Ten Years After Siemens: The Evolving Landscape of Global ... · 9/17/2018 · Siemens paid over...

Richard Grime

Sacha Harber-Kelly

Benno Schwarz

Patrick Stokes

F. Joseph Warin

September 17, 2018

Ten Years After Siemens: The Evolving Landscape of Global Anti-Corruption Enforcement

1The Siemens Resolution

2Global Anti-Corruption

Data

3Impact on

Investigations

4Enforcement

5Developments

& The Future

Webcast Overview

2Gibson Dunn

MCLE Certificate Information

Gibson Dunn 3

• Most participants should anticipate receiving their certificate of attendance in four weeks following the webcast.

• Virginia Bar Association members should anticipate receiving their certificate of attendance in six weeks following the webcast.

• All questions regarding MCLE Information should be directed to Jeanine McKeown (National Training Administrator) at 213-229-7140 or [email protected].

mailto:[email protected]

Siemens: The Headlines

Gibson Dunn 4

Siemens: The Resolution

Gibson Dunn 5

• In December 2008, Siemens AG and several subsidiaries (“Siemens”) resolved multinational corruption charges by paying fines to U.S. and European authorities exceeding $1 billion.

• The resolution addressed allegations of at least 4,200 corrupt payments made by Siemens to secure government contracts around the world.

• The resolution involved:

• U.S. criminal charges. Siemens pleaded guilty to violating the accounting provisions of the Foreign Corrupt Practices Act (“FCPA”) and conspiracy to violate those provisions, resulting in $450 million in criminal fines.

• U.S. civil charges. Siemens paid $350 million in disgorgement of profits to resolve charges that it violated the anti-bribery and accounting provisions of the FCPA.

• Germany fine. Siemens paid over $800 million to resolve similar charges brought by the Munich Public Prosecutor.

• €201 million (approx. $284 million at the time) to resolve abuse of trust and corruption within the former telecommunications division (€1 million fine and €200 million disgorgement).

• €395 million (approx. $540 million at the time) because the board of management violated its supervisory duties to establish and maintain an adequate compliance structure (€250,000 fine and €394.75 million disgorgement).


Gibson Dunn 6

• This resolution was the first of its kind and magnitude resulting from extensive coordination among multinational enforcement bodies.

• The Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) coordinated extensively with authorities in the Munich Public Prosecutor’s Office.

• Simultaneously, authorities in Bangladesh, Greece, and Nigeria, as well as the World Bank, cooperated in the investigation.

• DOJ also levied the first ever criminal charges for internal controls violations by a company.

• 15 U.S.C. § 78m(b)(2)(B) requires issuers to design and maintain a system of internal accounting controls that provide reasonable assurances that, inter alia, transactions are carried out in accordance with management’s authorization and permit preparation of accurate financial statements. To be held criminally liable, a company must “knowingly circumvent or knowingly fail to implement a system of internal accounting controls.”

• DOJ alleged that Siemens adopted a “paper program” for compliance and “tone at the top” was lacking.


Gibson Dunn 7

• DOJ also maintained that Siemens:

• failed to establish a “sufficiently empowered and competent” compliance department;

• lacked sufficient anti-bribery compliance policies and procedures to control significant FCPA risks;

• failed to appropriately investigate and respond to corruption issues in multiple markets;

• failed to discipline culpable employees;

• failed to implement sufficient accounting and finance controls; and

• maintained extremely limited internal audit resources to support compliance efforts.

• DOJ and the SEC gave Siemens significant credit for cooperating with the investigation.

• The government used the bribe amount to calculate the penalty rather than profits.

• Siemens agreed to a four-year monitorship. Gibson Dunn served as counsel to the monitor, whowas the first non-U.S. monitor.

Siemens: Global Coordination

Gibson Dunn 8

• At the press conference on December 15, 2008, Matthew Friedrich, the Acting Assistant Attorney General of the DOJ Criminal Division at the time, announced that the fight against public corruption had gone global.

• Over the last decade, we have observed an increase in global anti-corruption enforcement and multinational coordination.

• Jurisdictions have developed internal frameworks to facilitate anti-corruption enforcement.

• Governments more frequently share information during investigations, and there is an emerging trend of credits, discounts, and multijurisdictional settlements.

• OECD quarterly meetings have deepened relationships within the enforcement community.

• However, competing approaches and conflicting laws create challenges for companies and individuals subject to such investigations.

“Through international instruments like the [Organization for Economic Cooperation and Development (“OECD”)] convention and the [United Nations] convention against corruption, we have seen our international partners significantly step up their anti-corruption efforts. Everything we’re seeing suggests that this trend will continue. South Africa, for example, became the 37th country and the first African nation to become a party to the OECD convention in 2007. Israel followed suit in September of this year, becoming the 38th signatory.”

Global Anti-Corruption Data

Increasing Global Anti-Corruption Efforts

Gibson Dunn 10

• Global enforcement efforts to sanction corruption have increased significantly.

• However, many countries’ efforts are limited and enforcement is concentrated in a handful of jurisdictions.

• November 2017 OECD Data (reporting cases from 1999 through 2016) shows that the U.S. significantly outpaces other parties to the OECD Convention in resolution of corporate criminal foreign bribery cases.

• European countries continue to bring enforcement actions in cases involving non-U.S. companies and individuals, particularly in the U.K., Switzerland, Germany, and the Netherlands.

• Enforcement will likely increase in European jurisdictions in light of recent legislative changes (e.g., new deferred prosecution agreement (“DPA”) power in France and the U.K.; proposal to introduce DPAs in Switzerland).

• China continues to expand the reach of its anti-corruption legislation and has demonstrated its own, major unilateral efforts to root out corruption.

A November 2017 OECD Anti-Bribery Convention Report observed that enforcement outcomes have been “highly variable”

amongst parties to the Convention, with “some showing active enforcement and others essentially no enforcement.”

FCPA Enforcement Actions Per Year (2009 to Present*)

Gibson Dunn 11

*As of September 16, 2018

0

5

10

15

20

25

30

35

40

45

50

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

26

48

23

11

1917

10

21

29

1414

2625

12

89

10

32

10 10

DOJ Actions

SEC Actions

FCPA Enforcement Actions by Country (2006 to Present*)

Gibson Dunn 12

88

69

47

39

32 31 30 29 28

22 2118 18 17 15 15 14 13 12 11 11 11 10 10 11 9 9 9 9 9 8 8 7 7 7 7 7

106 6 6 6 6

0

10

20

30

40

50

60

70

80

90

Chin

aN

iger

iaIra

qM

exic

oAr

gent

ina

Indo

nesia

Braz

ilIn

dia

Russ

iaVe

nezu

ela

Ango

laTh

aila

ndKa

zakh

stan

Saud

i Ara

bia

Sout

h Ko

rea

Viet

nam

Egyp

tDR

CU

zbek

istan

Pana

ma

Gre

ece

UAE

Cost

a Ri

caHo

ndur

asEc

uado

rM

alay

siaHa

itiG

uine

aPo

land

Bang

lade

shTa

iwan

Turk

eyAz

erba

ijan

Croa

tiaKy

rgyz

stan

Mac

edon

iaG

uine

aLi

bya

Iran

Colo

mbi

aN

iger

Mon

tene

gro

Chad


U.K. Enforcement Actions Per Year (2008 to Present*)

Gibson Dunn 13

0

1

2

3

4

5

6

7

8

2008 2009 2010 2011 2012 2013 2014 2015 2016 20172018 t.d.

Num

ber

of c

onvi

ctio

ns

Year

U.K. Convictions / Final Notices / Civil Recoveries / DPAs**

Series1 Series2Individuals Companies

*As of September 13, 2018** Includes commercial bribery, as well as relevant FCA systems and controls violations

U.K. Investigations and Enforcements (2008 to 2018)

Gibson Dunn 14

Global Dimension of Enforcement Actions

15

Date Company U.S. ResolutionOther

Jurisdiction Resolution

Total Resolution Jurisdictions Involved

12/15/2008 Siemens AG $800,000,000 $800,000,000 $1,600,000,000 • Settlement: U.S., Germany• Cooperation: N/A

2/18/2016 VimpelCom $397,750,000 $397,750,000 $795,000,000 • Settlement: U.S., Netherlands• Cooperation: Norway, Sweden, Switzerland, Latvia

12/21/2016 Odebrecht $253,000,000 $3,077,000,000 $3,330,000,000 • Settlement: U.S., Brazil, Switzerland• Cooperation: N/A

1/17/2017 Rolls-Royce PLC $170,000,000 $630,000,000 $800,000,000• Settlement: U.S., U.K., Brazil• Cooperation: Austria, Germany, Netherlands, Singapore,

Turkey

Gibson Dunn

Global Dimension of Enforcement Actions

16

Date Company U.S. Resolution

Other Jurisdiction Resolution

Total Resolution Jurisdictions Involved

7/21/2017 Telia Company AB $699,000,000 $266,000,000 $965,000,000• Settlement: U.S., Netherlands, Sweden• Cooperation: Austria, Belgium, Cyprus, France, Ireland, Isle

of Man, Latvia, Luxembourg, Norway, U.K.

11/29/2017 SBM Offshore NV $238,000,000 $582,000,000 $820,000,000• Settlement: U.S., Netherlands, Brazil• Cooperation: Austria, Belgium, Cyprus, France, Ireland, Isle

of Man, Latvia, Luxembourg, Norway, U.K.

