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Tuesday, September 11, 2007

Five Factors To Consider Before Hiring Private Investigator Help

What's required before seeking private investigator help? It's a vexing question for many people who may have thought about employing the services of a P.I. Because of the obvious personal nature of hiring investigative assistance, many may either be happy to give it a miss or simply hire without doing a little home work.

In this article, we'll examine some of the factors which should be considered before getting private investigator help.

Private Investigator Help - What They Provide

The private investigation business is a growing one and there are more and more P.I.'s available for hire than ever before. They offer expertise in a number of areas including gathering information, investigative research, background checks, surveillance and internet investigation services. The legal arena is a "playground" for private investigation services including the areas of infidelity, child support, worker compensation claims and fraud.

The Personal Nature Of Private Investigator Help

In most cases, hiring private investigators will be a stressful time for many people. That's understandable. You don't want to increase the stress by hiring someone not qualified, licensed or incompetent so there is a little homework to be performed before you sign on the dotted line.

You can get a feel for a private investigator in some instances about how sympathetic they may be to your case. If no interest is shown other than to tell you how much it will cost you, then the alarm bells should sound. A sympathetic P.I., while not getting involved personally, should at least show some compassion which normally relates to wanting to get a result for you as soon as possible. Avoid being treated like a number.

Check the licensing qualifications of your P.I. Are they licensed? This can always be checked. It seems a trivial thing because why would someone be in business without the proper licensing. Just be sure.

Are they insured? Do they carry adequate insurance coverage if property is damaged. If not, then you may be liable for damage compensation. What about a contract? A contract is a binding agreement between you and the private investigator and you should consider going elsewhere if a contract is refused. It's a little like working without a net.

Don't be too blinded by the fact they may belong to a number of professional associations. Until you check the validity of each one of these then they shouldn't mean a great deal. However, endorsements from satisfied customers would be great. Understandably though, this is a little tricky because of the personal nature of the industry.

Large Firm Or Small Firm?

This will depend on a number of factors but the bottom line is, just make sure you have the credentials of the private investigator help you are considering well established.

Your budget will determine whether you go to a major firm or seek the services of an experienced self employed P.I. The latter is usually a good bet once you've established their credentials because they will usually be very experienced. On the other hand, a major firm will more than likely appoint someone specialist in your particular case. It's your choice but remember to complete a little "surveillance" work on your behalf before you hire.

Dean Caporella is a professional broadcaster. Know the critical factors before hiring private investigator help. We tell you what they are plus, read the latest news and reviews on becoming a private investigator at: http://www.privateinvestigatorline.com

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Law Firm Marketing - A Search for Leadership

The Partner Pole Early Expressions of Law Firm Marketing

In ancient times the totem pole was a symbolic expression of past generations. It offered information about a tribes identitya type of linear -understanding of generations that came before them and the leaders who showed them the way. It enforced group solidarity and provided a necessary relational context to their lives. The totem pole was worshiped and ritualized. The history of a whole tribe could be understood by this one linear expression. Symbolic communication, as a group organizing method, is also found in law firms. Law firms proudly list their partners names on letterhead and post them on doorways. Often some of the names are symbols of the pasta lasting recognition of those who came before as well as those who are currently carrying the torch of the firms traditions into the future. This symbolic communication portrays the history of a firms leader-ship and is an indicator of predicted performance. But what happens when the firms past is forced to yield to the firms future? When it becomes necessary for the firm to reinvent itself and set out new organizing principles that match its visionwhen the old belief system is no longer in sync with the needs and demands of changing markets and clients? Most firms are facing this challenge right now, and some are not even aware of it. The partners I spoke with clearly recognized the need to re-invent themselves or risk sacrificing growth and prosperity.

Are You the Leader?

Who among you will lead the charge? This is a very personal decision that should not be taken lightly. It will depend not only on your own willingness to take on the challenge, but also on the willingness of the key partners who make up most of the power base at your firm.

If you are up for the challenge, accept this knowledge and get on with leading. If not, find the person in your firm who is ready and able to lead and offer that person all the support you can. Youll soon realize that the quality and commitment of your support for this person will be recognized as an important form of leader-ship in its own right.

