Global Antitrust Compliance and Risk Creating an Effective Program. 13 th Annual SCCE Compliance & Ethics Institute Chicago, IL
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1 Global Antitrust Compliance and Risk Creating an Effective Program 13 th Annual SCCE Compliance & Ethics Institute Chicago, IL Timothy Bridgeford, Senior Compliance Counsel FCPA, Antitrust & Investigations, Tyco Douglas Tween, Partner, Baker & McKenzie Robert Connolly, Partner, GeyerGorey LLP What We Will Cover Overview of global legislation, cartel enforcement activity and trends. Learn about why the United States and the EU have given little guidance on and no credit for antitrust compliance programs Learn how to effectively promote antitrust compliance in your organization and build an effective program that supports the effective management and mitigation of risk 2 1
2 US cartel penalties remain near all-time high *as at 1 July Baker & McKenzie LLP 3 Prison days 2014 Baker & McKenzie LLP 4 2
3 Number of defendants sentenced to prison 2014 Baker & McKenzie LLP 5 Criminal sanctions for antitrust violations Denmark Norway Estonia Canada Unlimited fines on individuals Up to 6 years' imprisonment or Up to 3 years imprisonment and/or a fine Companies: Cartel involved in anti-competitive conduct. fines. on any member of the management board offences attract criminal of a company found guilty of breaching fines of up to CDN$25 competition law. million (approx million). Individuals: Up to 14 Germany Russian Federation years' imprisonment and/or a fine of up to CDN$25 Up to 5 years' imprisonment and Up to 7 years' imprisonment and fines of up million (approx fines on any individual involved in to RUB500,000 (approx. 11,790) or fines million) on an individual bid-rigging. Other competition Czech Republic equivalent to the amount of their salary for a director, officer or employee law violations could be period of up to 3 years and disqualification of found guilty of conspiracy. prosecuted as fraud, which Up to 8 years' imprisonment or fines for up to 3 years. carries the same penalties. cartel conduct. The persons signing the restrictive agreement can be jointly and severally liable to the company for damage United States Austria Ireland caused by such action. Up to 3 years' imprisonment on any Companies: Up to US$100 Up to 5 years' imprisonment individual guilty of a bid-rigging offence. million (approx and/or up to 4 million or 10% of Slovak Republic Certain antitrust infringements may amount million), or alternatively the annual income on any to fraud which can be punishable by up to 10 twice the amount the individual involved in a cartel. Up to 3 years' imprisonment or fines of up years' imprisonment. Unrelated to conspirators gained from the to 332,000 on any individual found guilty of competition law, companies may be held illegal acts or twice the a serious breach of competition law. liable for their employees criminal acts and money lost by the victims of United Kingdom fined up to EUR 1.8 mio. the crime. Corporations may Up to 5 years' imprisonment and also be sentenced to a term unlimited fines on any individual of probation of up to 5 who is found guilty of taking part Hungary years. in a cartel. Up to 5 years' imprisonment for price-fixing Individuals: May be fined Slovenia and bid-rigging in public procurement or up to US$1 million (approx. concession context 727,000) or twice the total France Up to 5 years, a monetary fine or prohibition gain or twice the total loss, from performing an occupation for a period Up to 4 years' imprisonment and and sentenced to a a fine of up to 75,000 for anyone of up to 5 years. Mexico Japan maximum of 10 years in who played a personal and Up to 5 years' imprisonment and/or a fine of prison on each count. Up to 10 years' decisive role in anticompetitive up to JPY5 million (approx. 47,000) on any imprisonment and a behaviour. individual who is found guilty of taking part in fine of 1000 to 3000 a cartel. times the individual's salary for cartels. Italy Thailand Up to 3 years' imprisonment on individuals who are involved in Up to 3 years' imprisonment and/or a fine of boycotts. up to THB6 million (approx. 