12/22/2017 Keppel Offshore & Marine Ltd $105,000,000 $316,000,000 $421,000,000 • Settlement: U.S., Brazil, Singapore

• Cooperation: N/A

6/4/2018 Société Générale SA $292,000,000 $293,000,000 $585,000,000• Settlement: U.S., France• Cooperation: U.K., Switzerland

Gibson Dunn

FCPA Monetary Resolutions (2004 to Present*)

Gibson Dunn 17

$0

$500,000,000

$1,000,000,000

$1,500,000,000

$2,000,000,000

$2,500,000,000

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Total Value of Corporate FCPA Monetary Resolutions


U.K. Monetary Resolutions (2008 to Present*)

Gibson Dunn 18

*As of August 14, 2018

Corporate Corruption Fines and Disgorgement

Increasing Global Coordination

Gibson Dunn 19

We are observing a trend of increasing global coordination. Factors driving this trend include the following:

• Governmental commitment to combatting economic crime with increasingly assertive and ambitious enforcers using extraterritorial powers

• Increased coordination through international organizations

• Growth of informal relationships among prosecutors

• U.S. and U.K. are dedicating significant resources to training initiatives

• More efficient use of mutual legal assistance treaties

• More creative use of existing legal frameworks and adoption of new laws

• Pressure on political systems through social media

• Investigative journalism and data leaks

• Growing enforcement agency maturity outside of the U.S. requires a different risk analysis

• Potential for significant fines and revenue

• Global awakening against corruption

BUT NOTE: Although global coordination is the predominant trend, it is not universal. Some jurisdictions, such as China, have adopted a unilateral approach to anti-corruption enforcement.

Alternative Approach: Unilateral Action in China

Gibson Dunn 20

Although global coordination is on the rise, it is not universal. China primarily focuses on domestic corruption and has taken a unilateral approach in the international enforcement arena.

• PRC Criminal Law, which contains criminal offenses for corruption, was enacted in 1980. The corruption offenses were enhanced in 1997. The offenses have been strengthened, and enforcement has been rigorous, since President Xi Jingping came into power in 2012.

• China codified offenses for both “public” and “commercial” bribery.

• 79th on Global Corruption Perception Index (improved from 100th in 2014).

• Significant focus on actions against Chinese officials:

• The Chinese government claims it has punished over 1.5 million government officials for corruption under President Xi’s anti-corruption program.

• 278,000 grassroots party members were punished for graft. 8,900 city-level officials and 63,000 county-level officials were also punished.

• From January 1, 2018 to July 31, 2018, 31,130 officials were disciplined in China for violations of corruption-related offenses, including embezzlement, bribery, abuse of power, misappropriation, dereliction of duty, and malpractice.

“Wherever offenders may flee, they will be brought back and brought to justice.”

-Pres. Xi Jinping, Address to the 19th CPC National Congress (Oct. 18, 2017)

Alternative Approach: Unilateral Action in China

Gibson Dunn 21

• Enforcement Trend: Extraterritorial Reach of the Anti-Graft Campaign

• China is broadening the territorial reach of its anti-graft campaign to apprehend corruption suspects and recover criminal assets overseas.

• Since 2012, 48 of China’s 100 most wanted economic fugitives listed on an Interpol Red Notice have been arrested and over 3,400 corruption suspects who have fled overseas have been arrested.

• China has successfully extradited its first fugitive from the U.S. during the Trump administration. In addition, over the last year, three fugitives purportedly returned to China voluntarily and turned themselves in to authorities.

• In May 2017, four Chinese state security officials visited the New York apartment of Chinese fugitive businessman Guo Wengui, who is seeking political asylum in the U.S. after criticizing China’s elite. Chinese authorities are investigating him in connection with at least 19 criminal allegations, including bribery, kidnapping, fraud, money laundering, and rape.

• Enforcement Trend: Focus on Overseas Activity of Chinese Firms

• Recent months have seen actions by Chinese regulators designed to control the overseas activities of Chinese firms and individuals.

• The State-Owned Asset Supervision and Administration Commission has reportedly instructed five state-owned enterprises—China Mobile, Dongfang Electric, China Merchants Bank, China Railway and CNPC—with operations abroad to establish compliance systems.

• Restrictions on overseas withdrawals from Chinese bank accounts have been tightened. Individuals are now subject to an annual limit of ¥100,000 ($15,400) across all accounts.

Impact on Investigations

Voluntary Disclosure & Cooperation

Gibson Dunn 23

• Whether, and to what degree, a company should voluntarily self-disclose evidence of potential wrongdoing is a significant strategic decision with far-reaching consequences that may not be fully known at the time of decision.

• This decision has become more complex as investigations have become increasingly multijurisdictional with the involvement of multiple foreign regulators with varying incentive structures, policies, and laws.

• Cooperation with multiple enforcement authorities requires close coordination and strict management of information to show integrity of process.

Potential Advantages• Declination, DPA, or non-prosecution agreement

(“NPA”)• Reduction in financial penalties• Reduction in other aspects of the resolution (e.g.,

monitorships, self-reporting, debarment from government contracts)

• Cooperation is consistent with a public narrative of a good corporate citizen

Potential Disadvantages• Disclosures may be available as evidence in

parallel proceedings (civil litigation, other agencies, foreign proceedings)

• Reveals weaknesses in the defendant’s case or bad facts

• Waiver of attorney-client privilege• Enforcement entities do not have consistent,

uniform policies for rewarding voluntary self-disclosure

• Attracting attention from other regulators or the commencement of a foreign investigation

Voluntary Disclosure & Cooperation: U.S.Overview of DOJ’s New FCPA Corporate Enforcement Policy

Gibson Dunn 24

In November 2017, DOJ announced that it would adopt large parts of the FCPA Corporate Enforcement Pilot Program—a 2016 program intended to incentivize self-disclosure of possible FCPA violations—into the U.S. Attorneys’ Manual.• The new policy seeks to provide greater guidance and certainty

to companies while incentivizing self-disclosure, cooperation, and remediation.

• When a company satisfies the policy’s standards, there will be a presumption of declination.

• Because “aggravating circumstances” may overcome the presumption of declination, it remains to be seen whether the policy will provide greater certainty to companies.

Note: The SEC is not bound by this policy and may pursue cases publicly declined by DOJ under this program.

“[W]hen a company satisfies the standards of voluntary self-

disclosure, full cooperation, and timely and appropriate

remediation, there will be a presumption that the Department

will resolve the company’s case through a declination. That

presumption may be overcome only if there are aggravating

circumstances related to the nature and seriousness of the offense, or if the offender is a criminal recidivist.”

- Rod J. Rosenstein, Deputy Attorney General (Nov. 29, 2017)

Voluntary Disclosure & Cooperation: U.S.Requirements for Presumption of Declination

Gibson Dunn 25

DOJ’s revised enforcement policy solidifies the previous Pilot Program and creates clearer incentives for self-reporting, full cooperation, and timely remediation.

To Qualify for Presumption of Declination:Self-Disclosure: A company must voluntarily disclose all relevant facts it has regarding its misconduct “prior to an imminent threat of disclosure or government investigation,” and do so “within a reasonably prompt time.”Full Cooperation: Includes proactive cooperation; timely preservation, collection, and disclosure of relevant information; and making witnesses available. In addition, companies bear the burden of establishing that certain documents cannot be produced where there are data privacy concerns or other restrictions by foreign law.Timely and Appropriate Remediation: Includes an effective compliance and ethics program, discipline for employees responsible for the misconduct, appropriate retention of business records, and other steps to reduce the risk of further misconduct.

No Declination if:No Self-Disclosure: Companies that did not self-disclose, but fully cooperated and timely and appropriately remediated, will receive up to a 25% reduction off the low end of the Sentencing Guidelines fine range.Aggravating Circumstances: Involvement by executive management of the company in the misconduct, significant profits to the company from the misconduct, pervasiveness of the misconduct, and criminal recidivism may result in a criminal resolution of the case.• However, the company may receive a 50%

reduction off the low end of the Sentencing Guidelines fine range (except in cases of recidivism) OR avoid the requirement of amonitor IF the company has self-disclosed, fully cooperated , and timely and appropriatelyremediated.

26

U.K. Position – The History:

• 2009: The Serious Fraud Office (“SFO”) issued guidance to encourage companies to self-report instances of overseas bribery by promoting the idea that “in appropriate cases” such self-reports would receive a civil rather than a criminal penalty.

• 2012: 2009 guidance is revoked and a revised statement is issued. It states that “self-reporting is no guarantee a prosecution will not follow.”

• 2014: Introduction of the DPA regime.

• Self-reporting is considered an aspect of cooperation. The DPA Code of Practice lists cooperation as an additional public interest factor against prosecution.

Considerable weight may be given to a genuinely proactive approach adopted by P’s management team when the offending is brought to their notice, involving within a reasonable time of the offending coming to light reporting P’s offending otherwise unknown to the prosecutor and taking remedial actions. . . . In applying this factor the prosecutor needs to establish whether sufficient information about the operation and conduct of P has been supplied in order to assess whether P has been co-operative. Cooperation will include identifying relevant witnesses, disclosing their accounts and the documents shown to them. Where practicable it will involve making the witnesses available for interview when requested. It will further include providing a report in respect of any internal investigation.

Voluntary Disclosure & Cooperation: U.K.

Gibson Dunn

27

• The DPA Code of Conduct further states: “The weight given to an organization’s self-report depends on the totality of information that an organization provides to the prosecutor.”

• The U.K. Sentencing Council Fraud, Bribery and Money Laundering Offenses Guideline lists self-reporting and/or early admissions by a corporation as a factor reducing the seriousness of offending or reflecting mitigation.

• What the SFO will consider:

• Timing of the first contact. “We will not be offering DPAs in cases of a late conversion to the joys of cooperating . . . the sooner you come in, self-report and the more you are open with us, the more you have to be rewarded for.”

• Internal investigation. What has been done and what will the company share with the SFO; how has the company handled the evidence; how thorough was the investigation; what is the company willing to do in order to assist the SFO.

