The document summarizes a seminar on navigating risks in international business deals. It outlines presentations from lawyers and professionals on conducting due diligence, complying with anti-bribery, sanctions, and foreign laws, and mitigating risks from corruption, litigation, and regulatory enforcement. The seminar also discusses challenges and best practices in different jurisdictions, including extended diligence in complex deals, red flags to investigate, and robust compliance programs.

1. Navigating the Risks
10 June 2015
94368972_1(IFC slides - final) (4)
Annual Investigations, Fraud & Compliance Group Seminar

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Ian Borman
Partner, King & Wood Mallesons
Finance
Alex Woodfield
Partner, King & Wood Mallesons
Corporate
▪ Opening remarks
▪ Panel introductions
▪ Background to the case study
Investigations, Fraud & Compliance Group
Navigating the Risks

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Navigating the Risks
Case Study Structure Chart

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John Smart
Ernst & Young
▪ Role of E&Y in this context
▪ Scope and nature of extended due diligence
▪ Commentary on extent of risks
▪ Public searches and source enquiries
▪ Form of report and particulars of red flags
Investigations, Fraud & Compliance Group
Navigating the Risks

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Shaistah Akhtar
Partner, King & Wood Mallesons
Litigation
Ian Hargreaves
Partner, King & Wood Mallesons
Litigation
Corruption and bribery
▪ Target entity red flags
▪ Open / outstanding questions
▪ Exposure
▪ Sporting invitation and “associated persons”
▪ Competitor follow-on damages actions
▪ Risk mitigation
Investigations, Fraud & Compliance Group
Navigating the Risks

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Darren Roiser
Managing Associate
King & Wood Mallesons
Litigation
Sanctions
▪ Jurisdiction
▪ Blacklisting v Sectoral Sanctions
▪ Restrictions
▪ Interpretation of “ownership and control” and “direct or indirect”
▪ Impact on the JV / counterparties
▪ Contractual protections
Investigations, Fraud & Compliance Group
Navigating the Risks

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Aaron Wolfson
Lewis Baach
US
▪ USD financing and US extra-territorial jurisdiction
▪ Recent enforcement
Investigations, Fraud & Compliance Group
Navigating the Risks

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David Tiang
Partner, King & Wood Mallesons
Litigation
Investigations, Fraud & Compliance Group
Navigating the Risks
China
Batting the “tigers” and the “flies”
Further measures/cross border co-operation
Interface between Chinese laws and foreign laws
on the same set of facts

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China
▪ Key issues to consider in China:
- Due diligence (including
compliance)
- Documentation (including the
establishment of a compliance
committee)
- Integration (including policies and
procedures, training and
development)
- Robust compliance programmes,
establish “hotline” (with no
retaliation policy), “walk the talk” by
senior management, prompt
actions for violations and regular
risk assessment processes
Investigations, Fraud & Compliance Group
Navigating the Risks
Administrative Agencies Criminal Enforcement
Agencies
Administration for Industry
and Commerce
People’s Procuratorate
General Administration of
Quality Supervision,
Inspection & Quarantine
Ministry of Public Security
Tax Bureau Customs (Anti-Smuggling
Bureau)
Customs
China Food & Drug
Administration

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Ian Borman
Partner, King & Wood Mallesons
Finance
Alex Woodfield
Partner, King & Wood Mallesons
Corporate
▪ Conclusions
▪ Questions
Investigations, Fraud & Compliance Group
Navigating the Risks

11. 94368972_1(IFC slides - final) (4)
Disclaimer
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Authority. A list of the members of King & Wood Mallesons LLP is open to inspection at 10 Queen Street Place, London EC4R 1BE, its principal place of business and
registered office.
Member firm of the King & Wood Mallesons network. See www.kwm.com for more information.
This presentation is intended to highlight potential issues and provide general information and not to provide legal advice. You should not take, or refrain from taking,
action based on its content. If you have any questions, please speak to your King & Wood Mallesons contact.