us fcpa vs. uk bribery act: staying out of the …...international anti-corruption efforts » the...

Copyright © 2016 Holland & Knight LLP. All Rights Reserved

US FCPA vs. UK Bribery Act:Staying out of the Cross FireMark A. Flessner Leigh F. ZeisingPartner Senior Counsel

July 27, 2016Holland & Knight | Chicago

A Brief History of the Foreign Corrupt Practices Actand

The UK Bribery Act of 2010

International Anti-Corruption Efforts

» The Foreign Corrupt Practices Act (the FCPA) is a US criminal law enacted in 1977 that prohibits bribery of “foreign government officials” and requires companies to maintain accurate records.

» The UK Bribery Act was enacted in 2010 and prohibits not only the bribery of “foreign public officials” but bribery in the corporate sector as well.

» Today most countries have anti-bribery laws.

» Enforcement of the FCPA is a priority for the US Department of Justice, the Securities and Exchange Commission (SEC) as well as many foreign governments.

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Penalties

Why Should I Care?

Penalties for Companies violating the FCPA are severe:

» Anti-bribery provisions:

˗ $2 million in criminal fines per violation or the greater of 2X the gross gain/loss (if pecuniary gain or loss results) and civil penalty (disgorgement and fines up to $10,000)

» Accounting provisions:

˗ $25 million in criminal fines per violation

» Additional consequences:

˗ Debarment (company cannot do business with the government)

˗ Disgorgement of profits from unlawful business

˗ Expensive investigations and legal fees

˗ Terrible press coverage

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Why Should I Care?

Penalties for Companies violating the UKBA are even more severe:


˗ UNLIMITED


˗ Debarment (company can be excluded from participating in public sector

˗ contracts throughout the EU)

˗ Disgorgement of profits from unlawful business

˗ Expensive investigations and legal fees

˗ Terrible press coverage

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Why Should I Care?

Penalties for Individuals violating the FCPA are severe:


˗ 5 years imprisonment

˗ $250,000 criminal fine or up to 2X the gross gain/loss and civil penalties of fines up to $10,000 (cannot be indemnified)


˗ 20 years imprisonment

˗ $5 million criminal fine


˗ Loss of job and professional reputation

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Why Should I Care?

Penalties for Individuals violating the UKBA are even more severe:

» 10 years imprisonment

» Unlimited monetary fines consequences

» Loss of job

» Loss of professional reputation

» Confiscation of property

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The FCPAAn Overview and Update

What Does the FCPA Prohibit?


˗ Prohibits payment of “anything of value”

˗ directly or indirectly

˗ to a foreign government official (non U.S. official)

˗ for the purpose of

i. influencing, inducing or otherwise affecting an foreign government official actions, decision or omission of an action or decision,

ii. securing an improper advantage, or

iii. assisting in obtaining or retaining business for any person or entity.


˗ Companies are required to maintain accurate books, records and accounts.

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The DOJ is pushes the reach of the FCPA as broadly as possible.

Who is Covered by the FCPA?

» U.S. companies

» Employees and agents of U.S. companies (even foreign employees and agents)

» Any other “person” while in the U.S.

» Any U.S. person or entities outside the U.S.

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FCPA: Who is a “Foreign Government Official”?

A foreign government official is:

» Any officer or employee of a government or a governmental department or agency;

» A political party, party official, or candidate for political office;

» Any officer or employee of a government owned or controlled entity or company (e.g. state-owned bank, hospital or telecommunications company);

» Any member of a military;

» Any officer or employee a public international organization (such as the United Nations or the World Bank); or

» Any person acting in an official capacity for or on behalf of any of the above.

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FCPA: What Does it Mean to “Know”?

Under the FCPA, it is illegal to pay anyone (including third party agents) if you “know” that all or part of the payment will be passed to a “foreign government official.”

Knowing means:

» Actual knowledge

» Awareness of high probability that prohibited payment will occur

» Can be proved by circumstantial evidence:

˗ Ignoring “red flags”

˗ Consciously disregarding “red flags”

˗ Willful blindness to “red flags”

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FCPA: What Constitutes “Anything of Value”?