• Compliance and remediation. “Cooperation is not in itself enough to get a DPA. The company must reform itself too, including removing senior staff who were responsible for, or turned a blind eye to the criminality. DPAs are not intended for corporates we judge are likely to re-offend.”


“A DPA is a reward for openness” – Lord Justice Leveson, President of the Queen’s Bench Division

Gibson Dunn

28


No. Entity Self report? Discount Remarks from the judge approving the DPA

1 Standard Bank Yes 33%

Lord Justice Leveson: “Standard Bank fully cooperated with the SFO from the earliest possible date by, among other things, providing a summary of first accounts of interviewees, facilitating the interviews of current employees, providing timely and complete responses to requests for information and material and providing access to its document review platform. The Bank has agreed to continue to cooperate fully and truthfully with the SFO and any other agency or authority, domestic or foreign, as directed by the SFO, in any and all matters relating to the conduct which is the subject matter of the present DPA. Suffice to say, this self-reporting and cooperation militates very much in favour of finding that a DPA is likely to be in the interests of justice.”

2 XYZ Yes 50%Lord Justice Leveson: “[This conclusion] provides an example of the value of self-report and cooperation along with the introduction of appropriate compliance mechanisms, all of which can only improve corporate attitudes to bribery and corruption.”

3 Rolls-Royce Plc No 50%

Lord Justice Leveson: “The fact that an investigation was not triggered by a self-report would usually be highly relevant in the balance but the nature and extent of the cooperation provided by Rolls-Royce in this case has persuaded the SFO not only to use the word “extraordinary” to describe it but also to advance the argument that, in the particular circumstances of this case, I should not distinguish between its assistance and that of those who have self-reported from the outset. Given that what has been reported has clearly been far more extensive (and of a different order) than it may have been exposed without the cooperation provided, I am prepared to accede to that submission.”

Gibson Dunn

Voluntary Disclosure & Cooperation: France

Gibson Dunn 29

• In December 2016, France finalized its long-awaited Law on Transparency, Fight Against Corruption and Modernization of Economic Life, better known as “Sapin II.”

• Sapin II created the Judicial Agreement in the Public Interest (convention judiciaire d’interêtpublic) (“CJIP”), which is a DPA-style corporate settlement provision available only to legal entities that recognize responsibility for acts that comprise a sufficient factual basis for imposing liability prior to the commencement of the public prosecution.

• Unlike enforcement statutes and guidance in the U.S. and U.K., France’s Sapin II does not have a provision regarding credit for voluntary self-disclosure or cooperation.

• In France’s inaugural CJIP agreement with a Swiss subsidiary of HSBC, the National Financial Prosecutor (“PNF”) commented that HSBC’s subsidiary did not voluntarily disclose the conduct to authorities and provided minimal cooperation. These factors were not explicitly linked to the fine set in the CJIP agreement, but could indicate that the PNF may take disclosure and cooperation into account in the future when determining penalties in enforcement actions.

Voluntary Disclosure & Cooperation: Germany

Gibson Dunn 30

• German law does not provide statutory guidance or processes to acknowledge voluntary disclosure and cooperation as a reduction in financial penalties in corruption cases.

• Fines (Bußgelder) are stipulated and enforced by the competent Public Prosecutor’s office.

• The fines include absorption of benefits resulting from the misconduct and sanction for the misconduct (Abschöpfungsteil und Ahndungsteil).

• The absorption recovers monetary advantages gained from the regulatory offense and is unrelated to cooperation or past conduct. However, full cooperation with the Public Prosecutor may positively influence the amount of the fine, which is often calculated based on estimates by the Public Prosecutor.

• The sanction for the misconduct is mainly determined by the gravity of the misconduct, but may be positively influenced by cooperation.

• However: In a recent decision the German Federal Court rewarded the existence of an effective compliance program with lower fines.

Voluntary Disclosure & Cooperation: Brazil

Gibson Dunn 31

• Clean Companies Act

• Law no. 12.846/2013 (the “Clean Companies Act”), which went into effect in 2014, is the primary corporate anti-corruption law in Brazil.

• The Clean Companies Act does not apply to conduct of individuals; it only applies to corporate entities.

• Liability imposed under the Clean Companies Act is not criminal, but civil and administrative.

• The law prohibits wrongful conduct against domestic and foreign public administrations.

• Companies are strictly liable for bribery of public officials, among other wrongful conduct.

• The act does not address commercial bribery.

• Companies settle with enforcement agencies if they admit wrongdoing, and they can receive a reduction in the fine.

• Prosecution Authorities

• Brazilian authorities have overlapping responsibilities that are not clearly separated.

• Because there are unclear demarcations of authority, different enforcement agencies may conduct investigations having the same scope and punitive goal regarding the same underlying facts.

• In such cases, competing enforcement agencies may not always cooperate with one another.

• Thus, if settlements or leniency agreements are signed with one authority, this may not prevent another authority from investigating and seeking to punish the same conduct that has been subject to resolution with the first authority.

Voluntary Disclosure & Cooperation: Brazil

Gibson Dunn 32

• Leniency Agreements for Corporate Entities

• Leniency agreements are available under the Clean Companies Act. However, their utility is compromised by competing interests among enforcement authorities in Brazil, which creates legal uncertainty for corporations.

• In November 2017, a director at the Ministry of Transparency and Comptroller General (“CGU”), João Carlos Figueiredo Cardoso, commented on leniency agreements and guiding principles.

• He acknowledged that while several enforcement entities had issued guidance on the negotiation of leniency agreements, a lack of coordination made the legal landscape unclear.

• To secure a leniency agreement, the law requires an admission of liability.

• Authorities should use the agreements to obtain new evidence of wrongdoing, prosecute culpable individuals, and reclaim wrongly obtained, or misspent, funds.

• Leniency agreements should be a tool for rehabilitating companies.

J&F Investimentos• In 2017, the company negotiated a 10.3 billion reais ($3.2 billion)

fine as part of a leniency agreement with Brazil’s Federal Prosecution Service. The fine would be paid over 25 years.

• The leniency agreement contained a provision that allowed other national agencies to sign onto the agreement.

• However, the leniency agreement was suspended and subject to renegotiation after the company’s former owners, Joesley and Wesley Batista, were charged with insider trading and manipulation of financial markets.

UTC Engenharia• In 2017, the company negotiated a leniency deal, agreeing to

pay 574 million reais ($176 million) for fraud related to 29 contracts with state-owned companies.

• The agreement allowed the company to pay the fine over 22 years.

• As part of the agreement, UTC must adopt an integrity program.

Legal Privilege

Gibson Dunn 33

• Preserving privilege is of critical importance in investigations. However, exactly how to do so in multinational investigations is complicated by overlapping, and often conflicting, privilege regimes.

• To maintain privilege over an investigation, it is essential that counsel understands the operative privilege frameworks in all interested jurisdictions.

• Specifically, counsel should identify the privilege and work product protections in the relevant jurisdictions, as well as their choice of law rules.

• Because privilege and work product protections vary, counsel should plan for the least protective law to apply.

Legal Privilege: U.S.

Gibson Dunn 34

The two principal forms of privilege applicable in the U.S. are the attorney-client privilege and work product protection.

Attorney-Client Privilege• Protects from disclosure/discovery of confidential communications between client and attorney made for the

purpose of seeking or providing legal advice.

• Meant to promote open and honest communications between clients and attorneys and to promote public interest in the observation of law and administration of justice.

• Privilege is generally waived when the communications are disclosed to anyone other than the client, the attorney, or certain agents of the client or attorney.

Work Product Protection

• Protects from disclosure/discovery of written statements, private memoranda, or other materials prepared by an attorney or his or her agents in anticipation of litigation.

• Protection is typically not waived by disclosure to non-adversarial third parties, but may be overcome by an adversary’s showing of substantial need.

• During an investigation, interviews should typically be memorialized in writing by counsel to preserve work product protection; verbatim transcripts or audio/video records of interviews may not be protected.

Privilege protections in the U.S. are generally stronger than those available abroad, so it is important to be mindful of other countries’ privilege rules that may be applicable to an investigation.

Legal Privilege: U.K.

Gibson Dunn 35

• The legal professional privilege in the U.K. consists of the legal advice privilege and the litigation privilege.

• Recent cases have helped to clarify the scope of legal professional privilege in the context of corporate internal investigations (SFO v. Eurasian Natural Resources Corporation Limited (“ENRC”); Bilta v. RBS).

• Legal Advice Privilege

• The privilege only attaches to communications between a lawyer and client.

• In the corporate context, the “client” is limited to those authorized to give or receive legal advice on behalf of the corporation. It does not extend to all employees.

• The privilege does not protect typical employee witness interviews.

• But obiter comments in the ENRC decision provide some hope that the narrow definition may be overturned.

• Litigation Privilege

• Only available in adversarial proceedings.

• Only applies where the dominant purpose was defense of the proceedings in question.

• Companies under active investigation who reasonably contemplate an enforcement action may invoke litigation privilege to protect communications with employees and third parties (e.g., experts).

• Whether an enforcement action is “in reasonable contemplation” is highly subjective.

• A company subject to active investigation, or under threat of investigation, should regularly assess whether it contemplates enforcement action by the investigating authority.

• The company should record the assessment in writing – the record may be necessary to subsequently claim privilege.

Legal Privilege: France

Gibson Dunn 36

• Communications between attorneys admitted to the French Bar and their clients are protected by “professional secrecy” (le secret professionnel).

• The privilege covers all advice and correspondence between attorneys and clients and all types of information produced or received by the attorney in the course of the representation.

• The privilege does not extend to in-house counsel, as they are not considered members of the French Bar.

• This is a contested issue, but at this time, le secret professionnel does not protect company communications with its in-house counsel.

• Therefore, it is highly recommended to engage outside counsel before conducting interviews in an internal investigation.

