OUR SERVICES• Preparing anticorruption policies and procedures• Pre- and post-acquisition due diligence• Due diligence on agents and third-party service providers • Internal investigations

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DUANE MORRIS & SELVAM advises corporations, partnerships and sole proprietorships on developing internal anticorruption programs to educate officers, owners and employees in all aspects of compliance. We also counsel our clients on conducting internal investigations and defend companies in government investigations, criminal prosecutions and civil enforcement actions.

ARE YOU COMPLIANT WITH LOCAL AND U.S. ANTICORRUPTION (FCPA) LAWS?Most countries in Asia have strict anticorruption legislation, with heavy penalties for companies who are involved in bribery.The U.S. Foreign Corrupt Practices Act applies to U.S. and non-U.S. companies doing business internationally. Other countries’ laws may also apply to you.

POLICIES AND PROCEDURES THAT PROTECTAn adequate anticorruption compliance program is a necessity for all businesses.An adequate anticorruption program:• Is expected by the authorities in most countries• May protect your company and its officers from prosecution• Allows early detection of potential bribery• Is good corporate governance

WHAT SHOULD AN ADEQUATE ANTICORRUPTION PROGRAM HAVE?• An anticorruption policy and standard operating procedures that are aligned to that policy• Training at all levels of the organization• Top-level commitment from the board• A focus on the actual risks faced by the company— it should not be an “off the shelf program”• Frequent updating and monitoring

DEALING WITH FACILITATION PAYMENTSFacilitation payments refer to small bribes paid, typically to a public official, to facilitate or speed up a routine government action.Example: a payment to a customs official to expedite the clearance of goods through a port.In many countries, facilitation payments are prohibited. The U.S. FCPA provides for a limited exception for some facilitation payments to non-U.S. public officials.In common law countries such as the UK, where a corrupt payment is made under duress, the payer may have a defense against any bribery charge.The best practice for companies is to prohibit all facilitation payments, unless exceptional circumstances (such as threats to life) exist and the payment is approved by management.

HOW TO RESPOND TO BRIBERY ALLEGATIONS IN YOUR ORGANIZATION• Bribery allegations are not uncommon in any company.

Always investigate. You cannot deal with the problem unless you understand it.

Investigate early• Authorities in most countries expect it!• Prevent inappropriate behavior by employees or agents

becoming the “norm.”• If detected early, most incidents present a low risk to the

company and can be dealt with internally.

Instruct external legal counsel?• If the company may be in violation of one or more laws,

instruct external legal counsel. • External counsel’s investigations and advice will be privileged

and cannot be disclosed in many jurisdictions. Auditors’ and accountants’ reports may not be privileged.

• Authorities in most countries expect an independent investigation.

Do you need to self-report?• In some cases, self-reporting an incident early can protect

your company from prosecution or reduce penalties. Consider legal advice on whether and when to self-report.

ANTICORRUPTION COMPLIANCE AND INVESTIGATIONS: ASIA

RECENT REPRESENTATIVE MATTERS • Advising in relation to a Singapore Police (Commercial Affairs

Division) investigation into our client, an international corporate services provider, regarding allegations concerning contracts that may have been entered into in the name of companies managed by our client (without our client’s knowledge) with an entity subject to UN sanctions.

• Advising the UK government and Towards Transparency in a project to determine foreign investors’ experiences of high-risk business practices that may indicate bribery and corruption in Vietnam.

• Advised a Japanese manufacturing company on their anti-bribery policies and procedures for their Southeast Asia business.

• Reviewed anti-bribery policy and procedures to ensure UK Bribery Act compatibility for an MNC flavor company.

• Advised a former employee of a major MNC in relation to allegations against the company of bribery and fraud.

• Conducted an investigation into money laundering allegations made in a US indictment against individuals and companies connected to our client.

• Advised a Canadian-based fund in respect to a fraud committed by a General Manager of one of their companies in China.

• Conducted an investigation into a USD 5.5 million value fraud committed against our client in Indonesia, including working with Indonesian police.

• Led an investigation into money laundering allegations made with respect to our client, an international corporate services provider.

• Assisted in advising an international engineering/consulting firm with anti-bribery policy and procedures in Asia, including FCPA and UKBA compliance.

• Advised a UK JV property development company in carrying out a bribery risk assessment of its business and drafting FCPA and UK Bribery Act compliant anti-bribery policies and procedures.

• Advised a major international investment bank in carrying out a bribery risk assessment and drafting FCPA and UK Bribery Act compliant policies and procedures for a JV real estate holding company in China.

• Conducted an investigation into an MNC client’s Vietnamese operations and advising on liabilities under the UK Bribery Act and UK anti-money laundering legislation.

• Led an internal investigation into alleged bribery of public officials for a major multinational hotel and leisure company in respect of its hotels in Southeast Asia.

• Completed risk assessment and creation of comprehensive global anticorruption compliance program for $3 billion foreign company with operations in over 60 countries.

• Represented a U.S. medical device manufacturer in a Foreign Corrupt Practices Act compliance review conducted in connection with an exclusive sales agreement in Venezuela. www.duanemorris.com | © Duane Morris LLP 2017 | January 2017

This publication is intended as a general overview of the subjects dealt with. It is not intended to be, and should not be used as, a substitute for taking legal advice in any specific situation. Duane Morris & Selvam LLP and Duane Morris LLP cannot accept any responsibility for any actions taken or not taken on the basis of this publication.

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UNITED STATES

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Oman Shanghai SingaporeTaiwan

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Duane Morris & Selvam LLP is the joint law venture consisting of international law firm Duane Morris LLP and Singapore-based Selvam LLC, with headquarters in Singapore. Supported by a network of more than 750 attorneys in multiple offices around the world, it offers innovative solutions to the legal and business challenges presented by today’s evolving global markets.

KEY CONTACTSSAMUEL R. SHARPE Head of Corporate Criminal Investigations and Compliance (Asia) Duane Morris & Selvam LLP +65.6311.3691 ssharpe@duanemorrisselvam.com

Mr. Sharpe is head of the Corporate Criminal Investigations and Compliance Practice Group of Duane Morris & Selvam LLP (DMS) in Asia and is also a member of DMS’s dispute resolution department. Mr. Sharpe is based in Singapore and advises clients on corporate crime investigation (particularly in cases of alleged bribery, fraud and money laundering) and compliance and commercial dispute resolution. Mr. Sharpe has advised numerous companies in Asia on anticorruption and anti-money laundering compliance and internal investigations related to corruption, money laundering and fraud allegations. Mr. Sharpe presents at conferences and corporate training programs around Southeast Asia and China and commentates on recent developments to regional news network, Channel News Asia.

• Conducted Foreign Corrupt Practices Act due diligence risk assessment in mergers and acquisitions transaction involving 20 countries in Africa and Latin America.

• Advised a U.S. company with regard to negotiating the potential Foreign Corrupt Practice Act risks connected with the sale of its Asian subsidiary to another U.S.-based company.

• Advised an MNC property development company in carrying out a bribery risk assessment of its business and drafting FCPA and UK Bribery Act compliant anti-bribery policies and procedures.