Company and employees can be liable for:

» Promises or attempts to bribe, even if the bribe is not accepted or the bribe never actually occurs; or

» Authorization or ratification of payments made by others.

“Anything of value” is not only cash. It can include:

» Entertainment or travel (e.g. hotel stays, gambling, dinners);

» Gifts (watches, rugs etc.);

» Property, investments, or discounts;

» Contributions to a foreign government official’s charity; and

» Job offers for the foreign government official’s relatives.

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You Can Be Liable for Acts of Third Parties

Your company and its employees may be liable under the FCPA not only for their own actions, but also for actions of external sales agents,

distributors, joint venture partners, consultants or other business associates.

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Protect Yourself Against Missteps by Third Parties

Before hiring a third party to interact with any foreign government official on your behalf :

Review the third party business associate’s qualifications, expertise, andrelationship to government officials;

Conduct public records searches;

Check references;

Have third party sign agreement not to violate anti-bribery laws; and

Have you local compliance officer sign off on the engagement.

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Do Not Ignore Red Flags!

Do not hire any third party agent who requests:

Excessive commission, contingency or success fees;

Large discounts to which they are not otherwise entitled;

Entering into “consulting agreements” that include vaguely described services;

To be engaged as a consultant in a line of business that is different than their own;

Reimbursement of unusual, poorly-documented or last minute expenses;

Payment be made in advance of services to be provided;

Payment be made in cash or to an offshore bank account; or

Payment be made in the name of or to an account of a different person.

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Do Not Ignore Red Flags!

Do not hire a third party agent if they are:

Related to or associated with a foreign government official;

Requested to be a part of the transaction by a foreign government official;

A shell company incorporated in an offshore jurisdiction;

Secretive;

Insolvent or have significant financial difficulties that would reasonably be expected to impact the venture;

Ignorant of or indifferent to local laws and regulations; or

Subject of credible rumors or media reports that impact their ethics or have current or previous cases of corruption or other legal violations.

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Protect Yourself: Travel and Entertainment

» Meals and Entertainment for foreign government officials must:

˗ Be modest, appropriate under the circumstances, and customary in the country in which it is given (e.g. a dinner while negotiating a business contract is fine);

˗ Include a representative of your company;

˗ Not occur for the same company or person more than 4 times in any 12 month period; and

˗ Never be given if the recipient has hinted that the meal/entertainment will make them more likely to favor the company.

» Travel for foreign government officials must:

˗ Be directly related to promoting the company’s products or services or performing a contract;

˗ Be a reasonable amount in light of the business purpose (e.g. airfare and hotel);

˗ Include reimbursement only equal the amount of actual expense; and

˗ Whenever possible, the company should pay the foreign government official’s expenses directly.

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Protect Yourself: Travel and Entertainment

» Examples of Improper Travel and Entertainment

$12,000 birthday trip for a government decision-maker from Mexico that included visits to wineries and dinners

$10,000 spent on dinners, drinks, and entertainment for a foreign government official

Trip to Italy for eight Iraqi government officials that consisted primarily of sightseeing and included $1,000 in “pocket money” for each official

Trip to Paris for a foreign government official and his wife that consisted primarily of touring activities via a chauffeur-driven vehicle

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Protect Yourself: Gifts

» Gifts to foreign government officials (whether given directly or by third party) must be: ˗ Of modest value (e.g. calendar, pen, mouse pad, book);

˗ Never made in cash;

˗ Permitted under written local laws of the host country;

˗ Customary, in type or value, in that country;

˗ Given openly and not secretly; and

˗ Accurately reflected in your company’s books, records and accounts;

˗ Not offered at the request or suggestion of the foreign government official.

Use your judgment!

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Facilitating payments are risky!

The Exception: Facilitating Payments

There is a limited exception to the anti-bribery prohibitions under the FCPA for payments made to facilitate or expedite "routine governmental action.”

For example: making a very small payment to

˗ Obtain permits, licenses, or other official documents to which the company is entitled in any event;

˗ Processing governmental papers, such as visas and work orders; or

˗ Turning on phone service, etc.

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FCPA: Books and Records

All employees are responsible for maintaining accurate books and effective controls.

The US Government has imposed serious fines for violating these provisions.

Books and records must be in reasonable detail which accurately and fully reflect transactions.