The Genetics of Leadership

Its been said that some people are born leaders. That may be true, but for most of us, leadership is an acquired skill that comes from our mind-set and our desire to effect positive change. Similarly, people are not born extraordinary. Instead, they choose to accomplish extraordinary things. As recently as 2003, scientists discovered that our natural traits are not set in stone. (See Matt Ridleys Genome and Nature via Nurture.) Rather, our genetic codeespecially the code responsible for our brain functionis neither unchanging nor unchangeable. As we respond to the challenges and stimuli in the world, so do our genes. Depending upon our needs and the degree of our determination, different formulations of our genetic code are activated. This results in the emergence of a new pattern of genetic instructions. Contrary to what scientists formerly believed, our genes remain active, malleable and fluid throughout our lives.

Until these discoveries were made, the received wisdom was that the traits that enable us to think like lawyers or strive for excellence or find the courage and charisma to lead were handed out to usor notat birth. It was taken as fact that our neural makeup was primarily dictated by the genetic code we inherited from our parents. If we were fortunate enough to have inherited smart genes, it was anticipated that we were destined for greatness; if the opposite happened, we were destined to be the village idiot.

In reality, the reason so few of us break out of the mold is not due to genetics at all. Its because of the fact that, strange as it may sound, most of us surrender to our strengths rather than engage our weaknesses. If we tend to be naturally gifted in mathematics, we gravitate toward mathematics. If we show an early talent in the arts, we gravitate in that direction. Its simply easier to rely on our existing strengths than it is to develop new strengths from scratch.

Psychologist and theorist Carl Jung described this irony in his book Psychological Types:

"Experience shows that it is hardly possible for any-one to bring all his psychological functions to simultaneous development. The very conditions of society enforce a man to apply himself first and foremost to the differentiation of that function with which he is either most gifted by nature, or which provides his most effective means for social success. Very frequently, indeed as a general rule, a man identifies himself more or less completely with the most favored, hence the most developed function."

Since Jungs time, however, neuroscientists have discovered that the human tendency to follow the path of least resistance is not merely ironic but counter-productive. We now know that the brain grows stronger, developing at a much higher level, when we force ourselves to think in new and different ways.

Until now, you may not have thought of yourself as a leader. But that is no reason to believe you cant become one if your motivation is strong enough. The first question to ask yourself is this: What does it mean to be a leader?

What Is a Leader?

The stereotypical image of a leader is that of a commanding figure, able to speak to large groups of people. We think of leaders as people who speak their minds and are charismatic performers, able to manipulate peoples emotions in order to get things done the right wayusually their way.

This popular stereotype is not only unrealistic, it describes characteristics that are undesirable in a leader and, if we dare to admit it, characteristics that make a leader quite dysfunctional. Real leaders are listeners; they dont bark out orders from behind their desks. Such leaders find ways to develop strengths in the people they work with. They work through people, by understanding and evoking their intelligence, creativity and participation.

The ideal leader works for the firm, not the other way around. In fact, leadership is more a property of the firm than of the leader. In mid- to large-size firms, it is unrealistic to rely on one person to provide all of the leadership.

The most successful managing partners I have seen rarely dominate the group; rather they support the group by keeping it focused and on task.

Exceptional leaders work hard to remove barriers in communication among their key people. They see their role as smoothing out processes. They are facilitators, not dominators. They think about ways of making others more effective and productive, making it easier for them to do their jobs. And when their effort results in success, these leaders rarely take the credit, instead giving it to the group, where it belongs.

The single most important quality people look for in a leader is honesty. For most people, this is what determines whether a leader is worthy of their confidence and loyalty. With honesty often comes wisdom. For firms in the midst of great change, leadership requires a unique set of skills. Leaders must be able to work through teams of people, delegating work and rewarding performance while encouraging persistence. Such leaders encourage excellent performance at every level. Effective leaders are relentless in their determination to keep reaching for higher levels of performance. Interestingly, leaders like these seem to work best when the chips are down and change is upon them.

