Foreign Corrupt Practices Act and Anti- Corruption Laws Compliance, Investigations, and Defense

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1 Foreign Corrupt Practices Act and Anti- Corruption Laws Compliance, Investigations, and Defense Starting in 2007, the U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) significantly increased enforcement of the U.S. Foreign Corrupt Practices Act (FCPA). Many key trading partners including Canada, China, Germany, and the United Kingdom have stepped up enforcement of their own anticorruption laws. Additionally, in 2007, the DOJ began an export control/trade sanctions enforcement initiative under the direction of current Holland & Hart partner Steven Pelak that led to a marked increase in U.S. export control and trade sanction investigations and prosecutions. Best practices now require the consideration and inclusion of anti-corruption controls as part of a business's overall international trade compliance program. Holland & Hart attorneys are particularly experienced in corruption and bribery matters, having served as prosecuting and defense attorneys in corruption and bribery cases involving private industry, governmental officials, labor union officials, law enforcement officials, and others. This experience has included complex corruption and bribery administrative and criminal matters involving the FCPA, the U.K. Bribery Act, domestic U.S. bribery and conflict of interest statutes, other national anti-corruption laws, and the anti-corruption provisions of the International Traffic in Arms Regulations (Part 130). These corruption, bribery, and fraud matters often intersect with other trade sanctions and export controls, including those administered by the U.S. Treasury Department's Office of Foreign Assets Control[s] (OFAC) and the U.S. State Department's Directorate of Defense Trade Controls (DDTC), with which Holland & Hart attorneys have deep decades long experience. Related Professionals Jonathan M. Anderson John C. Anderson Laura Z. Chester Clarissa M. Collier Jason A. Crow Anastasia Fainberg David J. Glynn Gregory E. Goldberg Gwen S. Green Brian N. Hoffman J. Triplett Mackintosh Michael J. O'Leary Jeremy P. Paner Steven W. Pelak Jason E. Prince Jason E. Prince Lizbeth C. Rodriguez-Johnson Brett C. Ruff Related Practices Compliance Systems, Audits, and Disclosures Government Investigations and White-Collar Defense Export Control/Trade Sanctions With this experience, Holland & Hart attorneys specialize in helping clients navigate the shifting landscape of global anti-corruption compliance and enforcement. Our attorneys have expertise in creating and implementing robust FCPA compliance and training programs that generate important defensive data for entities, conducting internal investigations of alleged FCPA violations, and coordinating discreet resolution of DOJ and SEC investigations and enforcement actions. Compliance and Training Programs

2 We counsel companies on the creation or enhancement of compliance and training programs to help prevent violations of the FCPA and other anti-corruption laws. Our approach incorporates best practices, with reference to the FCPA, as well as general standards practices found in Section 8B2.1 of the U.S. Sentencing Guidelines and the DOJ and SEC's A Resource Guide to the U.S. Foreign Corrupt Practices Act. Our recommendations also reflect international business realities our clients encounter and the points of intersection between their conduct and the FCPA or other applicable anti-corruption controls. Holland & Hart attorneys have helped design FCPA compliance and training programs for a wide range of clients, including some of the world's largest multinational companies in the mining, defense services, agribusiness and renewable energy industries. We excel in counseling clients on how to minimize the FCPA compliance risks that arise from circumstances such as (a) the provision of gifts, meals, travel, entertainment and other things of value to foreign officials; (b) foreign officials' demands for "facilitating" or "grease" payments to secure routine governmental actions; (c) the use of third-party intermediaries to conduct business with foreign officials; and (d) conducting business with foreign state-owned or state-controlled entities. As part of this compliance work, we audit our clients' anticorruption compliance posture and, if appropriate, develop strategies for voluntary disclosures and resolution of identified issues. Our work is strategically designed to take advantage of available mitigation and to enhance remedial measures that will resolve the matters with minimal legal exposure. As part of its efforts to assist clients in the development of corporate defensive data relative to anti-corruption compliance, Holland & Hart has developed HHCMS, a proprietary online training system for employers that can be tailored to meet a company's FCPA, export control and trade sanctions compliance needs. Click here for details and to watch an online demonstration. Investigations, Enforcement Actions and Trial Internal investigations, properly conducted, are an important, effective way to assess legal risk and allow for proper mitigation and remediation of non-compliance. Acting as special counsel for public and private companies, we use a disciplined protocol to investigate and assess allegations. These investigations are usually preceded by detailed tasks lists, allowing clients to appreciate from beginning to end the course of a corruption investigation and resolution. We are also experienced in managing grand jury investigations, search warrant responses, and informal requests for information. If required, Holland & Hart presents a formidable trial team headed by Steven