Accounting for payments, gifts, entertainment, etc. MUST be accurate and complete.

Your company should implement and monitor effective controls such as: ˗ Gifts and Entertainment Questionnaire;

˗ Guidelines for Gifts and Business Entertainment – Expense forms; and

˗ Training.

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FCPA: Defenses

» Defenses that do not work:

There is no other way to do business.

Everybody is doing it.

We were extorted.

We didn’t do it, our agent did it.

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The UKBA of 2010An Overview and Update

What’s Different About the UKBA?

» THE UK BRIBERY ACT OF 2010: THE NEXT FRONTIER OF GLOBAL ANTI-CORRUPTION

» The most expansive territorial reach of any anti-corruption law in the world

» The most aggressive definition of bribery of any anti-corruption statutes

» The most severe penalties

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Controversial

» Effective July 1, 2011, it has unleashed a firestorm of public commentary and debate.

˗ Would it punish businesses who are trying to compete in the underdeveloped world?

˗ Would it criminalize routine business conduct?

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UKBA: What is a Bribe?

» The offense of bribing another personOccurs when a person offers, promises or gives a financial or other advantage to another (directly or indirectly) where s/he:

intends the advantage to induce/reward a person for the improper performance of a relevant function or activity; or

knows or believes the acceptance of the advantage is itself improper performance; and

the relative functions and activities are defined as “any activity connected with a business”.

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UKBA: What is a Bribe?

» Bribing a foreign public officialOccurs when a person offers, promises or gives a financial or other advantage to a foreign public official (directly or indirectly); where s/he:

intends to (1) influence a foreign public official or (2) obtain or retain business or an advantage in the conduct of business; and

the foreign public official is neither permitted nor required by applicable written law to be influenced by such offer, promise or gift.

The conduct of the foreign public official need not be deemed improper.

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UKBA: Who is Covered?

Foreign Public Officials

» Foreign public officials include:

˗ Officers and employees of any legislative, administrative or judicial position outside UK;

˗ Officers and employees of any entity performing public function for country or agency outside UK;

˗ Officers and employees of public international organization; or

» Any person acting in an official capacity for or on behalf of any of the above.

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Senior Officers

» If an offense is committed by a corporate body, a senior officer (or person purporting to act in that capacity) is also guilty of the offense if:

˗ The offense is committed with “consent or connivance” of the senior officer (or person purporting to act in that capacity), or

˗ When the bribery act took place outside UK (and jurisdiction is based on the fact that the company is a UK corporate body), the senior officer or person had a “close connection” with UK.

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Any officer or employee of a legislative, administrative or judicial position who Accepts a bribe.

» The offense of being bribed occurs when a person requests, agrees to receive or accepts a financial or other advantage (directly or indirectly):

• where s/he intends there to be improper performance (by anyone) as a consequence;

• where the request, agreement or acceptance is itself improper; or

• where there is improper performance (by anyone – whether they know it to be improper or not), in anticipation or consequence of the request.

˗ Does not matter who benefits, the briber or a third party, as long as the beneficiary knows or believes performance improper.

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Anyone Who Makes a Bribe.

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UKBA: Failure to Prevent Bribery

Strict liability exists if a company fails to prevent bribery by its employees or representatives if the purpose of the offense is to keep or to retain business or a business advantage for the company.

As a strict liability offense, it is not necessary that the company knew of the offense or even practiced conscious avoidance.

The adequate procedures defense: a company must demonstrate that it had adequate internal compliance procedures in place.

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UKBA: Failure to Prevent Bribery

Individuals and companies may be liable for failing to prevent bribery committed by “associated persons”

» “Associated Persons” include those performing services for or on behalf of the individual or company:

˗ Joint ventures;

˗ Contractors and suppliers, but likely not sellers or distributors.

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UKBA: No Exceptions!

Unlike the FCPA, there are no exceptions to liability for “routine” facilitation payments made in order to obtain the performance of routine actions, like processing license or customs fees

There is no de minimis standard that excuses payments of a nominal level

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UKBA: Extra Territoriality

» For certain offenses jurisdiction exists, if: ˗ any part of the prohibited conduct occurs in UK; or

˗ acts take place abroad, the person performing the act has a close connection with the UK.