The Best Leaders Are Perspective-Driven

The most dynamic types of leader are perspective-driven. These in-tensely inquisitive people need to know what actually causes firms to grow and prosper and, just as importantly, what causes them to falter. They want to know what clients think about the firmwhat clients actually experience when they visit and do business with the firm. Perspective-driven leaders seek to discover new ways of serving, new ways of making clients feel valued, and new ways of earning trust. They seek what many managing partners would rather sweep under the rug. Thats because perspective-driven leaders know that the creative process depends more on differing views than conforming ones. A common trait of perspective-driven leaders is that they are pain-fully honest and realistic when it comes to evaluating performanceincluding their own. These leaders do not claim to have a monopoly on knowledge. They understand that their point of view is simply thattheir point of view.

They know that to completely understand a major challenge, they must turn to people who think in a variety of ways; thinking in teams is usually more productive than thinking individually. Perspective-driven leaders do not let dissent or disagreement distract them from their goal of problem solving. In fact, such leaders are attracted to disagreement, especially from intelligent and competent people.

Listen to how one managing partner dealt with disagreement:

"Most of our partners were having a major problem with our top administrator, who was insisting that we convert to an entirely new computer system. The partners couldnt see how the cost and expense of putting in a new system could possibly be worth the projected productivity gains. We just werent seeing what he was seeingand none of us were willing to make the effort to see the problem through his eyes. No one doubted he was a talented and intelligent administrator. But no one here could possibly imagine that an administrator might be seeing something that we couldnt. I later realized that it was our arrogance that was get-ting in the way. When we finally put the system in, a year later, we were kicking ourselves for not having done it earlier. . . . "

True leaders value the differences among peopleand more importantly, they respect those differences. The more a leader discovers what was previously unknown, the more opportunities can be identified. Leaders must be committed more to understanding the problem from an-others perspective than worrying about protecting their own understandng.

Playing at Top Performance Levels Leadership and Marketing

Great leaders, like great athletes, are relentless and uncompromising when it comes to reaching top performance levels. It is this tenacious desire to be the best at ones game that drives them. Perspective-driven leaders recognize the limits of ones own perceptions and appreciate the need to interact with different types of people. They realize that people do not always see the world as it is, but tend to see it from the perspective of who they are and how they view and inter-act with others. This is why such leaders encourage diversity. This is why you might hear an effective leader say, Jay, you seem to see this issue differently than I do. Tell me how youre seeing it. I want to see what you see.

Most people in management roles would rather learn from whats working at their firm than from whats not working. Typical managers seek out agreement among their coworkers rather than finding opposing views. Perspective-driven leaders seek just the oppositethey are more interested in whats missing from the firm that, if instituted, would make a qualitative difference and elevate performance.

A business litigation firm in rural New York was experiencing a serious decline in new business. When the partners got together to discuss the issue, they thought it would be useful to see what other firms were doing that they were not. Giving associates bonuses had always been discretionary, based on their overall performance. But the partners realized, when they compared their compensation packages with those of other firms, that theirs lacked a specific and immediate reward structure for associates.

One partner said, We found that associates were especially motivated when they knew exactly what they would earn from new income they brought in and when they could expect to receive their share. We were amazed at how quickly they responded.

This firm was acting proactively. They sought not only what was working, but also what was not working in their new business efforts. When they discovered that there was a decline in associate-generated revenue, they looked at what was absentfrom the associates perspectives. Discovering what was absent allowed them to take immediate action to remedy the situation to everyones satisfaction.

Knowing Your Game

Perspective-driven leaders consider the challenge of finding whats not working at their firms to be particularly interesting. Thats not to say they dont acknowledge their firms strengths, but they are much more intrigued by their weaknesses. Why? Because they understand that removing weakness builds strength and increases performance. It is like finding the beautiful elephant in the block of stone. When you eliminate whats not working (whats not the beautiful elephant), you often get closer to what is working.

For perspective-driven leaders, finding whats missing in their organization is like working a puzzle. The more pieces they find, the more complete the picture becomes and the easier it is to find the next missing piece.

