MyUniversity. Discover why over 18,000 Asset Management Executives use RCA Curricula and Member Services.

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PRACTICEDGE™ SERIES DELIVERED BY THE RCA, ITS ENDOWING ORGANIZATIONS AND AFFILIATE LAW SCHOOLS CONSTITUTE A PREVIEW OF A RESPECTIVE CLASS SESSION IN THE LAW & MASTERS CONCENTRATION OR MYUNIVERSITY™.

THE PRACTICEDGE™ SERIES IS INTENDED FOR INFORMATIONAL PURPOSES. THE COMMENTS MADE BY EACH MEMBER OF THE

SPEAKING FACULTY REPRESENT THEIR PERSONAL VIEW, AND NOT THE POSITION OF THE REGULATORY COMPLIANCE ASSOCIATION (RCA), ITS ENDOWING ORGANIZATIONS, AFFILIATE LAW SCHOOLS OR UNIVERSITIES, OR A SPEAKER’S FIRM OR ORGANIZATION.

ADDITIONALLY, THE VIEWS EXPRESSED AND MATERIALS PROVIDED

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Discover why over 18,000 Asset Management Executives use RCA Curricula and Member Services.

MyUniversity Delivers:

• Enterprise Class, Private Labeled Intranet of Knowledge ;

• Over 900 hours of CPE, 600 hours of CLE and 600 hours of Continuing Compliance Education (updated monthly);

• The most timely, relevant, and vetted Course Materials

• Dedicated Academic Team with 24/7 service and support.

Curriculum includes over 110 Courses:

• Spanning 12 Practice Areas: Asset Management Law, Regulation, Compliance, Exams, Investigations, Enforcement, Operational Process, Due Diligence, Risk Management, Governance, Fund Accounting and Taxation

• Detailed, comprehensive and unbiased coverage of over 4, 000 subjects

• Over 10,000 pages of Textbooks and Course Materials

• Practical and actionable guidance, including extensive case studies

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Discover why over 18,000 Asset Management Executives use RCA Curricula and Member Services.

PracticEdge Elite™ Delivers:

• Enterprise Class, Private Labeled Intranet of Knowledge ;

• Over 110 hours of CPE, 70 hours of CLE and 70 hours of Continuing Compliance Education (updated monthly);

• The most timely, relevant, and vetted Course Materials

• Dedicated Academic Team with 24/7 service and support.

Curriculum includes over 35 Courses:

• Spanning 12 Practice Areas: Asset Management Law, Regulation, Compliance, Exams, Investigations, Enforcement, Operational Process, Due Diligence, Risk Management, Governance, Fund Accounting and Taxation

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Understanding the FCPA’s Requirements

Insight into Recent Enforcement Trends

Recent Examples of International Enforcement

Session Agenda

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Who enforces the FCPA?

 U.S. Department of Justice (“DOJ”)

U.S. Securities and Exchange Commission (“SEC”)

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Understanding the FCPA’s Requirements:

Anti-Bribery

Who is covered by the FCPA?

Issuers

Domestic Concerns

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Understanding the FCPA’s Requirements:

Anti-Bribery

What is covered by the FCPA?

“Business Purpose Test”

Payments made “corruptly”

“Willfulness” mental state

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Understanding the FCPA’s Requirements:

Books & Records

Provision applies to “Issuers”

Books and Records requirements:

 Must “in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer”

 “Reasonable detail”: detail that would “satisfy prudent officials in the conduct of their own affairs”

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Understanding the FCPA’s Requirements:

Internal Controls

Must be “sufficient to provide reasonable

assurances that”:

 Transactions executed in accordance with management’s authorization

 Transactions recorded to enable preparation of financial statements under GAAP and accounting for assets

 Access to assets only allowed in accordance with management’s authorization

 Recorded accountability of assets is compared with existing assets at reasonable intervals; appropriate action taken as to differences

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Insight into Recent Enforcement Trends:

Expanded Application of Internal Controls

Enforcement

SEC expands enforcement for internal controls,

books and records violations

 BHP Billiton Settlement

 Mead Johnson Settlement

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Insight into Recent Enforcement Trends:

Yates Memo

DOJ to enhance efforts to hold individuals responsible in prosecutions concerning corporate wrongdoing

Key Factors for Corporations:

 No eligibility for cooperation credit without providing relevant facts about individuals involved in misconduct

 All investigations should focus on individual wrongdoing

 DOJ criminal, civil attorneys handling investigations will have constant communication

