Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
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Transcript of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
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William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs
Histories as the Guide To The Road Ahead
Thomas FoxIQPC-International Compliance and Ethics in Oil & Gas 2009London-March 30 and 31, 2009
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Legal Disclaimer
The views stated herein
are solely those of the
author.
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For Want of a Nail the Shoe was Lost For Want of a Shoe the Horse was Lost For Want of a Horse the Battle was Lost For Want of a Battle the Kingdom was Lost
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Romeo and JulietAgents
“For never was a story of more woe / Than this of Juliet and her Romeo”
Willbros pays $22MM fine for payment of bribes in Nigeria
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Hamlet-Distributors
“Something is Rotten in Denmark”
AGA pays $2MM for improper payments made by independent distributor
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King Lear and the FoolJoint Ventures
“And I'll to bed at noon”
Halliburton pays $382 MMon behalf of KBR, which createdthe TSKJ Joint Venture to fund ‘Consulting Agents’ in Nigeria
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Macbeth and the Three WitchesFreight Forwarders
“Fair is foul, and foul is fair”
Vetco Gray pays $26MM for 268 separate bribes paid by the Freight Forwarder Panalpina for shipments into Nigeria.
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Othello and IagoConsultants
“I pray you, in your letters, When you shall these unlucky deeds relate”
Baker Hughes pays $44MM for payments made to Isle of Man
“Consulting Firm” mandated by KazakOil officials
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The Intermediary
The Play The Tragedy
AgentsHamlet-something is rotten in Denmark
Willbros pays $22MM for payment of bribes in Nigeria
DistributorsRomeo and Juliet-For never was a story of more woe / Than this of Juliet and her Romeo
AGA pays $2MM for improper payments made by independent distributor
Joint VenturesKing Lear-And I'll to bed at noon Halliburton pay $382 MM for KBR
which created the TSKJ Joint Venture to fund “Consulting Agents” in Nigeria; KBR pays $20MM
Freight Forwarders
Macbeth-Fair is foul, and foul is fair: Hover through the fog and filthy air
Vetco Gray pays $26MM for 268 separate bribes paid by freight forwarders Panalpina in Nigeria.
ConsultantsOthello-I pray you, in your letters,
When you shall these unlucky deeds relate
Baker Hughes pay $44MM for payments made to Isle of Man “Consulting Firm” mandated by Kazak Oil officials
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Macbeth (Redux)
On January 30, 2009, Gerald Hodgkins,Assistant Director of the Divisionof Enforcement at the SEC, was asked to provide hispersonal predictions for 2009:
• continued high levels of voluntary disclosure of potential FCPA violations by companies; • continued focus on specific industries and industry-wide investigations; • continued imposition of large fines and disgorgement, alongside cases with more modest numbers; • more actions brought against individuals; • continued use of compliance monitors;
• and increased international cooperation.
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Richard II
• Risk Based Compliance
Opinion Release 08-02
AON Policy
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Alec Guinness as Richard III
• Minimize your Risk and How Much is Enough
• US Gov Resources• Other Public Resource• Trace International• DOJ Opinion Release Procedure
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Henry IV
Structure Post-Contract
safeguards
• Audit Rights and
DOJ Opinion 04-02
• Contacts and Reporting
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Henry V
• Joint Venturesor do you really want
to go back to France
alone
1. Majority Controlled
2. Minority Participation
3. Existing JVs
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Shakespeare’s London and President Obama
Don’t Let the Traffic Rush You