• The Paris Bar clarified in March 2016 that work product from internal investigations conducted by members of the Bar is covered by the privilege; however, any third party who was involved in the investigation may request communication of any document relating to such third party.

Legal Privilege: Germany

Gibson Dunn 37

• Legal privilege is relevant in the context of investigations conducted by Public Prosecutors with respect to alleged criminal misconduct by companies and their employees.

• German law does not provide a statutory discovery proceeding.

• The protection of the attorney-client relationship in enforcement actions is very limited compared to the comprehensive U.S. attorney-client privilege and work product protection.

• Relationships between attorney and client qualifying as “criminal defense” are protected against search and seizure by Public Prosecutors.

• The attorney must be external defense counsel specifically retained for the criminal defense of the client in a matter where the Public Prosecutor already considers the client a suspect of the investigation (Beschuldigter).

• In 2018, the German Constitutional Court addressed the search and seizure of documents located at a U.S. law firm’s office in Germany. The court ruled that attorney-client privilege only protects documents related to the legal representation of the client in the specific proceeding to which the search and seizure is directed.

• Consequence: In the context of investigations, the protection of attorney work product (e.g., interview outlines, memoranda) under German law is subject to specific limitations that are often impractical and unrealistic in the context of a robust internal investigation.

Legal Privilege: Brazil

38

• The attorney-client relationship is regulated by Federal Law 8,906/94 and the Code of Ethics and Discipline enacted by the Brazilian Bar Association (Ordem dos Advogados do Brasil).

• The privilege applies to attorneys licensed or registered at the Brazilian Bar, including in-house counsel.

• Attorney-client privilege does not apply to foreign lawyers who are not registered or licensed in Brazil.

• The privilege covers non-public information received from the client or obtained in the context of the attorney-client relationship for the purpose of securing legal advice.

• The privilege also protects an attorney’s office or workplace, work product, and work-related communications.

• Confidentiality may be broken in the following cases:

• The lawyer wants to protect his or her honor or life

• Prevention of a crime

• Privilege has been waived

• In addition to the privilege, engagement letters often include confidentiality provisions.

Gibson Dunn

Enforcement

Who Should Prosecute?OECD Guidelines

Gibson Dunn 40

• The OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions establishes legally binding standards to criminalize bribery of foreign public officials.

• Article 4, which was adopted by the Negotiating Conference on November 21, 1997, addresses multijurisdictional investigations.

Article 4 “Jurisdiction”

1. Each Party shall take such measures as may be necessary to establish its jurisdiction over the bribery of a foreign public official when the offense is committed in whole or in part in its territory.

2. Each Party which has jurisdiction to prosecute its nationals for offenses committed abroad shall take such measures as may be necessary to establish its jurisdiction to do so in respect of the bribery of a foreign public official, according to the same principles.

3. When more than one Party has jurisdiction over an alleged offense described in this Convention, the Parties involved shall, at the request of one of them, consult with a view to determining the most appropriate jurisdiction for prosecution.

4. Each Party shall review whether its current basis for jurisdiction is effective in the fight against the bribery of foreign public officials and, if it is not, shall take remedial steps.

Who Should Prosecute?Eurojust Guidelines

Gibson Dunn 41

• Eurojust (the European Union’s (“EU”) judicial cooperation unit) published guidelines in 2003 to assist EU Member States in deciding which jurisdiction is best positioned to prosecute cross-border matters.

• Factors include:

• Territoriality: The prosecution should occur in the jurisdiction in which the majority (or most important part) of the crime occurred/loss was sustained.

• Location of suspect(s)/accused person(s): Place in which the suspect/accused person was found; their nationality or usual place of residence; strong personal connections with one Member State; possibility of securing surrender or extradition; possibility of transferring proceedings.

• Availability and admissibility of evidence: “Judicial authorities can only pursue cases using reliable, credible and admissible evidence. The location and availability of evidence in the proper form as well as its admissibility and acceptance by the court should be considered. The quantity and quality of the evidence in the concerned Member States should also be taken into account . . .”

• Sentencing powers: “While it should be ensured that the potential penalties available reflect the seriousness of the criminal conduct that is subject to prosecution, judicial authorities should not seek to prosecute in one jurisdiction simply because the potential penalties available are higher than in another jurisdiction. Likewise, the relative sentencing powers of courts in the different jurisdictions should not be a determining factor in deciding in which jurisdiction a case should be prosecuted.”

Who Should Prosecute?“Piling on” Memorandum

Gibson Dunn 42

Global Anti-Corruption Enforcement Approaches: “Piling on” Memorandum

• On May 9, 2018, Deputy Attorney General Rod Rosenstein announced a new policy regarding the coordination of corporate resolution penalties. In his remarks to the New York City Bar White Collar Crime Institute, Rosenstein stated that the government should “discourage disproportionate enforcement of laws by multiple authorities.”

• Through amendments to the U.S. Attorneys’ Manual, DOJ now expressly discourages the “piling on” of penalties relating to the same misconduct by “instructing Department components to appropriately coordinate with one another and with other enforcement agencies in imposing” any penalties.

• Rosenstein focused on the concept of “fairness,” and acknowledged that “piling on” can deprive a corporation of certainty and finality, as well as negatively impact employees, investors, and customers.

• The memorandum states that in reaching a resolution, DOJ “should consider the totality of fines, penalties, and/or forfeiture imposed by” all enforcement agencies and regulators to achieve a just and fair result.

• In relevant part, the policy instructs DOJ attorneys “to coordinate with other federal, state, local, and foreign enforcement authorities seeking to resolve a case with a company for the same misconduct.”

Who Should Prosecute?“Piling on” Memorandum

Gibson Dunn 43

• The “piling on” policy reflects efforts in certain negotiated resolutions to avoid unfairly punishing corporations and duplicative penalties. For example, DOJ has credited monetary resolutions with other enforcement agencies – both foreign and domestic – in highly coordinated NPAs and DPAs in recent history.

• In recognition of international enforcement considerations, DOJ acknowledged a resolution with the Parquet National Financier in Paris in its agreement with Société Générale S.A. (“SocGen”).

• Approximately one month after DOJ’s release of the “piling on” memorandum, on June 5, 2018, SocGen entered into a DPA with the DOJ Fraud Section and the U.S. Attorney for the Eastern District of New York.

• The DPA resolved criminal charges against SocGen for one count of alleged conspiracy violating the FCPA’s anti-bribery provisions and one count of allegedly transmitting false commodities reports.

• As part of the three-year DPA, the company agreed to pay a penalty of over $585 million to resolve the FCPA charges; however, DOJ agreed to credit SocGen $292.8 million in light of its parallel resolution with Parquet National Financier.

• In August 2018, DOJ closed its investigation into Guralp Systems, a U.K.-based seismology company, for alleged foreign bribery and money laundering. In its declination letter, DOJ specifically stated that it declined to prosecute, in part, because the SFO is conducting a parallel investigation and the company “committed to accepting responsibility for that conduct with the SFO.”

• The “piling on” policy is illustrative of the U.S. government’s willingness to cooperate with, and perhaps defer to, foreign enforcement bodies in cases within their jurisdiction.

Penalties

Gibson Dunn 44

• Civil and criminal penalties are a primary concern of companies facing corruption investigations.

• At the outset of an investigation, it is important to understand the potential financial impact and develop a legal strategy that accounts for, and mitigates, that impact.

• It is also important to understand whether criminal penalties – such as imprisonment – are available to redress the conduct in question.

• With the growth of multinational anti-corruption enforcement, companies are now subject to penalties in multiple jurisdictions for the same conduct.

• Counsel should analyze how different jurisdictions calculate penalties and consider whether certain jurisdictions give credit for actions taken by the company or for penalties paid to other (domestic or foreign) enforcement authorities.

Penalties: U.S.

Gibson Dunn 45

Criminal Penalties (for willful violations)

• Anti-Bribery Provisions

• Corporations: Up to $2 million fine or twice the pecuniary gain or loss

• Individuals: Up to five years’ imprisonment, and a $250,000 fine or twice the pecuniary gain or loss

• Accounting Provisions

• Corporations: Criminal penalties up to a $25 million fine

• Individuals: Up to 20 years’ imprisonment, and up to a $5 million fine or twice the pecuniary gain or loss

Civil Penalties• Anti-Bribery Provisions

• Corporations: Up to $20,111 per violation or the gross amount of pecuniary gain or loss• Individuals: Up to $20,111 per violation or the gross amount of pecuniary gain or loss

• Accounting Provisions• Corporations: Up to $905,353 per violation or the gross amount of pecuniary gain or loss• Individuals: Up to $181,071 per violation or the gross amount of pecuniary gain or loss

Forfeiture

• DOJ can also seek criminal or civil forfeiture of property constituting or derived from an FCPA violation

Penalties: U.S.

Gibson Dunn 46

Criminal Penalty Calculations• Criminal FCPA penalty ranges are calculated based on the U.S. Sentencing Guidelines Manual.

• Base Offense Level Considerations

• Total value of the payment(s) and resulting gain or loss

• Number of bribes

• Seniority of the public official(s) bribed

• Extent of conduct committed outside the U.S.

• Aggravating/Mitigating Factors

• Size of the company

• Seniority of involved employees

• Voluntary disclosure, cooperation, and acceptance of responsibility

SEC Disgorgement Calculations• The SEC is required to show a “reasonable approximation” of the profits “causally connected” to the violation,

but courts apply this standard flexibly given the difficulty of separating legitimate and illegitimate profits.

• Therefore, a defendant’s best argument in the disgorgement context is that the subject payments were not a direct or but-for cause of the gain/loss alleged to have resulted from them.