Its no different from the mind-set of a great athleteand athletes dont get any greater than Michael Jordan. Even at the height of his career, Jordan was notorious for studying his game tapes the day after he played. To him, reaching higher levels of performance meant learning as much as possible about how he played. It wasnt vanity that drove him to study his game. It was his desire to see what he could not see from his perspective on the floor during a game. By changing his perspective, he could see things that he might have missed before. He might notice, for example, that in fast breaks in the last quarter of a game, he tended to pass the ball more to the left than to the right. Was this a mistake on his part? Thats not the point. What great athletes like Jordan look for is more knowledge about how they play their game. Its finding that next piece of the puzzle that lets them get closer to seeing the complete picture.

Powerful Leaders Are Great Listeners

Perspective-driven leaders have many traits in common. One is being masterful at communication. This does not mean just being an effective speakerit also means being an effective listener. The way one listens is said to be more important than what one says.

Providing consistently high levels of service requires constant listening to feedback from clients, and the people listening must be the most senior members of a firms leadership. Unfortunately, for the more senior partners, its too easy to avoid such listeningthey become insulated from the front lines. The inertia of this avoidance is enforced by those who wish to protect top leadership from unpleasant experiences such as speaking directly with dissatisfied clients. This happens in even the most well-intentioned firms. To counter it, firms must be proactive.

The best firms, for example, are obsessive about conducting in-depth debriefing sessions after a matter is concluded. These meetings are essential to ensure the firms ability to track its progress in serving clients, and clients also appreciate and admire the firms frank and honest willngness to improve its relationship with them. Most leaders pretend to listen. Perspective-driven leaders, on the other hand, are fully engaged in the listening process. They are tenaciously committed to understanding the perspectives of others. To them, listening is not just waiting for someone else to finish talking or a com-petition between views. Nor is the goal of listening necessarily to reach agreement.

Rather, astute listening is the process of working through issues and separating the emotional from the logical while discovering more about the assumptions used to draw conclusions. Good listeners care less about being right than they do about building strong coalitions among their people. Often people listen in order to validate their own replies. Few actually listen to understand another persons perspective, and even fewer try to understand the person behind the perspective. Listening has become a -unilateral waiting game. We nod our heads to look attentive and interested, but inside were working up a clever reply. (Finish up, so I can tell you what I think about it!)

Sadly, most of us dont bother to really understand the people we listen to. This is not just a trait of lawyers, but lawyers in particular should not settle for how most people communicate. Providing legal service demands that we strive to reach a much higher standard than most people in interpersonal communication. It is not by chance that we are called counselors-at-law.

People need to be understood. This need is second only to their need to survive. They need to participate in communication that affirms and validates them as people. Listening is perhaps the single most important aspect in client communication. No matter how much time it takes, it is worth every moment. Furthermore, it is said that it is only after we listen and listen well that we earn the right to be listened to.

It is through listening that you will begin to discover what your clients truly value. Only when you know what each clientindividuallyvalues can you hope to provide them with the type of excellent service that builds loyalty and praise.

Listen to the Clients You Already Have Basic Law Firm Marketing

It is not the hundreds of potential clients that might one day become revenue opportunities that count. Its your existing clients that are your greatest assets. Investing in them by listening to them will generate your greatest return. The traditional 80/20 rule applies to most large firms: That is, 80 per-cent of a firms revenue comes from just 20 percent of its clients. So marketing well must begin with your existing clients. Listening to these clients, reassuring them and making sure that they are well-served at every level must be your first priorities.

Henry Dahut is an attorney and marketing strategist who works with some of the largest law firms in the world. He is the author of the best selling practice development book, "Marketing The Legal Mind" and offers consulting services in the area of strategic branding and law firm marketing. Henry is also the founder of the legal online help-portal GotTrouble.com - the award winning site that helps people through serious legal and financial trouble.

Henry Dahut henry@henrydahut.com

Dahut Group Consulting offers services in law firm marketing and strategic brand consulting. Henry has been retained to perform strategic branding and marketing consulting for some of the largest law firms in the country.