3 Pelak. As the DOJ's first National Coordinator of Export Control/Embargo Enforcement from 2007 until 2013, Mr. Pelak was responsible for several high-profile corruption and export control prosecutions under U.S. domestic bribery and fraud statutes, the FCPA, the Arms Export Control Act (AECA), and other laws. Complementing Mr. Pelak, Holland & Hart partner Trip Mackintosh is the only attorney outside of Washington, D.C. who for three years running has been nationally ranked by Chambers USA for International Trade: Export Controls and Economic Sanctions. Given the recognized interplay between corruption and export control/trade sanction violations, Mr. Mackintosh has extensive experience coordinating investigations and defenses that involve allegations of corrupt business practices abroad. Our clients benefit from this teamwork and the combined experience of Mr. Pelak and Mr. Mackintosh, as well as others on the anticorruption, export controls and trade sanctions team. Interplay Between Anti-Corruption, Export Controls and Trade Sanctions The FCPA and related anti-corruption controls should be an integral component of any global trade compliance program. Many of the recommended compliance checks are the same. And many of the compliance processes overlap and are best designed as an integrated approach, as opposed to stand-alone anti-corruption and trade controls systems. Corruption often accompanies poor controls that allow for transfers of data, items or services in violation of U.S. and other national export control and trade sanction laws. In our experience, internal investigations of alleged corruption violations often reveal export control or trade sanction violations, and vice versa. Our experience with the FCPA, other national anti-corruption standards, and U.S. and other export controls and trade sanctions enables us to provide clients a more efficient solution to anticorruption controls and trade compliance. Experience FCPA Compliance Matters Examples of FCPA compliance matters include: Developed and implemented anti-corruption policies and guidelines for primed U.S. defense contractor operating in Iraq and Afghanistan.

4 Developed and implemented anti-corruption program for U.S. high tech company operating in Russia and several other Eastern European countries. Developed and implemented an FCPA compliance and training program for one of the world's largest mining companies. Drafted an FCPA compliance program for a U.S.-based multinational agribusiness company, developed an FCPA compliance training program for the company's employees in China, and counseled on means of minimizing FCPA compliance risks arising from its joint venture in India. Drafted an FCPA compliance policy and provided FCPA compliance training for the executives of a U.S.-based automated welding company's Chinese joint venture. Drafted an FCPA compliance policy and provided FCPA compliance training for a U.S.-based forest products company with operations throughout the Pacific Rim, and drafted the company's FCPA-specific international contract provisions. FCPA Investigative Matters Examples of FCPA investigative matters include: Represented a U.S. entity with regard to alleged FCPA violations involving a multi-million dollar transfer of funds to and from the former Khadafy government in Libya. This matter began as an OFAC investigation that later implicated FCPA concerns, resulting in voluntary disclosures to the DOJ and OFAC, with no resultant government enforcement action taken. Represented a U.S. entity regarding the export of ITARcontrolled aircraft parts to the Khadafy government in Libya, as well as the resultant FCPA and U.S. Anti-Boycott Regulations issues. The company voluntarily disclosed suspected violations to multiple federal agencies, including the DOJ, the U.S. Directorate of Defense Trade Controls and the U.S. Department of Commerce, with no resultant government enforcement action taken. Represented a U.S. company with regard to an internal investigation of multiple cash payments to several Russian officials in relation to governmental permitting and tax payments. Represented publicly-traded U.S. mining company with regard

5 to alleged corruption in China involving precious metals. This representation involved a reassessment of prior investigative work performed by international law and accounting firms. Directed the internal investigation of a U.S. company's suspected FCPA violations arising from a third-party sales agent's cash payments to foreign officials in South America. Represented several U.S. publicly traded companies with regard to corruption allegations in China, Syria and elsewhere. Publications Gradual Withdrawals from Fraud & Other Wrongdoing: Guidance for Corporate Officers and In-House Counsel in the Whistleblower Era Corporate Governance Advisor, Volume 22, Number 3, May/June 2014 Author(s): Jason Prince, Steven Pelak 3 Lessons From Canada's First FCPA' Trial Law360, October 2013 Author(s): Jason Prince, Steven Pelak Co-author(s): Steven Pelak Canada s First FCPA Trial & Increased International Law Enforcement Cooperation Holland & Hart News Update Author(s): Steven Pelak Corporate Anti-Corruption Programs are Now Essential Nevada Gaming Lawyer Author(s): J. Triplett Mackintosh, Jonathan Anderson DOJ and SEC Release Joint FCPA Guidelines Holland & Hart News Update Author(s): Jonathan Anderson A Rose by Any Other Name? Foreign Corrupt Practices Act-Inspired Civil Actions The Advocate, March/April 2009 Author(s): Jason Prince Proposed Amendments to the U.S. Foreign Corrupt Practices Act Rev. Int'l Bus. L. 175, 1988 Author(s): J. Triplett Mackintosh Co-author(s): John P. Sweeney

6 Speaking Engagements and Events Fall 2013 July, 2013 March, 2012 March 22, 2011 December, 2010 June 19, 2008 Anti-Corruption/FCPA Enforcement Trends & Compliance Best Practices Creating a Culture of Compliance: Lessons from the U.S. Foreign Corrupt Practices Act Minimizing Foreign Corrupt Practices Act Risk in China's Guanxi Culture Self-Disclosures, Audits, and Internal Investigations When Things Go Wrong: How to Handle a Potential FCPA Violation Foreign Corrupt Practices Act During Mergers and Acquisitions Due Diligence