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Internal Investigation What To Expect
- 1. Internal Corporate Investigations What to Expect What is Expected
- 4. Key Participations in Process
Notas del editor
- Shareholder Derivative claims. Self-dealing and breach of fiduciary duty by corporate officers. “Special Litigation Committees.” Bankruptcy. Assess fraudulent conveyance claims. Search for preference payments. Assess other possible claims.
- Fair. Conducted with the benefit of 20/20 hindsight and conducted outside the normal adversary process. Exonerate innocent as well as implicate the guilty. You are not an advocate of one side or another—your goal is to be objective finder of facts. Facts will then then dictate.
- “Client” interface will be the Audit Committee Chairman Any issues that impacts the financial reporting system—is of concern
- Want a law firm that is not beholden to management Perception: VE and Enron. Whistleblower comes to senior management. Sent to VE.
- “Forensic” independentce.
- Need to make sure that everyone is not trying to dump all its responsibility on the Audit Committee. Everyone needs to remember their responsibilites.
- No artificial limits.
- SEC definitely wants to see the appropriate “tone at the top” at this stage of the investigation.
- Document review. Search terms. Should not be so broad as to be ridiculously expensive Tension with regulators over “relevant.” Preservation is not as expensive as review.
- Right to lawyer
- When company accountants need to be present. Someone in the representation chain. Independent judgment of credibility. Freezing up.
- Who, what, where, when.
- Pros and cons. Detailed report with cross references. Con. Detailed report with cross references. Speed and cost.
- The Company and its outside counsel.
- Seaboard Doctrine.
- SEC may begin taking actions against law firms for inadequate investigations. “Appearance before commission.” Ability to discipline the lawyers and firm involved if it wants to.