White Collar Defense

White Collar Defense, Internal Investigations and Regulatory Enforcement

The United States is witnessing a dramatic increase in the investigation and prosecution of business institutions and their executives and employees. Federal and state prosecutors and regulators, armed with new statutes and increased penalties, have placed institutions and individuals under great scrutiny in virtually every industry. The lawyers in Bracewell’s White Collar Defense, Internal Investigations and Regulatory Enforcement Practice possess the skills and experience critical to conducting internal investigations for companies and their audit or special board committees, defending clients in the face of a criminal, civil or regulatory investigation or prosecution and to developing, reviewing and auditing corporate compliance programs to minimize the risk of violations of laws or regulations and, if subject to a government investigation, to reducing the likelihood of prosecution. The substantive matters we handle are broad and include the Foreign Corrupt Practices Act; environmental crimes; broker-dealer violations, accounting and financial fraud; government contracts and false claims act/Qui Tammatters; healthcare fraud; tax issues; and antitrust issues. White Collar Defense and Regulatory Enforcement

On the federal level, we represent companies and individuals under investigation by Congress, the Department of Justice (DOJ), the Securities and Exchange Commission (SEC) Division of Enforcement, the Environmental Protection Agency (EPA), the Federal Trade Commission (FTC), the Federal Energy Regulatory Commission (FERC), and the Commodities Futures Trading Commission (CFTC). We also defend registered entities and individuals in proceedings before the Financial Industry Regulatory Authority (FINRA). On the state level, we frequently represent companies and individuals under investigation by state prosecutors as well as state Attorneys General and other state banking, insurance and consumer protection agencies. Internal Investigations Due to the increased vigilance of regulators in enforcing statutes, and enhanced financial incentives to whistleblowers, corporations must be proactive in ensuring compliance with applicable statutes and regulations. Accordingly, we regularly conduct internal investigations worldwide for companies in the financial, technology, energy, insurance, and retail industries before and after regulatory inquiries start in order to proactively contain and resolve issues. We counsel boards of directors, audit committees and special committees through challenging situations in order to reduce or minimize the government’s role in the matters at hand. These matters include corporate governance practices and procedures, directors’ duties and responsibilities, compliance with SEC and financial exchange regulations, corporate codes of conduct and the Foreign Corrupt Practices Act (FCPA). Our experience representing public and private corporations and our sensitivity to the concerns of enforcement authorities – having served in DOJ and SEC supervisory positions ourselves – enable us to guide some of the world’s largest companies through complex matters and to fully address and satisfy the concerns of the authority involved.

Anti-bribery Bracewell’s White Collar team guides US and multinational companies in virtually every sector of the global economy, including energy, technology, manufacturing, and business services. We notably represent companies that do business in high risk regions, where the use of joint ventures, sub-contractors and other third- parties is commonplace and where export controls are required. Whether a company is seeking compliance advice or is under investigation, we possess the experience and knowledge to help. Our lawyers advise companies and individuals on what to expect from enhanced FCPA enforcement and how to navigate these legal challenges within a complex international business environment. We help companies at every stage of the compliance and investigation process, reviewing delicate transactions and conducting due diligence on potential foreign business partners or agents, establishing FCPA compliance programs, and working with enforcement officials when sensitive situations arise. In recent years, our lawyers have traveled to and assisted clients with FCPA concerns in China, Russia, Kazakhstan, Europe, Dubai, India, and Mexico. Environmental Criminal Defense The increasing focus on environmental issues and the trend toward more aggressive government enforcement has created an environment in which a wide variety of businesses can find themselves the subject of regulatory investigations. We handle high-stakes and high-profile environmental criminal matters on behalf of companies of all sizes. We defend companies and executives nationwide against criminal allegations involving issues such as hazardous materials spills and exposures, violations of the Clean Air Act and Clean Water Act, and associated fraud and conspiracy issues. We represent these clients before the DOJ, EPA, state enforcement agencies, local district attorney’s offices, and before local, national and international media. Our environmental criminal defense team is led by a number of White Collar Practice partners with deep experience in representing companies, corporate boards and committees, and individuals in criminal enforcement matters. Our white collar team works closely with lawyers in our Environmental Strategies Group, who are experienced in the representation of clients in environmental criminal matters and who have served in high-level environmental regulatory and enforcement positions in federal and state environmental agencies. Environmental issues and accidents are frequently a matter of public concern. When criminal allegations become a matter of public record, our firm is unique in being able to successfully manage the crisis response for our clients, including the political and media-related aspects of a matter.

The White Collar Defense Team

Philip J. Bezanson Managing Partner, Seattle T: + E: philip.bezanson@bracewell.com

Kevin D. Collins Partner, Austin T: +1.512.494.3640 E: kevin.collins@bracewell.com

Daniel S. Connolly Managing Partner, New York T: +1.212.508.6104 E: daniel.connolly@bracewell.com

Stephen L. Braga Partner, Washington, DC T: +1.202.828.5840 E: stephen.braga@bracewell.com

Barbara S. Jones Partner, New York T: +1.212.508.6105 E: barbara.jones@bracewell.com

Thomas F. Kokalas Partner, New York T: +1.212.508.6136 E: thomas.kokalas@bracewell.com

Jason B. Hutt Partner, Washington DC T: +1.202.828.5850 E: jason.hutt@bracewell.com