Penalties: U.S.Case Study: Panasonic Avionics

Gibson Dunn 47

In April 2018, DOJ and the SEC announced a joint $280 million settlement with Panasonic for earning $92 million in profits arising from alleged improper payments in Asia. Base Offense Level 7

Pecuniary Gain of Over $65 million +24

Conduct Outside the U.S. +2

Total Offense Level 33

Base Culpability Score 5

1,000 or More Employees +4

Full Cooperation -2

Total Culpability Score 7

Base Fine $122,681,975

Multiplier 1.4 - 2.8

Fine Range $171,754,765 - $343,509,530

Agreed-Upon DOJ Penalty $137,403,812 (20% discount from low end)

SEC Penalties (Disgorgement + Prejudgment Interest) $143,199,018

TOTAL PENALTY AMOUNT: $280.6 million

Penalties: U.S.Case Study: Olympus Latin America

Gibson Dunn 48

In March 2016, Olympus Latin America entered a $22.8 million DPA with DOJ based on charges of making improper payments to doctors at government-run hospitals in Central and South America.Base Offense Level 12

Pecuniary Gain of Over $7 million +20

Multiple Bribes +2

Total Offense Level 34

Base Culpability Score 5

50 or More Employees, Major Executive Involved +2

Full Cooperation and Acceptance of Responsibility -2

Total Culpability Score 5

Base Fine $28,500,000

Multiplier 1.0 – 2.0

Fine Range $28,500,000 - $57,000,000

Agreed-Upon DOJ Penalty $22,800,000 (20% discount from low end of range)

SEC Penalties (Disgorgement + Prejudgment Interest) $0

TOTAL PENALTY AMOUNT: $22.8 million

Penalties: U.K.

Gibson Dunn 49

The starting point is the Sentencing Council’s Fraud, Bribery and Money Laundering Offenses.

Definitive Guideline

• Step 1: Consideration of a compensation order

• Step 2: Consideration of a confiscation order

• Step 3: Determination of the offense category:

• Culpability: high, medium or low

• Harm: calculated depending on the type of offense

• Step 4: Determination of starting point and category range

• The Step 3 figures (culpability and harm) are multiplied by each other (between 20% and 400%)

Factors that increase seriousness:• Previous relevant convictions• Corporation or subsidiary set up to commit fraudulent

activity • Fraudulent activity endemic within corporation• Attempts made to conceal misconduct• Substantial harm caused• Offense committed across borders or jurisdictions

Factors that reduce seriousness:• No previous relevant convictions• Victors voluntarily reimbursed/compensated• No actual loss to victims• Corporation cooperates with investigation, made early

admissions, and/or voluntarily reported offending• Offending happened under previous management• Little or no actual gain to offending

Penalties: U.K.

Gibson Dunn 50

General principle for setting the fine: The court should determine the appropriate level of fine in accordance with Section 164 of the Criminal Justice Act 2003, which requires that the fine must reflect the seriousness of the offense and requires the court to take into account the financial circumstances of the offender.

• Standard Bank

• Ordered to pay:

• $25.2 million ($16.8 million in financial penalty and $8.4 million in disgorgement)

• $7 million in compensation to the Government of Tanzania

• Rolls-Royce

• Ordered to pay:

• £497.25 million plus interest, and the SFO’s costs of £13 million

• Agreed to pay $170 million to the U.S. and $25 million to Brazil

Penalties: France

Gibson Dunn 51

• Financial Crimes: Penalties for financial crimes in France include €45,000 for falsification (faux), €375,000 for money laundering, and €500,000 for tax fraud.

• Fine amounts for entities are five times the potential fine for an individual.

• Penalty ranges often increase in cases of aggravating circumstances.

• In addition to fines, corporate entities may face other penalties.

• The penalties include, but are not limited to, each of the following for up to five years: prohibition from social or professional activities, prohibition from listing or offering securities, or placement under judicial supervision.

• The entity also may face exclusion from public procurement.

• Compliance Program Violations: Failure to comply with Sapin II’s mandatory compliance program requirements may risk injunctions directed at a company’s representatives. If noncompliance persists, the representatives could be fined up to €1 million per legal entity.

• Penalties CJIP: Entities entering a CJIP with the Public Prosecutor may be required to pay fines proportionate to gains made from the underlying conduct. The cap on such fines equals 30% of the entity’s average annual turnover for the past three years. Additional damages may be payable to victims.

Penalties: Germany

Gibson Dunn 52

Corporate Crime Penalty Components

• The fines consist of two parts:

• Sanction for misconduct (Ahndungsteil): Maximum regulatory fine of €10 million in the case of a criminal offense committed with intent, and €5 million by negligence.

• Until 2013, the maximum sanction for misconduct was a tenth of the current amount (€1 million for intent; €500,000 for negligence).

• Absorption of benefits resulting from misconduct (Abschöpfungsteil): Shall not exceed the financial benefit that the perpetrator has obtained from commission of the regulatory offense.

• Companies charged with a fine may also be excluded from public tender processes.

• Furthermore, fines related to business activities and exceeding €200 are disclosed in the commercialcentral register (Gewerbezentralregister).

Dieselgate: Administrative Order Against Volkswagen AG in June 2018

• The administrative order provides for a fine of €1 billion in total, consisting of:

• Maximum penalty of €5 million; and

• Disgorgement of economic benefits in the amount of €995 million.

Penalties: Brazil

Gibson Dunn 53

• Clean Companies Act. Under the Clean Companies Act, fines can reach up to 20% of annual revenue.

• Decree 8.420/2015 provided guidelines for calculating fines, which can range from 0.1% to 20% of gross revenue of the prior year.

• To calculate the fine, authorities apply percentages to the gross revenue of the legal entity from the year before the commencement of the proceedings. The authorities then exclude certain amounts by similarly applying percentages.

• Payment of fines, however, does not obviate the perpetrator’s obligation to pay restitution.

Fine• 1% to 2.5% if wrongdoing continued over time• 1% to 2.5% if management of the legal entity tolerated

or was aware of wrongdoing• 1% to 4% if wrongdoing resulted in the interruption of

public services or the execution of the project contracted• 1% if the solvency rate of the company was positive in

the year before the commencement of the administrative proceeding

• 5% in the event of reoccurrence• 1% to 5% per the amount of contracts obtained or

sought with the public administration

Discount• 1% if unconsummated wrongdoing• 1.5% if the company redresses the damages caused• 1.5% if the company collaborates with the investigation

of the wrongdoing, regardless of whether a leniency agreement had been reached

• 2% if the company preemptively reports the wrongdoing to the authorities prior to the commencement of the administrative proceeding

• 1% to 4% if the company has a compliance program

Gibson Dunn 54

• A compliance monitorship may be a condition of settling a corporate investigation or prosecution with enforcement authorities.

• Compliance monitors ensure that companies follow applicable laws and regulations and institute proper policies and procedures to facilitate compliance.

• Monitorships are meant to be remedial, not punishment.

• However, the imposition of a monitorship involves significant expenditures of time and money.

• Only a small number of jurisdictions permit monitorships. Companies should understand whether the possibility of a monitorship looms at the conclusion of an investigation, and, if so, how to avoid it.

• As an alternative to a monitorship, some jurisdictions may require a company to develop and implement an effective compliance program and provide regular updates on remediation efforts.

Monitorship & Remediation

Gibson Dunn 55

• Monitorships are imposed as part of FCPA resolutions where the government determines it is necessary to oversee the company’s adoption and implementation of enhancements to its compliance program; they can be time consuming, costly, and intrusive.

• Monitors must have expertise counseling on FCPA issues and with corporate compliance programs, and must be independent.

• The Trump administration has signaled that it is less willing to impose monitorships than its predecessors, instead preferring to credit companies for their self-disclosure and cooperation.

• Monitors were not required in any of DOJ’s 2017 FCPA resolutions, and only one in 2018 so far.

• The SEC required independent compliance monitors in only three cases in 2017, and only for repeat offenders.

• DOJ’s new FCPA Corporate Enforcement Policy indicates that companies can generally avoid monitorships if the company:

• Self-discloses FCPA conduct;

• Fully cooperates in accordance with DOJ policies; and

• Conducts timely and appropriate remediation efforts.

• As an alternative to a full monitorship, the government can require a company to agree to design and implement an effective compliance program and to submit regular reports detailing its ongoing remediation efforts.

Monitorship & Remediation: U.S.

Gibson Dunn 56

• Initially, monitors were used in the U.K. in an ad hoc manner without a clear statutory basis.

• Balfour & Beaty (2008): As part of the settlement, the SFO required the company to accede to “a form of external monitoring for an agreed period.”

• Mabey & Johnson Ltd (2009): As part of its guilty plea, the company agreed to the appointment of an independent monitor for three years.

• Innospec Inc. (2010): DOJ and the SFO agreed to the appointment of a joint independent corporate monitor for a period of three years.

• Monitorships are not expressly contemplated in the DPA Code of Practice.

• Not a compulsory feature of a DPA.

• Monitorship agreements to be determined between the company and the monitor, subject to approval from the prosecutor in question.

• Must be paid for by the company in question.

• Monitors must be given full access to relevant aspects of business.

Monitorship & Remediation: U.K.

“The decision about whether to impose as a term of the DPA a monitor will be informed by the extent to which the program of corporate governance enhancements is complete at the time of the DPA resolution and whether an ongoing independent review and sign off on-completion is considered necessary in the context of the deficiencies identified in the corporate compliance program and corporate governance. Monitors have always been available and we will use them in the right situations. It’s a question of achieving a substantive outcome, and we have to-date focused on that, more than the method through which that might be achieved.” - Camilla de Silva, Joint Head of Bribery and Corruption, June 2018

Gibson Dunn 57

• The DPA Code of Practice does not require the implementation of a compliance program – it is something that maybe agreed. However, companies that fail to implement compliance changes after the underlying conduct comes to light may not have the opportunity.