Henry Dahut is the author of Marketing the Legal Mind (LMG Press) and is the founder of http://www.GotTrouble.com - a consumer law and financial help portal.

Copyright - 2007 All Rights Reserved http://www.HenryDahut.com

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A New Invention Idea Comes From Original Thinking

When we talk of inventions which have either touched or changed our lives, we often praise the inventor for "thinking out of the box." How do these people think of a new invention idea by thinking out of the box? Is it possible for you and me to do it too? To know this we have to know what the "box" is so that we can think beyond it. The "box" is the way things are, and the way we have been tutored to view things. There are several factors which determine the way we look at things. Thus the first step to start thinking beyond the normal is to identify and challenge our own views and perceptions.

The entire process of challenging preconceived notions, established norms and usual assumptions is a very powerful and creative way to solve a problem, because walking on the much-treaded patch is safe, though boring. For instance, when you think of a domestic air-conditioner, what are the assumptions? Cooling, auto switch off, silent, it has to run on electricity, and so on. What if someone thought of ways to manufacture an air-conditioner which ran on something else which is more organic and saved on power consumption? Another way to think of a new invention idea is to think the very absurd. One needs a very open mind for this as the process can both be fun as well as irritating. There could be hundreds of completely absurd solutions to a problem, but one of them could be a genuinely new invention idea. Start with a "what if" question and you will be surprised at the number of absurd answers you could arrive at.

There is a literal way of thinking out of the box and that is to get out of your home or office and watch the way people live, behave and communicate. The story of the shoe salesman comes to mind. This man went to Africa to sell shoes, a country where people never wore them. By thinking out of the box, he thought of the idea of selling his first pair to a curious buyer by highlighting its heat resisting abilities and ensuing comfort to his feet. The shoe salesman soon opened shop and became a millionaire. There are many stories like this and as the saying goes, you can actually sell a refrigerator to an Eskimo, provided you can invent some way to convince him of its utility.

Concepts like division, subtraction, temperature control, colorful all trigger great invention ideas; make a large table foldable to make more space for utility purposes; take away two legs from another to enable faster cleaning; add color to domestic utility items and make them inter-changeable; ideas like these will flow once you think deeper and harder at the common daily objects and ideas for new inventions will be a knock away!

Daniel Travers owns and operates http://www.inventionsubmissiontips.com

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Medical Malpractice Tort Laws

Medical malpractice happens when medical practitioner or a health care specialist acts in a negligent or misbehaving manner while performing medical treatments. Malpractice can occur either from taking an inappropriate action or by the failure of taking a medical action properly. Examples of medical malpractice include: failure to diagnose a disease, failure to provide proper treatment for a medical condition, and unreasonable delay in treating a diagnosis.

The laws and rules governing malpractice lawsuits vary significantly in each state. In Washington D.C., the following are medical malpractice rules and laws:

Malpractice damages limitation. The District of Columbia is not limited with regards to the damages in malpractice actions.

Collateral source rule. Even if the plaintiff has compensation from his insurance or other sources, this cannot reduce the liability of the defendant.

Expert witnesses rule. To establish the governing standard of care in the states' medical malpractice cases, there should be a testimony of expert witnesses.

Joint and several liability. Under this rule of joint and several liability of the District of Columbia, if more than one individual is responsible for another person's injury, each defendant is individually liable for the whole judgment amount. If one of them lacks the capabilities to pay, the others are the ones obligated to pay for the entire judgment amount.

Laws of limitations. Only within three years of the date of injury must medical malpractice actions be commenced. In the District of Columbia, the limitations period starts to apply on the minor's legal age, eighteen.

Attorney fees limitations. There are no limits on attorney fees in the District of Columbia.

Additional rules. The District of Columbia established a law regarding contributory negligence-- that a plaintiff will not be able to recover damages if it can be proven that he contributed to his own injury.

Malpractice provides detailed information on Malpractice, Medical Malpractice, Medical Malpractice Attorney, Dental Malpractice and more. Malpractice is affiliated with Whistleblower Protection Acts.