» The definition of a close connection:˗ British citizenship (e.g. British citizen, British National, British Overseas citizen

etc.);

˗ ordinary residence in the UK; or

˗ incorporation in the UK.

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UKBA: Extra Territoriality

» Jurisdiction exists in connection with the failure of a company to prevent a bribe if any part of prohibited conduct occurs in UK

» If the acts are committed by a foreign company, the test of jurisdiction is not “close connection”, but the much more expansive standard of whether the company carries on any part of its business in the UK.

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UKBA: The 6 Principles of the Adequate Procedures Defense

Proportionality

Top-level commitment

Risk assessment

Due diligence

Communication

Monitoring and review of the effectiveness of compliance programs

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UKBA: What Factors are Considered with bringing an Enforcement Action Against a Foreign Public Official?

» The following elements favor prosecution of foreign public officials:˗ Receiving large or repeated payments;

˗ The acceptance of Facilitation payments as planned or regular way of doing business;

˗ Evidence of active corruption on the part of the foreign public official(s); and/or

˗ The foreign public official’s actions are in breach of clear policies by his organization.

» Factors against prosecution of a foreign public official:˗ The receipt of a small single payment;

˗ Evidence of self-reporting and remedial action;

˗ The foreign public official’s actions were in accordance with clear and appropriate policies by his organization; or

˗ Foreign public official was in a vulnerable position.

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Critical Differences Between UKBA and FCPA

UK BRIBERY ACT FCPA ANTI-BRIBERY PROVISIONS

Prohibited Conduct:

Prohibits bribery of any person (not limited to foreign public officials or other public sector) to induce them to act “improperly”

Prohibits bribery of non-US governmental officials for purposes of obtaining or retaining business

Bribe Recipients:

Prohibits payments of/offer to pay a bribe, as well as requesting/accepting a bribe

Prohibits only payments of/offer to pay a bribe; requesting/accepting a bribe is not a violation

Jurisdiction: UK companiesForeign companies that operate

in the UKUK nationals and residentsAny person acting while in the

UKAny person acting overseas with

a “close connection” to the UK

US companies (public or private)Foreign companies listed on a US stock

exchangeUS citizens and residentsAny person acting while in the USAny person (employees, third parties)

acting for a US company

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Knowledge Requirement:

For bribing foreign public officials no requirement for dishonest intent. In other cases of giving bribes must intend or know of acting “improperly”. Companies face strict liability for failure to prevent acts of bribery

Requires corrupt intent

Reasonable and bona fide promotional expenditures:

No exception or defense (but reasonable, proportionate and bona fide expenditure unlikely to amount to bribery under the Act)

Permissible

“Facilitating” payments to expedite routine governmental action:

No exception or defense. While in practice prosecutors may decide prosecuting some small payments is not in the public interest, we still await the Attorney General’s guidance on prosecutorial discretion

Permissible

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Payments permitted by written law of foreign country:

Permissible in case of foreign public official; otherwise, factor for consideration in determining whether acting “improperly”

Permissible

Adequate procedures in place designed to prevent bribery:

Defense to the offense of failing to prevent bribery. Not a defense to other offenses but may be relevant to prosecutorial discretion

Not a corporate defense, though having such procedures may assist in negotiations with the government

Direct penalties: Up to 10 years of imprisonment for individuals and unlimited fines

Individuals: Up to 5 years of imprisonment and criminal fines up to US$250,000 per violation, plus civil penalties up to US$10,000 per violationCompanies: Criminal fines up to US$2,000,000 per violation and/or restitution, plus civil penalties up to US$10,000 per violation

Ancillary penalties:

Pursuant to European Union Public Sector and Utilities Procurement directives, where a company or its director(s) has been convicted of corruption, it will be excluded from participation in public sector contracts throughout the European Union

Companies and individuals may be suspended or debarred from contracting with US government and companies may have their import/export licenses revoked or denied

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Practice Education Bar Admission

About the Presenter – Mark A. Flessner

45

Mark A. Flessner

» Mark A. Flessner

» Partner

» 312.715.5882

» [email protected]

» Chicago, Illinois

Mark A. Flessner is a partner in Holland & Knight's Chicago office. He has a broad range of industry experience, having represented clients in many areas, including healthcare, retail, manufacturing, insurance and finance. He also has substantial experience investigating wrongdoing within the corporate world.