• One factor in favor of prosecution is if the offense “was committed at a time when [the company] had no or an ineffective corporate compliance program and it has not been able to demonstrate a significant improvement” in its compliance program.

• Standard Bank

• SFO: “In addition to the financial penalty that has been imposed, Standard Bank has agreed to continue to cooperate fully with the SFO and to be subject to an independent review of its existing anti-bribery and corruption controls, policies and procedures regarding compliance with the Bribery Act 2010 and other applicable anti-corruption laws. It is required to implement recommendations of the independent reviewer (Price Waterhouse Coopers LLP).”

• Lord Justice Leveson: “ . . . against this backdrop of Standard Bank’s failings in its anti-money laundering and anti-corruption procedures, the SFO accept that the Bank has made significant enhancements to its compliance policies, procedures and processes since the risk and supervisory review conducted by the FCA in 2011.”

• Rolls-Royce

• As a term of the DPA, Rolls-Royce agreed to implement recommendations from a previous external review and to report to the SFO on its progress.

• A monitor was appointed to oversee implementation.

Monitorship & Remediation: U.K.

Monitorship & Remediation: France

Gibson Dunn 58

• Three of the five CJIP agreements since the inception of Sapin II have required companies to engage in remedial measures supervised by a monitor selected by, and reporting to, the French Anti-Corruption Agency (Agence Francaise Anticorruption) (“AFA”).

• The supervision may last up to three years to ensure the implementation by the company of an effective anti-corruption program.

• In contrast to the U.S., where government agencies do not oversee the monitor’s work on a day-to-day basis, the AFA is intimately involved in the monitorship process, which in practice includes the following five steps:

• An “inventory of the company’s anti-corruption system” performed by AFA agents and resulting in an initial report issued by the AFA within three months from the end of the inventory;

• A company-proposed action plan—to be provided to the AFA within six months from the issuance of the initial report—aimed at improving the company’s anti-corruption compliance program;

• A one-month period to review the company’s action plan, conducted by the AFA;

• Company implementation of the action plan, including quarterly reviews by the AFA and reports to prosecutors that entered into the CJIP; and

• A final audit report prepared by the AFA, including an assessment of whether the company has met the AFA’s anti-corruption compliance goals.

Monitorship & Remediation: France

Gibson Dunn 59

• Article 17 of Sapin II requires all companies to which the law applies to implement mandatory compliance programs.

• Sapin II applies to:

• French companies with at least 500 employees and whose annual turnover exceeds €100 million.

• Companies belonging to a group of companies whose parent company has its registered office in France, with at least 500 employees, and whose consolidated annual turnover exceeds €100 million.

• Sapin II requires all companies within its scope to include the following features in their compliance programs:

• A code of conduct explicitly prohibiting bribery, and defining other prohibited conduct;

• An internal reporting system for employees to report violations of the code of conduct;

• A disciplinary program to enforce the code of conduct;

• An internal risk-mapping system regularly updated;

• A risk assessment of clients, vendors, and other third-party intermediaries;

• A set of financial accounting controls to prevent corruption and influence peddling;

• Anti-bribery training for employees and managers with elevated corruption risk; and

• A system of internal controls to ensure the efficiency of the compliance program.

Monitorship & Remediation: Germany

Gibson Dunn 60

Monitorship: The legal institution of monitorship is not part of German law.

• But German companies have been subject to monitorships due to U.S. authorities. These companies include Siemens, Daimler, Bilfinger Berger, Deutsche Bank, Commerzbank and Volkswagen.

Remediation: Implementation of a compliance program may decrease fines.

• To fulfill the obligation of avoiding infringements, the German Federal Court rewarded the existence of a compliance program and efficient prevention of further misconduct.

• Companies should note the following:

• The compliance program must be established in a way to specifically prevent misconduct.

• The court may assesses whether the corporation took necessary steps to avoid misconduct in the future and whether the compliance program had been adjusted accordingly.

• Assessments are made from an ex-ante perspective; therefore, companies should document the compliance program and any adjustments.

Monitorship & Remediation: Brazil

Gibson Dunn 61

• Monitorships are unfamiliar in Brazilian domestic enforcement cases – they are not a requirement of a resolution.

• The July 2018 resolution with SBM Offshore, whereby the company agreed to pay Brazilian authorities nearly $300 million, did not require the appointment of a monitor.

• Nor did the Keppel Offshore & Marine global resolution, which involved criminal authorities in the U.S., Brazil, and Singapore, due to the company’s extensive remediation efforts.

• But we have seen monitorships extending to Brazil in some prominent multi-agency resolutions.

• Odebrecht S.A. and its petrochemical unit, Braskem S.A., agreed to pay $3.5 billion for a global settlement with authorities in the U.S., Brazil, and Switzerland. The companies agreed to retain independent U.S. and Brazilian compliance monitors for three years.

• Embraer S.A. agreed to pay authorities more than $205 million. The company also agreed to enhance its corporate compliance program and retain an independent compliance monitor for at least three years.

Monitorship & Remediation: Brazil

Gibson Dunn 62

• On March 18, 2015, former President Dilma Roussef issued Federal Decree 8.420/2015 to regulate the Clean Companies Act.

• In relevant part, Federal Decree 8.420/2015 established criteria used to evaluate compliance programs:

• Commitment of management, including the board

• Policies and procedures applicable to all company employees and managers

• Policies and procedures applicable to third parties, such as suppliers and agents

• Routine training programs

• Routine risk assessments

• Accounting books and records (completeness and accuracy)

• Internal controls regarding financial statements

• Public procurement procedures

• Independence, structure, and authority of the compliance department

• Accessibility of avenues to report issues and protection of good-faith whistleblowers

• Disciplinary measures in cases of wrongdoing

• Measures to stop issues and remediate

• Due diligence procedures regarding the hiring of third parties

• M&A due diligence

• Continuous monitoring

• Political contribution transparency

Individual Prosecutions

Gibson Dunn 63

• Enforcement officials not only target corporations during anti-corruption investigations – they also focus on individual liability.

• As part of the Siemens investigation, numerous individuals faced civil and criminal sanctions.

• The focus on individual liability has increased over the past decade. For example, the U.S. is increasingly focusing its attention on the corruption of foreign government officials.

• Notably, the FCPA does not apply to officials, but anti-money laundering laws do.Example 2: Five Former Venezuelan Government Officials• Charged for their alleged

participation in an international money laundering scheme involving bribes made to secure energy contracts from Venezuela’s state-owned and state-controlled energy company, Petroleos de Venezuela S.A.

• Two were also charged with conspiracy to violate the FCPA

• Four of the five were arrested in Spain in October 2017

Example 1: Luis Gustavo Moreno Rivera• Columbia’s former National Director of Anti-Corruption• Extradited to the U.S. in May 2018• Charged with one other individual for one count of conspiracy to commit

wire fraud, two counts of wire fraud, one count of conspiracy to launder money in order to promote foreign bribery, and two counts of substantive money laundering

• Allegedly solicited bribes and received a down payment while in the U.S.• Arrested in Colombia pursuant to an Interpol Red Notice

Gibson Dunn 64

Released on September 9, 2015, the Yates Memo articulates several changes to DOJ policy with respect to cooperation credit for alleged corporate wrongdoers.

• Focus on individuals from the start of the investigation.

• A company must provide DOJ with “all relevant facts” relating to individual misconduct to be eligible for cooperation credit. But a company may still be eligible even if it cannot identify culpable individuals given the relevant facts.

• Absent extraordinary circumstances or approved departmental policy, DOJ will not release culpable individuals from liability when resolving a matter with a corporation.

• Civil attorneys are encouraged to pursue civil enforcement against individuals despite an individual’s inability to pay.

• DOJ attorneys should not resolve matters with a corporation without a clear plan to resolve related individual cases.

Sally Q. YatesFormer Deputy Attorney General

Individual Prosecutions: U.S.Yates Memo

Gibson Dunn 65

• Deputy Attorney General Rod Rosenstein and other officials from DOJ and the SEC have consistently emphasized holding individuals accountable for corporate crime.

• Consistent with Rosenstein’s remarks, individual prosecutions appear to have remained an important component of white collar enforcement during the first year of the Trump administration.

• 70% of DOJ’s enforcement actions in 2017 included prosecutions against individuals.

• Individual prosecutions by DOJ were at the highest level ever in 2017 (20 actions), except for an anomaly in 2010.

• DOJ has expanded its reach to foreign official bribery recipients by bringing money laundering charges when they use the U.S. financial system (e.g., PDVSA officials, Petroecuador executive).

• The SEC Co-Director of Enforcement Steven Peikin (with Stephanie Avakian) in November 2017 asserted that individual liability will be an “intense focus [of the SEC] in every FCPA investigation.”

• But the SEC charged individuals in only 30% of its FCPA enforcement actions in 2017.

Deputy AG Rod Rosenstein

SEC Enforcement Co-Director

Steven Peikin

Individual Prosecutions: U.S.Accountability and the Trump Administration

Individual Prosecutions: U.K.

Gibson Dunn 66

• Cooperation regarding prosecution of individuals as a term of a corporate DPA:

• Rolls-Royce DPA: “At the reasonable request of the SFO, Rolls-Royce shall also cooperate with other domestic or, consistent with local law and practice, foreign law enforcement and regulatory authorities and agencies, as well as the Multilateral Development Banks (“MDBs”), in any investigation or prosecution of any of its present or former officers, directors, employees, agents, and consultants, or any other third party, in any and all matters relating to the conduct which is the subject of the Indictment and described in the Statement of Facts.”

• DPAs are not available for individuals.

• U.K. Sentencing Council Fraud, Bribery and Money Laundering Offenses: Definitive Guideline provides that self-reporting and/or early admissions by an individual is a factor reducing the seriousness of offending or reflecting mitigation.