Rachel B. Goldman Partner, New York T: +1.212.508.6135 E: rachel.goldman@bracewell.com

Matthew G. Nielsen Partner, Dallas T: +1.214.758.1039 E: matthew.nielsen@bracewell.com

Paul Shechtman Partner, New York T: +1.212.508.6107 E: paul.shechtman@bracewell.com

Britt C. Steckman Partner, Washington, DC T: +1.202.828.5831 E: britt.steckman@bracewell.com

David A. Shargel Partner, New York T: +1.212.508.6154 E: david.shargel@bracewell.com

Jeffery B. Vaden Partner, Houston T: +1.713.221.1501 E: jeff.vaden@bracewell.com

Paul S. Maco Of Counsel, Washington, DC T: +1.202.828.5821 E: paul.maco@bracewell.com

Robert J. Wagman Jr. Partner, Washington, DC T: +1.202.828.5872 E: robert.wagman@bracewell.com

Recent Notable Matters

Electrical and telecommunications firm ethics and compliance counsel in an investigation by the Manhattan District Attorney FCC Office of General Counsel appointment as independent compliance officer to review and evaluate Charter Communication’s compliance with the conditions the FCC placed on Charter when it granted approval for the transfer of licenses in connection with the acquisition of Time Warner Cable, Inc. and Bright House Networks. Former staffer for Governor Chris Christie George Washington Bridge closure investigation, and a different former staffer and a former executive of the Port Authority of New York and New Jersey in a federal criminal trial Fuel transportation company Environmental Protection Agency(EPA) criminal investigation General aviation company criminal matter and FCPA compliance matter related to international operations Global asset management firm drafting of an information security policy and an incident response plan

Southern District of New York Appointed as a Special Master by SDNY Judge Kimba Wood to manage the privilege review of documents seized from Donald Trump’s lawyer Michael Cohen. Judge Jones led a small team of Bracewell partners that quickly and securely reviewed physical documents inside a Sensitive Compartmented Information Facility (“SCIF”) to ensure necessary security of information. Leading oilfield services company federal criminal investigation that arose from the Deepwater Horizon explosion Oil and gas exploration and production company assisting with cyber preparedness matters Chief financial officer of a public company investigation for accounting fraud and manipulation of financial statements and SEC filings District Council of New York City (the “Carpenters Union”) monitorship before the Honorable Richard Berman of the Southern District of New York. In her role representing the monitored entity, Judge Jones works with the court- appointed monitor and with the assigned Assistant US Attorneys to improve and maintain the smooth functioning and progression of the monitorship.

Global retailer SEC inquiry into public disclosures and a putative class action asserting alleged securities fraud Global subsea solutions and offshore engineering services company Office of Foreign Assets Control, Department of Commerce, and DOJ investigation into allegations of exports to Iran and Cuba in violation of US economic sanctions and the unlicensed shipments of controlled items to multiple locations around the world Hedge fund internal investigation and the New York State Attorney General’s pay-to- play investigations

High-level General Motors engineering executive DOJ ignition switch investigation

Insurance companies and their audit committees internal investigations in response to regulatory inquiries and whistleblower allegations

International energy company government contracting concerns

International utility company’s Board of Directors conducting a world-wide FCPA

Privately owned real estate firm drafting of an information security policy and management of the fallout of the loss of personally identifiable information (PII) Queensborough Public Library Board internal investigation of whistleblower allegations* Retailer management of government relations and strategic communications after the detection of an external data breach Southern District of New York appointment as the Independent Review Officer for the International Brotherhood of Teamsters Union (IBT). In her role as Independent Review Officer, Judge Jones acts as an independent monitor over the IBT, the largest union in the world of 1.5 million members, and exercises disciplinary authority over the IBT relating to internal corruption charges, disciplinary decisions and reviews trusteeships imposed by the IBT over local unions, in addition to other investigative responsibilities. Real estate investment firm client was victimized by a cyberattack

US Bankruptcy Court for the Southern District of New York appointment as an examiner to investigate allegations that the court-appointed Patient Care Ombudsman for debtor Daytop Village mischaracterized conditions of the debtor’s operations in his reports and attempted to improperly influence the debtor in connection with fee applications* US District Court for the Southern District of New York appointment as Lead Master in the case of US Bank v. UBS Real Estate Securities, Inc. to oversee the review of thousands of loan files to determine whether there exist breaches by UBS of certain obligations related to the quality of the loans. US government contractor internal investigation relating to possible FCPA violations in the Middle East US private equity fund internal investigation into allegations of foreign commercial bribery by employees

compliance review and the presentation of findings and recommendations

Large corporation multiple internal investigations into allegations of improper payments to foreign government officials by foreign subsidiaries in numerous countries Large public company independent internal investigation into allegations of corporate malfeasance by the chief executive officer and global head of procurement

Multinational Corporation internal investigation and multiple state pension fund investigations

New York City Department of Investigation (DOI) and the Metropolitan Transportation Authority (MTA) appointment to monitor a mid-sized construction company subject to a Deferred Prosecution Agreement with the New York County District Attorney’s Office involving violations of the MWBE laws. In this role, Judge Jones reviewed the company’s compliance code, conducted compliance training and set up a hotline for internal reporting of corruption. She also reviewed and approved business practices and procedures to ensure the integrity of all contracts, to include review of the books and records to identify any potential payroll fraud and abuses.*

* Work completed prior to Bracewell


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