 Absent extraordinary circumstances, resolutions will not give protection for individuals

 No resolutions without a clear plan to resolve related individual cases before limitations period expires; declinations must be memorialized and approved

 Civil enforcement: Gov’t will evaluate whether to sue based on considerations beyond ability to pay

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Insight into Recent Enforcement Trends

Importance of Voluntary Disclosure Generally

Yates Memo: strong indication that voluntary disclosure is

key to DOJ’s assessment of corporate cooperation

SEC: voluntary disclosure required before DPA or NPA will

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Recent Examples of International Enforcement

China

Continued heavy emphasis on fighting internal corruptionFocus on political figures

United Kingdom

SFO prosecutions gaining momentum in 2014-15

Brazil

Recently enacted regulations under Clean Companies ActCompliance programs, sound books and records critical

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Coordination with Foreign Enforcement

Authorities

AAG Caldwell: “[W]e increasingly find ourselves shoulder-to-shoulder with law enforcement and regulatory authorities in other countries. Every day, more countries join in the battle against

transnational bribery. And this includes not just our long-time partners, but countries in all corners of the globe.”

Examples of international coordination:

 Brazil , United States coordinating in Petrobras probe

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Hewlett-

Perspective of the DOJ

Recent Examples of International Enforcement:

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Recent Examples of International Enforcement:

Some Emerging Areas of Risk for Private Investment

Sovereign Wealth Fund Investments

How to handle accepting investments by Sovereign Wealth

Funds?

How to handle Placement Agents in foreign jurisdictions?

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Weaving anti-corruption awareness into fabric of an

organization

Difficulty assessing jurisdictional reach of anti-corruption

laws

Conflicting laws can create a global “most stringent”

standard

Implications of Multi-Jurisdictional Enforcement:

Compliance Programs

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Implementation across global entities

Difficulties maintaining an international compliance

program

Conducting international due diligence

Investing in foreign jurisdictions

Implications of Multi-Jurisdictional Enforcement:

Compliance Programs

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Constructing compliance programs for hedge funds, other

private funds

 Identifying the risks

Due diligence  Auditing

 Training

Implications of Multi-Jurisdictional Enforcement:

Compliance Programs

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Implications of Multi-Jurisdictional Enforcement:

Compliance Programs

Importance of Internal Controls

 Preventing a violation

Demonstrating commitment to compliance to the Government

Garth R. Peterson Case

Minimizing scope of problems if and when they occur

 Increasing likelihood of discovering and addressing problems before third parties learn of them (e.g., Government, media)

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Document collections under competing data privacy

laws

 Conflicts between U.S. and E.U. data privacy regimes

Different rights and privileges in different

jurisdictions

Issues to investigate vary depending on which laws

apply

Implications of Multi-Jurisdictional Enforcement:

Internal Investigations

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Difficulty reaching global settlements with multiple

agencies

 Significance of agency competition?

Significance of collateral effects of settlements

 Impact of a guilty plea in the U.S. on European business?

Implications of Multi-Jurisdictional Enforcement:

Resolutions of Enforcement Actions

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John D. Buretta is a partner in Cravath’s Litigation Department. His practice focuses on advising corporations, board members and senior executives with respect to internal investigations, criminal defense and regulatory

compliance, including matters related to the FCPA, antitrust, fraud, insider

trading, money laundering and anti-money laundering controls, trade sanctions and export controls.

He has advised global companies in the banking, private investment, energy, aircraft, publishing, information, communications, technology, food and pharmaceutical sectors.

In 2014, Ethisphere Institute named Mr. Buretta a “Top Gun” in its list of “Attorneys Who Matter.” He was also recognized by the 2015 edition of

Benchmark Litigationfor his work in the area of white collar crime and investigations.

Mr. Buretta joined Cravath in 1996 as a litigation associate. In 2002 he left and began over ten years of service in the Department of Justice.

Mr. Buretta completed his time at the DOJ as the number-two ranking official in the Criminal Division as Principal Deputy Assistant Attorney General and Chief of Staff from February 2013 to October 2013. In this role, he oversaw nearly 600 prosecutors on complex matters involving corporate fraud, FCPA, insider trading, health care fraud, money laundering, Bank Secrecy Act, trade sanctions, asset forfeiture, cybercrime, intellectual property theft, public

John Buretta, JD, Partner, Litigation,

Cravath Swaine & Moore

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Matthew Queler is an Assistant Chief in the Fraud Section of the Department of Justice’s Criminal Division. He is a supervisor in the Fraud Section’s FCPA Unit, having re-joined the Department in August 2012. There he supervises and handles some of the most complex FCPA investigations being handled by the Department. Prior to that, Matthew was a Partner at Proskauer Rose, where, as part of the Corporate Defense & Investigations Group, his practice focused on corporate internal investigations, white collar criminal defense, and SEC enforcement actions.