• Serious Organized Crime and Police Act (2005) process available in the case of corruption offenses:

• Section 71 grants the SFO (and certain other prosecutors) a power to confer criminal immunity upon an individual.

• Section 73 is an alternative to Section 71 – if the prosecutor elects not to offer immunity in return for assistance but wishes nonetheless to provide an incentive in order to elicit assistance, then a deal pursuant to Section 73 can be offered.

• Section 73 does not confer a right to receive leniency in return for assistance; however, a cooperating offender is entitled to expect a substantial sentence discount.

Individual Prosecutions: U.K. (2008 to Present*)

Gibson Dunn 67


Individual Sentences for Bribery and Corruption Offenses in the U.K.

Individual Prosecutions: Germany

Gibson Dunn 68

• German criminal law is based on the act of an individual person and companies as legal entities cannot be subject to German criminal law.

• The Public Prosecutors typically investigate employees, not companies.

• Companies, however, may be charged with a criminal fine if the criminal wrongdoing by its employee can be attributed to the company (e.g., if company management failed to prevent such misconduct).

• Core provisions: fraud, bribery/corruption, tax fraud

• Penalties for Individual Persons

• Fraud: Fines or imprisonment up to five years (ten years in serious cases).

• Civil claims for damages with personal liability against board members, supervisory board members, managers or employees.

• Chief Compliance Officer (“CCO”)

• In 2009, the Germen Federal Supreme Court ruled that the CCO may face personal criminal liability if he/she omitted or neglected his/her duties (Garantenpflicht).


Gibson Dunn 69

• Personal liability for damages

• German civil law provides personal and unlimited liability for (supervisory) board members damaging the company.

• The burden of proof privileges the company as plaintiff (exception to the general German principle).

• The company must prove the existence and amount of damage caused by an act/omission of the respective member.

• The respective member carries the burden of proof that he/she fulfilled the diligence required in relation to the proper discharging of his/her duties of office.

• Siemens: Neubuerger

• The former Siemens CFO Neubuerger was ordered by the Munich District Court to personally pay €15 million to Siemens as compensation for the violation of his duties. At the Court of Appeal he agreed to a settlement with Siemens for €2.5 million.

• This is a leading case in Germany known as “Neubuerger-decision.”


Gibson Dunn 70

• Recent tendency for an aggressive and comprehensive approach by German law enforcement

• In June 2018, the Munich local court issued a warrant to arrest the CEO of Audi, Rupert Stadler, in the course of the diesel emissions investigation. The warrant is a very strict investigation measure, which is subject to tight regulations under German law.

• The prosecutors convinced the court to sanction an arrest to avoid any danger of collusion. Stadlerallegedly tried to influence witnesses, which the prosecutors learned by tracing his telephone.

• This demonstrates the aggressive approach of prosecutors’ investigations – they investigate everyone, from low-level employees to board members.

• Corporations, and their personnel, should treat any information or witness in the scope of the investigation as very sensitive and take steps to avoid the specter of collusion.

Individual Prosecutions: France

Gibson Dunn 71

• During the past decade, France has rarely sanctioned individuals for international bribery.

• In the first 15 years after the OECD convention was implemented in France, France sanctioned only seven individuals and gave lenient sanctions.

• Sapin II does not offer CJIP agreements to individuals; the CJIP process is available only to legal entities.

• France has cooperated in international prosecutions of individuals with French citizenship.

• In 2008, French citizen Christian Sapsizian, an employee of French telecommunications company Alcatel CIT, pleaded guilty to FCPA and money laundering violations (Southern District of Florida).

• Sapsizian was sentenced to 30 months in prison.

• In the press release announcing the plea agreement, DOJ thanked the French law enforcement officials for their cooperation.

• A 2015 decision from the Paris Court of Appeals held that individuals who pleaded guilty in the U.S. to FCPA violations could not be prosecuted for the same offense in France.

• Sapin II expands the jurisdictional reach of French law in financial bribery cases by eliminating prior rules requiring that either the victim or offender be a French citizen.

Individual Prosecutions: Brazil

Gibson Dunn 72

• Enforcement authorities in Brazil may prosecute individuals for bribery and corruption.

• Operation Car Wash

• Brazilian and international companies allegedly overcharged Petrobras, Brazil’s state-owned oil company, and allegedly paid kickbacks to politicians.

• In 2016, the investigation led to approximately 60 convictions with prison sentences totaling over 750 years. From March 2014 to December 2016, the investigation resulted in 1,434 investigative proceedings, 120 convictions, and over 50 politicians were investigated.

• Significant Related Actions

• January 2017: The Brazilian Supreme Court accepted guilty pleas from 77 current and former Odebrechtemployees. Information provided as part of the plea deals implicated dozens of politicians.

• March 2017: Eduardo Cunha, former Speaker in Brazil’s congress, was convicted for accepting bribes and sentenced to over 15 years in prison.

• July 2017: Luiz Inacio Lula da Silva, former President of Brazil, was sentenced to 10 years in prison on corruption charges.

• Cooperation agreements are available to individuals under Law No. 12.850/2013 and the Brazilian Penal Code.

• Other statutes dealing with specific crimes (e.g., financial crimes, tax crimes, racketeering, drug trafficking) that existed prior to Law No. 12.850/2013 contained leniency provision for individual cooperators.

• Cooperation benefits for individuals include a reduction in prison term, judicial pardon, and commutation of prison sentence with alternative punishments not requiring imprisonment. Cooperation agreements also reward assistance against co-conspirators.

Developments & The Future

74

Despite past statements from Trump signaling dissatisfaction with U.S. criminal enforcement policies and priorities, there has been little obvious change in white collar enforcement over the past year and a half.

Recent Developments: U.S.

The FCPA is a “horrible law and it should be changed.”

Donald TrumpInterview with CNBC

May 15, 2012

“This country is absolutely crazy” to prosecute violations in Mexico and China.

“The world is laughing at us.”

The FCPA puts U.S. businesses at a “huge disadvantage.”

“Every other country goes into these places, and they do what they have to do.”

• Anti-corruption continues to be a key U.S. enforcement priority.

• On April 24, 2017, Attorney General Jeff Sessions said that DOJ “will continue to strongly enforce the FCPA and other anti-corruption laws. Companies should succeed because they provide superior products and services, not because they have paid off the right people.”

• We see increasing cross-border cooperation and multinational involvement in large white collar investigations.

• Large penalties and settlements are the norm for corporate white collar enforcement actions.

• U.S. authorities continue to prosecute individuals for white collar crimes.

• Officials focus on holding senior executives, as well as gatekeepers like compliance and legal professionals, accountable for alleged misconduct.

Gibson Dunn

75

DOJ and the SEC have pursued novel theories of liability to expand their jurisdictional reach and the scope of conduct they consider unlawful.

Recent Developments: U.S.

• In recent years, the SEC has lowered the bar for FCPA prosecutions and alleged defendants “created a risk” of foreign bribery due to inadequate internal controls (e.g., Oracle (2012), BHP Billiton (2015), and Mondelez International (2017)).

• The SEC has also claimed disgorgement from inadequate internal controls but without alleging a bribery charge (e.g., Halliburton (2017) and Orthofix (2017)).

• But the courts have not always accepted the U.S. government’s position:

• U.S. v. Hoskins (conspiracy charge not permitted against a foreign national who is not in the categories of persons directly covered by the FCPA).

• Kokesh v. SEC (the SEC’s disgorgement remedy constitutes a “penalty,” and is therefore subject to the five-year statute of limitations).

Gibson Dunn

76

Recent Developments: U.K.

• The future of the SFO as an independent investigator and prosecutor is safe (for now) after a period of considerable uncertainty.

• Lisa Osofsky was appointed Director of the SFO for a five-year term starting in September 2018.

• Osofsky’s first speech in September 2018 suggests that the SFO will continue with existing strategies in the near term, including:

• Continued commitment to anti-corruption work and the use of DPAs where appropriate;

• Working collaboratively with others, including the private sector and international partners, with the U.S. and emerging jurisdictions identified in particular; and

• Use of technology to streamline cases.

Lisa Osofsky, Director SFO

Crown Prosecution Service (“CPS”): Max Hill QC will commence his term as Head of the CPS in November 2018.

Gibson Dunn

Recent Developments: U.K.

Gibson Dunn 77

2017 brought developments in U.K.’s anti-corruption enforcement efforts.

• Publication of a long-term, wide-ranging, anti-corruption strategy• Incorporates domestic and international enforcement initiatives• Focuses on the U.K. as an international financial center

• December 2017 Economic Crime Review: focused on tackling fraud, money laundering, and corruption

• New laws• Overseas companies beneficial ownership register• Asset seizure

• Enhanced enforcement coordination • New suspicious activity reports regime• Liaison with the new National Economic Crime Center

• Creation of an Economic Crime Strategic Board• Appointment of a new “Anti-Corruption Champion”

Recent Developments: France

Gibson Dunn 78

• France has significantly increased efforts to combat corruption in recent years, following criticism from the OECD Working Group on bribery.

• Sapin II, which was finalized in December 2016, significantly changed France’s anti-corruption regime:

• Created a new anti-corruption enforcement agency (AFA);

• Officially criminalized the act of offering a donation, gift, or reward to a foreign public official in exchange for favorable treatment;

• Expanded the extraterritorial application of France’s enforcement jurisdiction by eliminating a dual-criminality requirement;

• Created a mechanism for the National Financial Prosecutor to enter into a DPA-style settlement agreement (CJIP).

Recent Developments: Germany

Gibson Dunn 79

• In 2017, the German legislator revised the provisions on confiscation.

• Because German law has no corporate criminal law, the provisions on confiscation only apply in cases of an individual conviction but may affect corporate and individual benefits resulting from the crime.