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Tiger Eye: Beauty and Culture

What is tiger eye? Where does it come from? Why is it now a standard foundation in personal jewelry collections? When did it become so popular? How did nature create its dazzling beauty?

Tiger eye or tigers eye is natural asbestos. Asbestos is a metamorphic mineral fiber that is considered part of the family called hydrous magnesium silicate. Ancient civilizations recognized asbestoss resistance to fire. The name is derived from its historical use in lamp wicks. Ancient Egyptians used asbestos for burial cloths to protect the dead during their journey to the afterlife.

During volcanic events, the fibrous asbestos is replaced by iron-bearing quartz called limonite. This is what creates the dazzling golden luminous eye of the tiger that provides such elegant beauty in tiger eye stone. Ancient Egyptians believed the beautiful tiger eye would bring good fortune and protect its bearer. They related this well-being to the sun which they worshiped as a god.

To this day, many people who study the chakra consider tiger eye a tool for health and well-being. The word chakra is Sanskrit for wheel or disk of life and signifies one of seven basic energy centers in the body. The wheel came from the chariot that carried the sun across the sky. The chakras and Kundalini came to be an integral part of yoga philosophy in the 7th century.

The beautiful semi-precious tiger eye gems that we enjoy are most commonly golden brown. Occasionally, the stone is blue/grey and is then called falcons eye or hawk eye. Red tiger eye is created through heat treatment and is also called cherry tiger eye. Most modern day tiger eye comes from Australia, China and South Africa. It has a hardness of 7.0 on the Mohs hardness scale. In 1822, Friedrich Moh, a German mineralogist devised a practical way of comparing hardness or scratch resistance in minerals. The scale is based on a rating of one to ten, with ten being the highest. One of the reasons for the popularity of tiger eye is its durability. Buyers should beware of imitation glass or plastic beads called cathaystone which is manufactured and not natural. Visit http://tigereyejewels.com to access a basic resource for quality tiger eye jewelry.

Regardless of what tiger eye jewelry you wear for everyday or a special occasion, you add a special expression of beauty, elegance and sophistication to your life. This expression has developed through a great history and desire for cultural and human well-being.

Author Biography

Janet K. Nelson has done research and written articles on subjects that range from the cultural to the technical. She is an author noted for integrating information and providing a fresh, clear and whole-picture perspective on her subjects. She has written articles, manuals and perspectives for marketing, cultural, media and distribution organizations. She has a Masters Degree in Business Administration. More information is available via http://www.tigereyejewels.com

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Justice and SEC Clamping Down on Corrupt Practices - Beware of the Conduct of Strategic Partners

Today's state of affairs for private equity sponsors in the arenas of public relations and politics is challenging at best, and a private equity sponsor who is exposing itself to corruption or corrupt partners are inviting criticism and worse. Private equity firms should be aware of actions the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") have taken recently under the 1977 U.S. Foreign Corrupt Practices Act ("FCPA"). They should also consider their potential of becoming a target of this Act early in any dealings. Of special note is the settlement in General Electric's recent purchase of the oil and gas services company Vetco International. Alberto Gonzales, U.S. Attorney General, made obvious that enforcement of FCPA is a top priority and will remain so.

FCPA risk assessment is challenging in M&A deals due to the extensive FCPA reach. Identification and of FCPA-related exposures and evaluation of the risk should be an requirement of any due diligence in a multinational M&A deal--there will be severe consequences of exposures that arise from receiving or selling assets that will cause a benefit from corrupt practices, and a private equity sponsor should make evaluation of this risk paramount.

Statute History

In the 1970s, many U.S. companies (which included many Fortune 500 companies), disclosed the practice of making large and substantial "questionable payments" to foreign officials. These officials included politicians, parties, and more. Amendments to the U.S. securities laws that prohibited bribing non-U.S. officials, required U.S. issuer's records show accurate details of of the company's asset disposition, and required accounting methods with controls built in to thwart bribery and other corrupt practices was enacted by the U.S. Congress.