Mr. Flessner has extensive trial experience — this includes bringing more than 40 cases to verdict and arguing more than 35 cases on appeal. He advises clients on litigation risk and assists clients facing government scrutiny for criminal, civil and regulatory matters. Additionally, Mr. Flessner represents clients facing complex commercial litigation, internal corporate investigations, grand jury inquiries and issues involving the Foreign Corrupt Practices Act (FCPA). Prior to entering private practice, Mr. Flessner was a federal prosecutor at the United States Attorney's Office in Chicago for 12 years.

• Healthcare Litigation• Litigation and Dispute Resolution• White Collar Defense and

Investigations• Foreign Corrupt Practices Act• International Litigation and Arbitration• Appellate• Class Action Litigation and Arbitration• False Claims Act Defense• Financial Investigations• Government Contracts• Healthcare Fraud and Abuse• Securities Litigation• Consumer Protection Defense and

Compliance

• DePaul University College of Law, J.D.

• University of Notre Dame, M.Div.

• University of Illinois at Urbana-Champaign, B.A., Political Science, with distinction

• Illinois

Practice Education Bar Admission

About the Presenter – Leigh F. Zeising

46

Leigh F. Zeising

» Leigh F. Zeising

» Senior Counsel

» 312.578.6578

» [email protected]

» Chicago, Illinois

Leigh Zeising is a senior counsel in Holland & Knight's Chicago office and a member of the firm's Corporate Mergers and Acquisitions Team. Her practice particularly focuses on cross-border transactions. Ms. Zeising has worked in 100 different jurisdictions worldwide and has significant experience working with the laws of countries such as the United Kingdom, Bermuda, Germany, France, Italy, Luxembourg, the Netherlands, Switzerland, Spain, Korea, China, the Cayman Islands, the Bahamas, Netherland Antilles, Mexico, Brazil, South Africa and Australia. She is adept at drafting a plethora of cross-border agreements including: merger and acquisition agreements; contribution, distribution and spin-off agreements; debt and swap instruments; and related transaction documents. As a result of her representation of clients worldwide, Ms. Zeising has an in-depth understanding of foreign laws, business and cultural practices that enables her to efficiently and effectively assist multinational corporations in the execution of transactions.

• Cross Border Structuring and Integration

• International and Cross Border Transactions

• Mergers and Acquisitions

• Private Equity

• Financial Services

• Corporate Services

• Compliance Services

• ESOP (Employee Stock Ownership Plans)

• International Practices

• Canada Practice

• China Practice

• Latin America Practice

• Mexico Practice

• University of Michigan, J.D.

• Michigan State University, B.A., English Literature, with honors

• Illinois

Questions?

Thank You!

MARK A. FLESSNER Partner

Chicago T 312.715.5882 [email protected]

Practices: Healthcare Litigation | Litigation and Dispute Resolution | White Collar Defense and Investigations | Foreign Corrupt Practices Act | International Litigation and Arbitration | Appellate | Class Action Litigation and Arbitration | False Claims Act Defense | Financial Investigations | Government Contracts | Healthcare Fraud and Abuse | Securities Litigation | Consumer Protection Defense and Compliance

Mark A. Flessner is a partner in Holland & Knight’s Chicago office. He has a broad range of industry experience, having represented clients in many areas, including healthcare, retail, manufacturing, insurance and finance. He also has substantial experience investigating wrongdoing within the corporate world.

Mr. Flessner has extensive trial experience — this includes bringing more than 40 cases to verdict and arguing more than 35 cases on appeal. He advises clients on litigation risk and assists clients facing government scrutiny for criminal, civil and regulatory matters. Additionally, Mr. Flessner represents clients facing complex commercial litigation, internal corporate investigations, grand jury inquiries and issues involving the Foreign Corrupt Practices Act (FCPA).

Prior to entering private practice, Mr. Flessner was a federal prosecutor at the United States Attorney’s Office in Chicago for 12 years. He led major investigations involving sophisticated and complex financial fraud. His prosecutions included public corruption, bank fraud, insurance fraud, securities fraud, white collar crime, gangs and narcotics cases. Mr. Flessner has also investigated international money laundering, terrorism and cases involving national security.