142,000) may be imposed on a managing partner or a Colombia person in charge of operations unless the Up to 12 years, fines up to Malta Greece Israel offence at stake was committed without 1000 Minimum Monthly his/her knowledge or consent and/or A company officer found guilty of Individuals fined up to Up to 3 years (5 years for severe Wage (US$315 million) and reasonable measures were taken to prevent participating in a cartel is 1 million depending on violations) or fines of up to ILS2 inability to contract with such offence. personally liable to the company the type of the million (approx. 400,000). state agencies on any for the payment of a fine of up to infringement or individual involved in bid 10% of a company s turnover. sentenced to up to 5 rigging. Bid rigging is the India Brazil years' imprisonment. only antitrust violations Civil penalty: fine of up to 250 million Indian criminally sanction in The court may Rupees (approx. 3.7 million). Colombia. impose a sentence Criminal penalty: breaches of competition law on individuals of can result in imprisonment for a period of up between 2 to 5 to three years. years imprisonment South Africa Australia and fine. Fine of up to ZAR500,000 (approx. 45,940) and/or a maximum sentence of 10 years' imprisonment on individuals who engage in cartel Up to 10 years' imprisonment and a fine of AU$220,000 (approximately conduct, commit procedural breaches or fail to comply with interim or 140,000) per contravention for those who make, or give effect, to a 2014 Baker & McKenzie LLP final orders of the Competition Tribunal or the Competition Appeal cartel provision with the intention of dishonestly obtaining a benefit. 6 Court. AS OF: 27 January
4 The long arm of US cartel enforcement Of the $7.8 billion in criminal antitrust fines imposed by the Division between FY 1997 and the end of FY 2012, approximately 97 percent imposed re international cartels 65 foreign defendants from France, Germany, Japan, South Korea, Taiwan, the Netherlands, Norway, Sweden, Switzerland and the United Kingdom have served, or have been sentenced to serve, prison sentences in the United States as a result of the Division s cartel investigations 2014 Baker & McKenzie LLP 7 US Cartel Statistics Ten Highest Fines by Company Defendant (FY) Product Fine ($ Millions) AU Optronics Corporation of Taiwan (2012) Liquid Crystal Display (LCD) Panels Geographic Scope $500 International Taiwan Country F. Hoffmann-La Roche, Ltd. (1999) Vitamins $500 International Switzerland Yazaki Corporation (2012) Automobile Parts $470 International Japan Bridgestone Corporation (2014) Anti-vibration rubber products for automobiles $425 International Japan LG Display Co., Ltd LG Display America (2009) Liquid Crystal Display (LCD) Panels Air Transportation (Cargo) $400 International Korea Société Air France and Koninklijke Luchtvaart Maatschappij, N.V. (2008) $350 International France (Société- Air France) The Netherlands (KLM) Korean Air Lines Co., Ltd. (2007) Air Transportation $300 International Korea (Cargo & Passenger) British Airways PLC (2007) Samsung Electronics Company, Ltd. Samsung Semiconductor, Inc. (2006) Air Transportation (Cargo & Passenger) $300 International UK DRAM $300 International Korea BASF AG (1999) Vitamins $225 International Germany 2014 Baker & McKenzie LLP 8 4
5 Extradition Risk Successful extradition of Italian citizen from Germany (Marine Hose) US$50,000 fine and 24 months in prison Implications of extradition? Shows DoJ s continued focus on people/conduct outside US where US commerce affected Beware of safe havens 2014 Baker & McKenzie LLP 9 Cartels: EU Cartels 2014 highlights High Voltage Power Cables ( 302m) Bearings ( 953m) Power Exchanges ( 5.9m) Cartels 2013 highlights Euro and Yen Interest Rate Derivatives ( 1.7 billion): UBS avoided 2.5 billion fine Automotive Wire Harnesses ( 141m) Telefonica / Portugal Telecom ( 79m) 2014 Baker & McKenzie LLP 10 5
6 9/15/2014 EU cartels some trends Global cartel investigations - autoparts and benchmarking Legitimate trade associations discussion strayed off course Expanding category of cartel conduct: Financial benchmarks Price signalling Pay for Delay in pharma sector 2014 Baker & McKenzie LLP 11 Dawn raids worldwide EU Commission Norway Iceland Russia Canada United States of America Turkey China Pakistan Egypt Mexico Japan South Korea India Vietnam Denmark Netherlands Sweden Belgium Finland United Kingdom France Estonia Latvia Lithuania Hungary Czech Poland Germany Republic Slovakia Romania Bulgaria Spain Italy Austria Greece Switzerland Slovenia 2014 Baker & McKenzie LLP Bangladesh Thailand Brazil Chile Argentina Malaysia Singapore South Africa 0 dawn raids per year 6-10 dawn raids per year dawn raids per year Significant investigatory powers Australia 1-5 dawn raids per year dawn raids per year 30 + dawn raids per year New Zealand Dawn raid powers, no publicly available figures Source: Global Competition Review : Rating Enforcement / Baker&McKenzie 6