FCPA Anti-Bribery Provisions

To offer payment or benefits to a non-U.S. government official in exchange for business advantages or other favors is a crime under the FCPA. The standard is "knowing," and avoiding information that would alert a responsible person to think that there is bribery indicates liability. This applies to the activity of employees and subsidiaries, as well as brokers, agents, distributors, partners, and intermediaries like travel agents and law firms.

A person covered under FCPA who avoids the knowledge that an intermediary such as a distributor ahs paid or will pay a bribe to a non-U.S. official is subject to the same kind of prosecution as a company that avoids knowledge of employees who make those payments and promises.

A foreign official, according to the statute, is anyone who is employed by a non-U.S. government entity full time or part time. This includes employees of corporations owned by a state, civil servants, municipal governments, provincial governments, and educational entities owned by a government. The term also includes any candidates for public office, employees of some international organizations (including the EU, UN, and OAS), political parties and their officials, African development banks, Asian development banks, the International Committee of the Red Cross, and the WHO.

Any benefit conferred may be viewed as a trigger for the statute's provisions by U.S. regulators, according the FCPA. Payments to relatives are included in these triggers, including travel benefits for an official's family members, contributions to officials' charities, etc.

The requirements and provisions for the statute apply to anyone who ussues a registered security, including ADRs on a stock exchange. They also apply to corporations that reside in the U.S. or have a principal office and place of business in the U.S., a U.S. citizen or resident including holders of green cards serving anyplace in the world, and any others performing acts that will touch U.S. concerns. Almost anything that is concerned with the U.S. can set off jurisdiction by the U.S.

Provisions for Internal Controls

FCPA's record keeping provisions and accounting guidelines were written to deal with the SEC-registered corporations' ways of disguising and hiding payments and bribes, such as listing those bribes as consulting expenses or travel costs of non-U.S. officials.

There are two regulations the FCPA rules impose on books and record keeping.

1. Any company with registered U.S. securities must make and maintain records, books, and accounts that accurately and reasonably reflect the details of all transactions and disposition of the property and assets of the company.

2. The company must also create and maintain internal accounting systems that have sufficient controls to assure officials that all transactions are within the authorization of management, and that recording is done within "generally accepted accounting principles." Although there are no penalties for violations that are technical, inadvertent, or insignificant, willful concealment of any form of misconduct by altering the books and records is a violation of FCPA.

An interesting feature of these provisions is that in the case of a civil liability, the parent company does not need to have any knowledge or suspicion specifically that the books or records contain misleading information. The appearance of the innocence of the bribery alone is enough to bring FCPA regulations to bear even if the parent company has no knowledge of the actions. The parent company is also liable for any failures of its subsidiaries for internal control.

The FCPA does not have a threshold of "materiality" for record keeping, books, and internal controls. Even though the records and books only need to be "reasonable," Section 404 of the Sarbanes-Oxley Act doesn't apply so the resulting inaccuracies from less diligent control can bring the regulations to bear, especially if there is bribery involved.

FCPA Enforcement

Many U.S. and foreign companies are becoming aware of the results of not complying with the FCPA. These are serious and have a huge impact on these companies, thereby raising the alert systems of businesses that may be affected by FCPA actions. The DOJ imposes fines and orders of disgoregement that sometimes exceed tens of millions of U.S. dollars, and can also include fines for criminal activity. Recently the Titan Corporation paid more than $28 million as a punishment for corrupt payments that surfaced during its merger with Lockheed. Three of Vetco's subsidiaries plead guilty to and a fourth entered a deferred prosecution agreement; the fines were $26 million and was the largest in the history of the FCPA.

The investing public will view criminal convictions of a U.S. registered corporation negatively, and there could be a host of side effects of the convictions as well, such as loss of U.S. government contract eligibility, benefit programs, and licenses. They may also suffer increased liability for taxes and face other lawsuits related to the conviction, such as those arising from provisions of the Racketeer-Influenced and Corrupt Organizations Act. There may also be proceedings to void any agreements procured during the period of the corrupt activities.