While at Proskauer, Matthew developed extensive experience in FCPA matters, having conducted global FCPA internal investigations and defended clients in FCPA investigations by the DOJ and the SEC. He also regularly advised clients on a wide array of FCPA issues, and conducted FCPA policy and procedure reviews, FCPA compliance audits, pre-M&A FCPA due diligence, and FCPA training sessions for clients. Matthew previously served as the Co-Chair of the FCPA and Anti-Corruption Sub-Committee for the American Bar Association’s Business Law Section, White Collar Crime Committee.

Before joining Proskauer, Matthew served from 1998 to 2003 as an

Matthew Queler, JD, Assistant Chief, FCPA

Unit, United States Department of Justice

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Moshe Luchins is the Deputy General Counsel and Compliance Officer of DiMenna Associates LLC. Zweig-DiMenna is among the most experienced long/short equity hedge fund managers. Moshe has a broad range of legal and compliance responsibilities on behalf of the Zweig-DiMenna hedge funds,

investment advisers and in-house broker-dealer. Moshe is a frequent speaker at industry panels. He holds Series 7 and 24 FINRA

registrations. Moshe serves on the Board of Directors of the Jewish Family Services and Children's Center of Clifton-Passaic. Moshe received his JD from the Columbia University School of Law and he holds a BA from Touro College.

Moshe Luchins, JD, Deputy General Counsel &

Compliance Officer, Zewig-DiMenna Associates

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Adam Schreck is the General Counsel of Discovery Capital Management. Mr. Schreck was also Discovery’s Chief Compliance

Officer until January 2014. Prior to joining Discovery in February 2011, Mr. Schreck was an attorney in the Investment Management Group at Seward & Kissel LLP. While at Seward & Kissel, he specialized in the formation and ongoing representation of U.S. and offshore hedge

funds, fund of funds and private equity funds. Mr. Schreck graduated magna cum laude from Yeshiva University and received his JD from the University of Pennsylvania Law School.

Adam Schreck, JD, General Counsel, Discovery

Capital Management

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Marnix Somsen specializes in regulatory and criminal enforcement. He

represents corporations and financial institutions subject to investigation and enforcement proceedings. His experience spans both the US, Europe, Africa and Asia. Recent work

includes representing publicly listed companies in enforcement actions brought by the SEC, the FED, OFAC, BIS, the DoJ, the CFTC, the FCA, the SFO, BaFin, the AMF, the HKMA, the MAS, the JFSA, DNB, the OM and the AFM on a variety of regulatory and criminal charges.

Currently head of our Corporate Criminal Defence, Compliance & Investigations practice in New York, Marnix and the team divide their time between the US and the EU, typically handling cross-border enforcement matters and internal investigations for EU

companies involving one or more US or other foreign regulators, drawing upon the resources of our international Best Friends network. Over the past few years, issues have included: Libor and other financial benchmarks, FCPA and UKBA, other anti-bribery statutes, international sanction programs (UN, US, EU, Worldbank), export controls, anti-money laundering, insider trading, market & price manipulation, banking & securities fraud, regulatory compliance failures.

Marnix’s work typically includes international coordination among local law firms, reputational damage mitigation, remedial & disciplinary measures, press relations, market disclosures, dealing with whistleblowers and managing voluntary self-disclosures. He and the team are consistently ranked tier 1, with personal reports ranging from “highly

skilled and knowledgeable” (Legal 500) to “excellent legal brain” (IFLR 1000) and his team praised as “market leaders when it comes to regulatory work” and “leading white collar team” (IFLR 1000).

Currently the co-chair of the IBA Anti-Corruption Committee for the Netherlands, Marnix has recently co-edited Onderneming en Sanctierecht, a Nijmegen University textbook on regulatory and criminal enforcement. Formerly an editor in chief of Tijdschrift voor Sanctierecht & Compliance, the Dutch enforcement & compliance law

Marnix Somsen, LLM, Partner,

De Brauw Blackstone Westbroek

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