• The legislator adopted the following key changes:

• Simplified the requirements to strengthen confiscations.

• Extended its application (inter alia, confiscation as mandatory procedure in several cases rather than at the discretion of the Public Prosecutors).

• Eliminated the exclusionary criterion that confiscation is inapplicable in the case of third-party claims.

• Germany issued legislation to establish a federal “competition register,” effective in 2020. The register will track fundamental economic crimes and ensure that respective companies are excluded from public tender processes.

• The new Federal German Government declared in its coalition agreement in March 2018 the intent to create a legal framework for internal investigations, especially with regard to seized documents and searches, and to incentivize fact-finding through internal investigations. Discussions about the need for, and content of, German corporate criminal law are ongoing in political circles and juridical media.

Funding: U.S.DOJ Criminal Division

Gibson Dunn 80

2017Budget: $181.4 million

Employees: 768Attorneys: 448

2018 (Estimated)Budget: $180.5 million Employees: 680 (-88)Attorneys: 421 (-27)

2019 (Projected)Budget: $187.4 millionEmployees: 729 (+49)Attorneys: 440 (+11)

Source: DOJ, Budget & Performance Summaries for FY2018 and FY2019.

• The Trump administration eliminated 48 vacant positions and 40 positions of employees scheduled to leave or retire as part of its broader effort to streamline the federal bureaucracy.

• Although the Criminal Division’s staffing levels have rebounded in the FY2019 budget request to Congress, the administration has not characterized FCPA enforcement as a point of emphasis.

• However, DOJ continues to bring and conclude FCPA, fraud, and anti-money laundering cases at a rate similar to prior years.

0

20

40

60

80

100

120

140

160

180

200

Tota

l bud

get (

mill

ions

)

DOJ Criminal Division Budget (2004 – 2019)

Funding: U.S.SEC Division of Enforcement

Gibson Dunn 81

2017Budget: $512.3 million

Employees: 1,393

2018 (Estimated)Budget: $505.8 millionEmployees: 1,362 (-31)

2019 (Projected)Budget: $531.7 millionEmployees: 1,379 (+17)

Source: SEC, Congressional Budget Justification for FY2019.

• After a cut in headcount between 2017 and 2018, the SEC’s proposed FY2019 budget would restore 17 positions in the Division of Enforcement, in part to support the Division’s new Cyber Unit and Retail Strategy Task Force.

• Many commentators expected that the SEC’s FCPA enforcement efforts would be surpassed by other agency priorities under Chair Jay Clayton, but this year the SEC is expected to surpass the number of enforcement actions initiated in 2017.

Funding: Europe

Gibson Dunn 82

• U.K.

• In April 2018, the SFO announced that the government agreed to changes to its funding arrangements.

• Previously, the SFO had “blockbuster” funds to conduct larger investigations and trials.

• The new core budget was almost doubled, and will be £52.7 million for the 2018-2019 fiscal year.

• France

• The AFA has an operating budget of €10-15 million and four times as many staff as its predecessor agency.

• Germany

• The Public Prosecutor is organized at the state level; therefore, German enforcement authorities do not have a central budget.

• European Enforcement Authorities.

• The European Anti-Fraud Office (“OLAF”) and the European Public Prosecutor’s Office (“EPPO”) are enforcement entities mandated by the EU.

• OLAF conducts administrative investigations into irregularities and fraud. It has a total budget of €181 million for 2021-2027.

• EPPO, which is expected to be operational in late 2020, will investigate large-scale, cross-border crime against the EU budget. Funding for EPPO is not yet settled.

Recent Developments: Emerging Jurisdictions

Gibson Dunn 83

• On March 19, 2018, the Singapore Parliament passed the Criminal Justice Reform Act, which, among other things, introduces a DPA regime to the jurisdiction.

• DPAs in Singapore will only be available for specific offenses, including corruption, money laundering, and receipt of stolen property, but not the primary fraud offense of “cheating” (similar to common law fraud). Moreover, as with DPAs in the U.K., Singapore’s DPAs only apply to corporate entities.

Singapore Introduces DPAs

• In May 2018, Poland’s Ministry of Justice proposed legislation that would drastically alter prosecutors’ ability to charge corporations with violations of the Polish criminal code while also allowing corporate defendants to resolve such charges through U.S.-style DPAs.

• Under current Polish law, corporations may be criminally charged only if a “related” individual has previously been convicted of one of the specific offenses enumerated in the relevant statute. Under the proposed legislation, however, corporations may be charged independently of any prosecutions of relevant individuals.

Poland Targeting Corporate Defendants

Recent Developments: Emerging Jurisdictions

Gibson Dunn 84

• On March 31, 2017, the Australian Minister for Justice, the Honorable Michael Keenan MP, released a public consultation paper on a proposed model for a DPA scheme.

• A DPA scheme is a key focus of the Australian Government’s consideration of options to facilitate a more effective and efficient response to corporate crime by encouraging greater self-reporting by companies.

Australia and Switzerland Considering DPAs

• In March 2018, the Swiss Office of the Attorney General presented a proposal to develop a framework for DPAs in Switzerland.

• The proposed agreement template provides that if a company violates the agreement during the probation period and does not take timely remedial measures, the prosecutor will indict the company in the competent court. However, if the company fulfills the agreement during the probation period, the prosecutor will terminate the proceedings.

Today’s Presenters

Gibson Dunn 85

Richard Grime is a partner in our Washington, D.C. office and Co-Chair of the firm’s Securities Enforcement Practice Group. Previously, he was Assistant Director in the Division of Enforcement at the SEC, where he supervised enforcement actions covering the FCPA, financial fraud, and insider trading. He is ranked nationally by Chambers USA as a leading attorney in FCPA and Securities Regulation: Enforcement. He is also ranked by Chambers Global as a leading attorney in FCPA and was recently selected by his peers for inclusion in The Best Lawyers in America© 2016 in the field of Criminal Defense: White Collar.

Sacha Harber-Kelly is a partner in our London office specializing in global white-collar investigations. Prior to joining the firm in January 2018, he was a prosecutor in the Anti-Corruption and Bribery Division at the SFO. He handled some of the largest and most complex cases brought by the SFO, and he was centrally involved in U.K.’s development of a DPA regime.

Benno Schwarz is a German-qualified partner in our Munich office specializing in corporate anti-bribery compliance, especially issues surrounding the enforcement of the FCPA and the U.K. Bribery Act, as well as applicable Russian law. He was a member of the international team from Gibson Dunn advising the Siemens compliance monitor.

Patrick Stokes is a partner in our Washington, D.C. office who focuses on internal corporate investigations, anti-corruption and fraud cases. Previously, he headed the DOJ FCPA Unit, managing the FCPA enforcement program and all criminal FCPA matters throughout the U.S. covering every significant business sector. He also served as Co-Chief of the DOJ Securities and Financial Fraud Unit.

Joe Warin is a partner in our Washington, D.C. office, Chair of the office's Litigation Department, and Co-Chair of the firm's White Collar Defense and Investigations Practice. He is regarded as a top lawyer in FCPA investigations, FCA cases, and special committee representations, and he led the international team from Gibson Dunn advising the Siemens compliance monitor. He has skillfully handled federal regulatory inquiries, criminal investigations and cross-border inquiries by dozens of international enforcers across the globe, including U.K.’s SFO and FCA, and government regulators in Germany, Switzerland, Hong Kong, and the Middle East.

BeijingUnit 1301, Tower 1China Central PlaceNo. 81 Jianguo RoadChaoyang DistrictBeijing 100025, P.R.C.+86 10 6502 8500

BrusselsAvenue Louise 4801050 BrusselsBelgium+32 (0)2 554 70 00

Century City2029 Century Park EastLos Angeles, CA 90067-3026+1 310.552.8500

Dallas2100 McKinney AvenueSuite 1100Dallas, TX 75201-6912+1 214.698.3100

Denver1801 California StreetSuite 4200Denver, CO 80202-2642+1 303.298.5700

DubaiBuilding 5, Level 4Dubai International Finance CentreP.O. Box 506654Dubai, United Arab Emirates+971 (0)4 318 4600

FrankfurtTaunusTurmTaunustor 160310 FrankfurtGermany+49 69 247 411 500

Hong Kong32/F Gloucester Tower, The Landmark15 Queen’s Road CentralHong Kong+852 2214 3700

Houston811 Main StreetHouston, Texas 77002+1 346.718.6600

LondonTelephone House2-4 Temple AvenueLondon EC4Y 0HBEngland+44 (0) 20 7071 4000

Los Angeles333 South Grand AvenueLos Angeles, CA 90071-3197+1 213.229.7000

MunichHofgarten PalaisMarstallstrasse 1180539 MunichGermany+49 89 189 33-0

New York200 Park AvenueNew York, NY 10166-0193+1 212.351.4000

Orange County3161 Michelson DriveIrvine, CA 92612-4412+1 949.451.3800

Palo Alto1881 Page Mill RoadPalo Alto, CA 94304-1125+1 650.849.5300

Paris166, rue du faubourg Saint Honoré75008 ParisFrance+33 (0)1 56 43 13 00

San Francisco555 Mission StreetSan Francisco, CA 94105-0921+1 415.393.8200

São PauloRua Funchal, 418, 35°andarSao Paulo 04551-060Brazil+55 (11)3521.7160

SingaporeOne Raffles QuayLevel #37-01, North TowerSingapore 048583+65.6507.3600

Washington, D.C.1050 Connecticut Avenue, N.W.Washington, D.C. 20036-5306+1 202.955.8500

Our Offices

Gibson Dunn 86

Date post:	15-Mar-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times

Ten Years After Siemens: The Evolving Landscape of Global ... · 9/17/2018 · Siemens paid over...

Documents