Companies that are suppliers for the U.S. government or are regulated by or closely related to it (such as defense, pharmaceuticals, financial services, etc.) will feel huge ripples of a criminal FCPA conviction. It could affect their participation in U.S. funded medical insurance programs (Medicare, Medicaid, etc.), and could lose the opportunity to bid on defense contracts and other government contracts. Financial firms can also lose the opportunity to serve as pension fund advisors or broker-dealers, and may be required to forfeit licenses to sell insurance in this country.

Consequences limited to U.S. soil may be only the tip of the iceberg as well. Businesses in the countries that signed the OECD anti-bribery convention may find they are subject to criminal proceedings as well as civil proceedings in the U.S. as well as their own country of origin, not to mention the other jurisdictions where they may be guilty of corrupt acts. PE buyers will also find that the impact of these proceedings will affect management teams, and individuals involved in the acts or conspiracies can suffer many years of imprisonment and fines on both the civil and criminal levels. There may also be numerous collateral results that will affect the business negatively for many years.

M&A Deals and Risk Allocation Considerations

The wide scope and breadth of FCPA when coupled with lack of testing judicially, has created quite a few unusual challenges for sellers and buyers who could end up exposed to corrupt practices of their own or another's business. For one, these sellers and buyers must identify potential risks and exposures, and evaluate those risks--however, this may be difficult to do for many reasons. Sellers and buyers have to negotiate these risks like they would any other business liability, and where there is a stock and merger agreement in progress these risks will determine much of the shape the distribution of risk will take.

However, even where the buyer can negotiate a good position with regard to FCPA exposure, there is still the collateral legal and financial risk associated with being part of any recorded business deal where fault may lie with a seller. Even if all the risk of FCPA liability is assumed by a seller, U.S. regulators may still charge both the seller and buyer of the corrupt business practice, especially if the buyer has a history of FCPA violations. Once a scheme for bribery or corrupt business is exposed, all benefits and commercial goods may be lost or at least significantly deteriorate. Truly, the best protection for a buyer may simply be to pay a lower price for the business.

Due Diligence and FCPA Regulations

PE, as other buyers, are interested in identifying and eliminating FCPA problems and other anti-corruption issues before the finalization of any purchase price or financial terms. The parties must create a due diligence plan and review it carefully to determine potential risks, as with any other potentially problematic deal.

Here are some things an effective FCPA plan for due diligences must account for:

1. The definitions of non-U.S. officials and benefits covered. 2. How FCPA applies to these officials and agents. 3. How the FCPA affecst acquisitions and mergers. 4. The liability and want of standards applicable to a parent company's violation of bookkeeping and records requirements. 5. The increased exposure of the Internet and the resulting limits of protection by anti-bribery provisions.

Steps a PE sponsor should take as part of any due diligence program include:

1. Assessing the risk of FPCA violations in countries where the target business or subsidiaries reside or operate.
2. Analyzing the particular industry for possible disproportionate violations of FCPA regulations, such as defense contractors, natural resources, or pharmaceuticals.
3. Evaluating the risk of any people who are associated with the target company, such as unethical managers.
4. Carefully reviewing the internal audit reports and other investinations conducted, including by security, legal departments, and any other documents by other legal counsel of the target.
5. Identifying all senior officials elected in the country of the target company, and comparing those names with a list of people the company has paid money to.
6. Interviewing all managers and employees of the seller or target company that may have had any contact with influential officials.
7. Reviewing all reports, records, and analyses of audits prepared eternally, such as by accounting firms.
8. Hiring an investigation firm to review all risks and ways that the target company may have paid bribes.

Although these steps are designed to reveal any potential FCPA-related risks, the most important thing a buyer can do is inspect the target's own FCPA compliance program. Even though a thorough and tough-minded program of compliance is the best way to fend off liability, they can reduce significantly the risk of financial liability arising from the activities of individuals within a normally-compliant company that may be paying corrupt monies to officials in other countries. In other words, the most effective and important thing for a buyer in assessing the target company is to review how seriously the target took its own FCPA-related risks and exposures before the M&A transaction talks by inspecting the target's FCPA compliance program.

Robert Masud, Esq. is the principal of Masud & Company LLC, a law firm for the world of business, finance and the internet. Find out how our lawyers can help you at http://www.masudco.com.

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