” mostly due to the cost of the FCPA investigation, the resulting fines and penalties to which it may be subject, the termination of Latin Node’s senior management and the resultant loss of business. eLandia eventually wrote off the entire investment by placing Latin Node into bankruptcy and shuttering the acquisition.

Volkov advocated beginning with a risk based assessment to focus the required due diligence. Such an assessment would focus on several inquires, these would include such areas as to what countries does the target company operate in and how they rank on Transparency International’s Corruption Index, including the level of corruption in each country? An inquiry into the targets business is also critical, for example does the target company sell to foreign governments and does its business depend on licenses or other approvals from foreign governments? A thorough investigation should include whether relationships exist among target company personnel and government officials through family and friends, etc.

After this more general business risk assessment, the review should turn to the policies and procedures of the target company. Basic inquires such as does the target have a FCPA compliance policy and how well does it maintain compliance records are a good starting point. Does the company have a hotline and does it conduct FCPA training? A critical inquiry is the use of third parties as foreign business representatives. Lastly is the target company or any of its competitors, suspected or under investigation for corruption and are there any other internal investigations ongoing which should be reviewed?

Volkov also noted that after the due diligence is completed, and if the transaction moves forward, the acquiring company should attempt to protect itself through the most robust contract provisions that it can obtain, these would include indemnification against possible FCPA violations, including both payment of all investigative costs and any assessed penalties. An acquiring company should also include reps and warranties that the entire target company uses for participation in transactions as permitted under local law; there is an absence of government owners in company; and that the target company has made no corrupt payments to foreign officials. Lastly, there must be a rep that all the books and records presented to the acquiring company for review were complete and accurate.

The clear trend in FCPA enforcement is an increased and aggressive level of enforcement activity under the both the DOJ and Securities and Exchange Commission. Businesses must be particularly heedful in the engaging in the mergers and acquisitions process, whether acquiring other companies or being acquired. Due diligence in these situations is critical and must encompass the full range of FCPA compliance issues. This article has provided to you a starting point for your analysis.

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, 2010

SO YOU WANT TO BUY A BUSINESS: THE ROLE OF THE FCPA IN INTERNATIONAL ACQUISITIONS

The recession has lessened and all that cash your Company has been hoarding for the rainy days of the Obama years is burning a whole in your CEO’s pocket. He has his powder dry and is ready to make a big bang by going on a buying spree, targeting overseas entities, to beat the competition in coming out of your industry’s downturn. The Legal Department is told to put together an acquisition squad and to be ready to go at a moment’s notice. The job assigned to you is to make sure that your acquisition does not run afoul of the Foreign Corrupt Practices Act (FCPA) and to prepare a list of FCPA based due diligence that the Law Department should focus on to perform on the Target Company. What should be on your list? In the recent article, “FCPA Due Diligence in Acquisitions,” Securities and Commodities Regulation, Vol. 43, No. 2, January 20, 2010, lawyers from Squire Sanders, thoroughly explored this topic, through a hypothetical case it was based upon a “real life scenario”. Some of their suggestions included the following suggestions.

I. Who is the Owner of the Target Company?

An initial inquiry should be made into the ownership structure of the target company. If any portion of the entity is owned or held by a government or governmental entity then such an entity is covered under the FCPA as a “foreign governmental instrumentality”. There are several factors to consider in making such a determination. Some of these factors include: percentage ownership of the target company; control exercised over the target company; and how are the employees of the target company described by their country’s government.

II. Are Agents involved in the Transaction?

Many times a “consultant” will be used in facilitating the purchase of a target company in a country outside the United States. If there is a clear and articulated business case for the Agent to be involved in the transaction, there should be due diligence on the Agent. It should include some a review of the Agent’s credentials, ownership structure and financial records going back 3 to 5 years. Lastly, it is also critical to know the reputation of the Agent in the country’s business community. If the Agent passes all these reviews, you establish a business relationship with a strong written contract.

III. Does the Target Company want you to pay for Travel?

What if the Target Company desires your business to pay for a representative to come to the US to visit your facilities? Such a trip falls under the FCPA and its proscription of “offering or promising anything of value”. However, if there are legitimate business expenses which can be paid by the US purchasing company under the FCPA. The key is to evaluate each travel and entertainment request. Generally, coach class travel and hotel expenses such as room charges, business center and telephone charges related to business can be reimbursed. Personal room expenses such as minibar, Pay-for-Movies and spa fees at the hotel should not be reimbursed. Receipts should be provided for any charges and if possible, the third party service provider should be paid directly rather than reimbursement of the Target Company’s representative. Entertainment and business dinners can be reimbursed if there is a legitimate business purpose but personal, including the family expenses of the Target Company’s Representative, cannot be reimbursed under the FCPA. Lastly, do not give a “per-diem” in cash.

IV. Did the Target Company make any “Red Flag” Payments?

In your company’s financial due diligence of the Target Company, did any evidence of “Red Flag” payments turn up which warrant further investigation? If such “Red Flags” arise, the US purchasing company must not turn a blind eye. If there is reason to believe that payments of the Target Company may violation the FCPA, further investigation is mandated. The recent conviction of Frederick Bourke for engaging in “conscious indifference” in that he knew, or should have known, that bribery and corruption was involved in the proposed acquisition, demonstrates the power of the FCPA in the acquisition arena. Red Flag areas would include the discovery of payments for gifts, entertainment, use of agents, facilitation payments or other payments which could not be adequately accounted for are discovered.

V. Are the Books and Records Reasonable?

In addition to its anti-bribery provisions, the FCPA also requires that a company keep such books and records which reasonably reflect the transactions of the entity and that there are proper internal controls. A key in this area is if the Target Company has any payments which are labeled as “miscellaneous” or there are payments which cannot be reasonably described. Gifts, entertainment and business expenses need to be recorded and documented. Internal controls are required to show that the Target Company has its statements in accordance with some form of accepted accounting principles.

VI. What Happens Afterwards?

Your Company has completed all the above steps but your due diligence has turned up items which cannot be resolved before your Company’s President wants to fire that dry powder. What can you do? In Opinion Procedure Release 08-02, the Department of Justice gave its opinion on the steps required by a US company contemplating a such a transaction. This opinion held that if Halliburton, in purchasing a Target Company, satisfactorily completed a rigorous, DOJ-mandated 180-day FCPA and anticorruption due diligence work plan after the closing, then the DOJ did not “presently intend” to take enforcement action against Halliburton for any disclosed unlawful pre-acquisition conduct by the Target Company within 180 days of the closing. Halliburton was not the successful bidder for the Target Company but the DOJ’s flexibility and Halliburton’s open dialogue with the DOJ indicates there will be increased involvement between companies and regulators during FCPA acquisition due diligence.

VII. The End or Is it?

The potential liabilities for failing to engage in pre-acquisition FCPA due diligence can be severe. Just how severe can be demonstrated by the eLandia acquisition of Latin Node. The FCPABlog reported that “eLandia also disclosed that its purchase price for Latin Node “was approximately $20.6 million”. After the acquisition, eLandia discovered that Latin Node had engaged in bribery and corruption. eLandia investigated, albeit after the purchase, and self-reported the violations to the DOJ. eLandia was assessed a $2 million fine, shut down Latin Node as an operating business and wrote off the entire purchase. For those of you keeping score at home, that is several years of pre-acquisition due diligence, plus legal fees for the FCPA investigation added to the fine, purchase price, business shut down and full financial write-off.

So what’s the moral of this story? You can keep your powder dry but you must engage in full FCPA due diligence in any overseas transaction before moving forward.

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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.

© Thomas R. Fox, 2010