Representative Engagements

» Represented a former partner of WG Trading who has been indicted in the Southern District of New York for participating in an alleged Ponzi scheme; the government alleges a loss of approximately $550 million

» Led a team of lawyers who obtained a directed finding at the close of the government’s case in favor of their client, a physician, whom the Illinois Attorney General had indicted on four counts of felony criminal neglect

» Represented the former CEO of BDO Seidman in an investigation into whether the Justice Department had interfered with the defendant’s right to counsel by pressuring his former employer to stop paying the ex-CEO’s attorneys’ fees

» Led a $7.6 million judgment for a publicly-held insurance company after a five-week trial involving breaches of an asset purchase agreement and a non-compete employment agreement

» Assisted a bank in recovering several millions of dollars in loans after the borrower defaulted

Presenters

» Represented an executive of Takeda Abbott Pharmaceuticals in an eleven-defendant, three month jury trial in which the Justice Department alleged illegal kickbacks

» Represented and currently represents clients under investigation by the Securities and Exchange Commission, the Commodity Futures Trading Commission and other government agencies

» Represents clients under criminal investigation or already under indictment; past clients include a former Governor of the State of Illinois, securities traders and brokers, banks and other financial institutions, insurance companies, healthcare providers and pharmaceutical manufacturers

Mr. Flessner donates significant legal time to pro bono activities and is the pro bono partner for the firm’s Chicago office. He was a lead attorney on a death penalty habeas corpus petition in Alabama; lead attorney on a high-profile immigration case in Chicago; and a member of the Federal Defender Panel in the Northern District of Illinois, providing legal representation to the indigent.

Honors & Awards

» The Best Lawyers in America guide, Criminal Defense: White Collar, 2016 » Holland & Knight Public and Charitable Service All-Star, 2014 » Heartland Alliance 16th Annual National Immigrant Justice Center Practitioner’s Award » Award for Excellence in Pro Bono Service, United States District Court for the Northern District

of Illinois and the Chicago Chapter of the Federal Bar Association » Recognition for Outstanding Contribution to Law Enforcement from:

Department of Justice

Federal Bureau of Investigation

Drug Enforcement Administration

Internal Revenue Service, Criminal Investigations Division

United States Postal Inspection Service

Chicago Police Department

Chicago Joint Task Force on Gangs

» Director’s Award for Superior Performance, U.S. Attorney General, 1996

Memberships

» Chicago Police Accountability Task Force, January-April 2016 » Just the Beginning Foundation, Board Member » Economic Club of Chicago, Member of Reception Committee » National Immigrant Justice Center Human Rights Awards, Chair, 2010-2014 » Federal Bar Association, Federal Career Services Division, Chairman » Leading Lawyers Network, Peer Recommended 2013 » Greater Chicago Food Depository Finance and Legal Community Fundraiser, former Chairman » Transportation Advisory Board, City of Naperville, former Chairman » Leadership Greater Chicago, Board Member, Fellow, 1995-1996

» Chicago Council of Lawyers, former Board Member; former Ethics Committee Co-Chair » West Suburban Mass Transit District, Former Trustee » Appleseed Fund for Justice, Former Board Member » Naperville Lightning Soccer Club, Former Board Member

Publications

» Corporate Compliance Answer Book, Settling with the Government Chapter, Practising Law Institute, 2016 Edition

» Corporate Compliance Answer Book, Settling with the Government Chapter, Practising Law Institute, 2015 Edition

» Derivatives, From Enforcement Trends to Global Harmonization – Attorneys Weigh in on the Outlook for Derivatives Law and Regulation for 2012, Co-Author, Dodd-Frank: The Road Ahead, Bloomberg Law Reports, January 2012

» The Pitfalls of Shifting DOJ Policies, Law360, July 21, 2011 » Subprime Crisis: Lessons Learned, Co-Author, Bloomberg Law Reports: Risk and Compliance,

2009 » A White Collar Mess: Understanding the Facts to Avoid Potential Pitfalls, White Collar Law