7 The U.S. and EU Position on Compliance Programs Amnesty or Leniency is the big carrot will not also give credit for a compliance program Cartel violation = a failed compliance program If your company had an effective compliance program, your company would have gotten the leniency Little to no official guidance on antitrust corporate compliance programs 13 FCPA, UK Bribery Act FCPA Significant guidance from the DOJ and SEC in 2012 Significant credit for self disclosing and having an effective compliance program under the FCPA Liberal use of NPA and DPA s for companies Fines can be enormous UK Bribery Act Significant guidance from the SFO and the Ministry of Justice Adequate compliance program is a defense Appear to be going to DPA model 14 7
8 Antitrust Compliance Program Necessary? ABSOLUTELY!! To comply with the law Builds stakeholder confidence Build company reputation for compliance Prevent disastrous violation from occurring Potential enormous criminal/civil fines in multiple jurisdictions Employee jail time Customer class action lawsuits Shareholder class action lawsuits Potential debarment from government contracts Enormous brand/company reputational damage Increase chance of detection and qualifying for leniency Cost of failure heavily outweighs the cost of compliance 15 Highlights of Effective Overall Compliance Program High Level Commitment or Tone at the Top Code of Conduct Oversight & Autonomy by Compliance Staff Adequate Global Compliance Resources Specific Policies and Procedures Comprehensive Internal Audits Rotational and Proactive Robust Internal Controls Risk Assessment Hotline Internal Investigations Enforcement and Discipline Third Party Management M&A Due Diligence Integration of Newly Acquired Entities into Your Compliance Program Effective compliance programs must be tailored to the company s specific business and risks and be dynamic to evolve with the business and its risks. 16 8
9 Key Components of Effective Antitrust Compliance Programs Be sure to win tone from the top and senior management commitment specifically on competition matters commitment specifically on competition matters Be certain competition compliance is specifically addressed in the code of conduct Drafting a policy Risk assessment Tailored trainings Auditing and testing Mergers and acquisitions Internal reporting and investigations 17 Business and Industry Risk Assessment Proper regulatory risk assessment - Know your company, industry, and jurisdiction(s) How much cartel risk do you have? Commodity product? Number of players in your industry? Opportunity? (Conferences, Trade Associations, etc) Very Important to get a handle on your trade associations! Due Diligence Risk Analysis Bids/Tenders? d Non- cartel risk? Monopolization risks? Market power very much a jurisdictional risk Vertical price/nonprice restraints risk? 18 9
10 Tailored Trainings Tailor your trainings to your company s specific antitrust risks How do you make antitrust training understandable and entertaining? Don t forget the backroom or office people Administrative assistants and T&E processors Don t forget about your purchasing people don t let your company become a victim 19 Auditing, Monitoring, and Testing With no evidence, is this really feasible to uncover a clandestine cartel? Where do you look? Incredibly expensive Data privacy implications Possible options: Proactive review using keyword hits T&E audits Antitrust employee questionnaires or surveys Full blown proactive audits of risky businesses 20 10
11 Mergers and Acquisitions Is your business properly trained for initial discussions? Does your M&A team and business have appropriate safeguards to firewall information during due diligence? Is the M&A team and business properly informed of dangers of gun jumping? 21 Internal Reporting and Investigations You have a cartel allegation, what do you do? Have your break the glass plan ready Speed will be of the essence in a race for amnesty Don t want to be caught flat footed Is amnesty always the correct decision when available? 22 11
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