1

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. ANTI CORRUPTION (FCPA) LAWS?Most countries in Asia have strict anticorruption legislation with heavy penalties for companies who are involved in bribery.

The US Foreign Corrupt Practices Act applies to US and non-US 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

OUR SERVICES• Preparing anticorruption policies and procedures

• Pre- and post-acquisition due diligence

• Due diligence on agents and third-party service providers

• Internal investigations

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: INDIA

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 US FCPA provides for a limited exception for some facilitation payments to non-US 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.

RECENT REPRESENTATIVE MATTERS • Conducting an internal bribery investigation into alleged bribery of public officials for a major global hospitality company in respect of its business in Southeast Asia.• Conducting an internal bribery investigation into a Vietnamese target company for an MNC client.• Preparing an anticorruption program for a major international food company.• Advising a major international investment bank in carrying out a bribery risk assessment and preparing a compliance program for its real estate business in China.• Advising a UK JV property development company in carrying out a bribery risk assessment of its business and preparing an anticorruption program.• Advising an MNC property development company in carrying out a global corruption risk assessment and preparing an anticorruption program.Further credentials can be provided on request.

www.duanemorris.com | © Duane Morris LLP 2016 | January 2016

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.

2

OFFICE LOCATIONS AND REACH

UNITED STATES

Atlanta Baltimore Boca Raton Boston Cherry Hill Chicago Houston Lake Tahoe Las Vegas Los Angeles

Miami Newark New York Philadelphia Pittsburgh San Diego San Francisco Silicon Valley Washington, D.C. Wilmington

INTERNATIONALHanoi Ho Chi Minh City London Myanmar

Oman Shanghai Singapore

> Joint ventures in Myanmar, Oman, Shanghai and Singapore > Alliances in Mexico and Sri Lanka > Leadership positions with international networks of independent law firms

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 700 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 CONTACTSHead of India Practice Duane Morris & Selvam LLP Email: bambekar@duanemorrisselvam.com

BABITA AMBEKAR is is head of Duane Morris & Selvam’s India Practice Group. She advises

multinationals on international aspects of matters relevant to India as well as Indian companies expanding globally.

Her core areas of specialisation include cross border mergers & acquisitions and corporate and bank regulatory and compliance work.

Ms. Ambekar regularly authors articles relating to practical considerations when expanding in South and Southeast Asia from a legal and regulatory perspective.

Head of Corporate Criminal Investigations and Compliance (Asia) Duane Morris & Selvam LLP

SAMUEL R. SHARPE is head of the Corporate Crime and Investigations 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. Mr. Sharpe also publishes papers and commentary on recent developments in the corporate criminal law in Asia.

MAURO M. WOLFE practices in the area of international white-collar criminal defense, with a special emphasis on Foreign Corrupt Practices Act compliance, due diligence and investigations. Mr. Wolfe is AV® Preeminent™ Peer Review Rated by Martindale-Hubbell in the areas of Criminal Law,

White Collar Crime and Litigation. He is listed in the 2012-2014 editions of New York Super Lawyers - Metro in the area of Criminal Defense: White Collar. He is an Officer for the International Bar Association Criminal Committee and was a past National Subcommittee Co-chair on White Collar & Corporate Investigations for the American Bar Association Securities Litigation Committee.

Mr. Wolfe served as an Assistant U.S. Attorney in the Securities and Healthcare Fraud Unit in Newark, N.J. Prior to that, he was the Special Assistant U.S. Attorney for the District of New Jersey, where he worked in the Criminal Division, Major Frauds Unit. Earlier in his career, Mr. Wolfe served as a senior attorney in the Enforcement Division of the SEC’s Philadelphia District Office. He has worked on FCPA matters worldwide, including in Asia, Latin America, the EU and Africa.