William Shakespeare and the Tragedies of Foreign Agents, Distributors, Consultant, Freight Forwarders and JVs

Histories as the Guide To The Road Ahead

Thomas FoxIQPC-International Compliance and Ethics in Oil & Gas 2009London-March 30 and 31, 2009

Legal Disclaimer

The views stated herein

are solely those of the

author.

For Want of a Nail the Shoe was Lost For Want of a Shoe the Horse was Lost For Want of a Horse the Battle was Lost For Want of a Battle the Kingdom was Lost

Romeo and JulietAgents

“For never was a story of more woe / Than this of Juliet and her Romeo”

Willbros pays $22MM fine for payment of bribes in Nigeria

Hamlet-Distributors

“Something is Rotten in Denmark”

AGA pays $2MM for improper payments made by independent distributor

King Lear and the FoolJoint Ventures

“And I'll to bed at noon”

Halliburton pays $382 MMon behalf of KBR, which createdthe TSKJ Joint Venture to fund ‘Consulting Agents’ in Nigeria

Macbeth and the Three WitchesFreight Forwarders

“Fair is foul, and foul is fair”

Vetco Gray pays $26MM for 268 separate bribes paid by the Freight Forwarder Panalpina for shipments into Nigeria.

Othello and IagoConsultants

“I pray you, in your letters, When you shall these unlucky deeds relate”

Baker Hughes pays $44MM for payments made to Isle of Man

“Consulting Firm” mandated by KazakOil officials

The Intermediary

The Play The Tragedy

AgentsHamlet-something is rotten in Denmark

Willbros pays $22MM for payment of bribes in Nigeria

DistributorsRomeo and Juliet-For never was a story of more woe / Than this of Juliet and her Romeo

AGA pays $2MM for improper payments made by independent distributor

Joint VenturesKing Lear-And I'll to bed at noon Halliburton pay $382 MM for KBR

which created the TSKJ Joint Venture to fund “Consulting Agents” in Nigeria; KBR pays $20MM

Freight Forwarders

Macbeth-Fair is foul, and foul is fair: Hover through the fog and filthy air

Vetco Gray pays $26MM for 268 separate bribes paid by freight forwarders Panalpina in Nigeria.

ConsultantsOthello-I pray you, in your letters,

When you shall these unlucky deeds relate

Baker Hughes pay $44MM for payments made to Isle of Man “Consulting Firm” mandated by Kazak Oil officials

Macbeth (Redux)

On January 30, 2009, Gerald Hodgkins,Assistant Director of the Divisionof Enforcement at the SEC, was asked to provide hispersonal predictions for 2009:

• continued high levels of voluntary disclosure of potential FCPA violations by companies; • continued focus on specific industries and industry-wide investigations; • continued imposition of large fines and disgorgement, alongside cases with more modest numbers; • more actions brought against individuals; • continued use of compliance monitors;

• and increased international cooperation.

Richard II

• Risk Based Compliance

Opinion Release 08-02

AON Policy

Alec Guinness as Richard III

• Minimize your Risk and How Much is Enough

• US Gov Resources• Other Public Resource• Trace International• DOJ Opinion Release Procedure

Henry IV

Structure Post-Contract

safeguards

• Audit Rights and

DOJ Opinion 04-02

• Contacts and Reporting

Henry V

• Joint Venturesor do you really want

to go back to France

alone

1. Majority Controlled

2. Minority Participation

3. Existing JVs

Shakespeare’s London and President Obama

Don’t Let the Traffic Rush You