Defense Strategies: Leading Lawyers on Preparing for Trial, Offering Evidence, and Overcoming the Challenges of a White Collar Crime Case chapter, Aspatore, May 2007

Speaking Engagements

» Equitable Relief: TROs to Permanent Injunction - An Update for In-House Counsel, ACC Chicago Chapter Program, June 30, 2015

» Responsible Corporate Officers Doctrine, Health Law Roundtable, Chicago Bar Association, June 25, 2014

» Preventing and Defending Fraud & Abuse/False Claims Act Suits: Health Care Services Sector, Chicago Bar Association - A Tale of Two Sectors: Health Care Fraud & Abuse and False Claims Act Practice in an Era of Increased Government Enforcement, April 23, 2014

» IAHA 31st Annual Health Law Symposium, When Healthcare Becomes a Crime, November 12, 2013

» White Collar Crime and Corporate Governance Conference, Law Bulletin Seminars, April 16, 2013

» When Personal Behavior Becomes a Company Problem, Moderator, Chicago Law Bulletin’s Annual White Collar Crime and Corporate Governance Conference, 2012

» Who’s Watching Me? A Discussion of Parallel Proceedings, Moderator, Chicago Law Bulletin’s Annual White Collar Crime and Corporate Governance Conference, 2011

» DOJ: Trends in Enforcement, Panelist, Chicago Law Bulletin’s Annual White Collar Crime and Corporate Governance Conference, 2010

Education

» DePaul University College of Law, J.D. » University of Notre Dame, M.Div. » University of Illinois at Urbana-Champaign, B.A., Political Science, with distinction

Bar Admissions

» Illinois

Court Admissions

» U.S. Court of Appeals for the Seventh Circuit » U.S. District Court for the Northern District of Illinois » U.S. District Court for the Northern District of Illinois, Trial Bar » U.S. Supreme Court » U.S. Court of Appeals for the Second Circuit

LEIGH F. ZEISING Senior Counsel

Chicago T 312.578.6578 [email protected]

Practices: Cross Border Structuring and Integration | International and Cross Border Transactions | Mergers and Acquisitions | Private Equity | Financial Services | Corporate Services | Compliance Services | ESOP (Employee Stock Ownership Plans) | International Practices | Canada Practice | China Practice | Latin America Practice | Mexico Practice

Leigh Zeising is a senior counsel in Holland & Knight’s Chicago office and a member of the firm’s Corporate Mergers and Acquisitions Team. Her practice particularly focuses on cross-border transactions. Ms. Zeising has worked in 100 different jurisdictions worldwide and has significant experience working with the laws of countries such as the United Kingdom, Bermuda, Germany, France, Italy, Luxembourg, the Netherlands, Switzerland, Spain, Korea, China, the Cayman Islands, the Bahamas, Netherland Antilles, Mexico, Brazil, South Africa and Australia. She is adept at drafting a plethora of cross-border agreements including: merger and acquisition agreements; contribution, distribution and spin-off agreements; debt and swap instruments; and related transaction documents. As a result of her representation of clients worldwide, Ms. Zeising has an in-depth understanding of foreign laws, business and cultural practices that enables her to efficiently and effectively assist multinational corporations in the execution of transactions.

Ms. Zeising is highly knowledgeable in the area of global entity management as well as corporate structuring and integration. Specifically, Ms. Zeising assists and advises multinational companies and high-net-worth individuals in the structuring and restructuring of global assets, operations and integrating new assets into existing client structures.

For private equity funds and emerging companies, Ms. Zeising has significant experience advising in all aspects of business and legal issues that arise during the entire life cycle of a business.

Memberships

» American Bar Association, Section of International Law, M&A and Joint Venture Committee; International Private Client Committee

» Society of Corporate Secretaries & Governance Professionals » Chicago Bar Association » Holland & Knight Veteran’s Affinity Group – Advisory Board

Publications

» Entering New Economies: Corruption, Compliance & Ethics Professional, September 2014

Speaking Engagements

» PwC Roundtable – Global Legal Entity Governance, New York, January 29, 2014

Education

» University of Michigan, J.D. » Michigan State University, B.A., English Literature, with honors

Bar Admissions

» Illinois

us fcpa vs. uk bribery act: staying out of the …...international anti-corruption efforts » the...

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