Expertise & Experience COMPLIANCE

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Christina Tucker
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1 Expertise & Experience COMPLIANCE

2 A HIGHLY RECOMMENDED COMPLIANCE PRACTICE (...) ONE OF THE BROADEST AND BEST-ESTABLISHED TEAMS JUVE Handbook

3 WE UNDERSTAND THE CHALLENGES YOU FACE Business is becoming increasingly fast-moving and global. Regulatory requirements are also becoming stricter. Companies and corporate groups therefore need more sophisticated concepts to minimise the risks which stem from their business activities. Compliance helps companies to avoid or at all events to control crisis situations that result from actual or alleged violations of national or foreign law. Compliance therefore protects both companies and management. Compliance also helps companies to secure and restore their full ability to operate after the law has been infringed; for example in the event of criminal investigations, reviews by supervisory authorities and the prevention or lifting of bans from participating in public calls to tender. Compliance also assists companies in asserting their rights if they have incurred damage due to criminal offences being committed. Compliance advice can therefore be of a preventative or a corrective nature. Our services in particular include: advice in connection with the establishment, operation and overhauling of compliance systems (including the necessary training measures and documentation); internal investigations both in cooperation with investigating authorities and independently of specific investigative proceedings of state authorities; and the employment law handling and criminal law prosecution of the misconduct of employees, executives and board members and the comprehensive defence of the company s board members. We deliver comprehensive solutions by contributing both our legal expertise and our business management know-how. 3

4 AND HAVE THE SOLUTIONS THAT FIT The Noerr Compliance Group combines lawyers, tax advisers and public auditors in an interdisciplinary and inter-office cooperation. The group is complemented by management consultants, who implement the compliance model in your business processes. When advising on compliance issues we therefore combine the best from all our practice areas. This is vital because compliance issues are specifically not limited to individual areas of law. Our experience shows that the risk potential of a company can be located on hierarchy levels, in legal materials, products, sales structures and regions, which can differ considerably. The Compliance Group combines experts for these different challenges in one team. This in particular includes our colleagues who are specialised in whitecollar criminal law. Due to their comprehensive forensic activities they have experience in dealing with law enforcement authorities knowledge which is particularly vital when dealing with compliance violations. Our Compliance Group comprises of colleagues with the following specialisations: employment law foreign trade and customs law consulting, forensic services IT and data protection law company and capital markets law (including the responsibility of corporate bodies) liability law cartel, competition and public procurement law product safety and quality law tax and criminal tax law white-collar criminal law 4

5 YOUR BENEFITS The compliance advice we provide is not limited to individual legal aspects and situations. We offer comprehensive solutions based on a combination of our legal expertise, our business management know-how and our many years of experience in advising corporate groups and companies on compliance issues. The benefits of using the expertise of our interdisciplinary team of lawyers, tax advisers, and auditors can be found on a national and international level. We offer you comprehensive and seamless advice on a variety of issues, for example, employment law, issues relating to foreign trade law and customs and excise law, IT and data protection, company law and capital markets repercussions, liability issues, including, in particular, those relating to corporate bodies, cartel, antitrust and public procurement aspects, product safety and quality issues, tax and criminal tax law dimensions, and assessment in terms of white-collar criminal law. Management consultants can integrate compliance models into your business processes and round off the comprehensive compliance services we offer. Our solutions combine both innovative approaches and practical experience based on the advice we provide and our excellent network.

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7 COMPLIANCE MANAGEMENT SYSTEMS We can support you with the development and implementation of compliance management systems, as well as with their monitoring, adjustment and improvement. We are at your side from conception to operative roll-out. In our experience, it is crucial for the success of such projects that your employees and our advisers work together hand in hand because only then the relevant risk areas can be addressed and the understanding for compliance increased during the development and implementation of the tailor-made system. The focus is on identifying risks both during initial implementation and the further development of compliance management systems. As a result of many years of work in this area, we have comprehensive experience from which you can benefit directly. This applies both to the specific content of the questions necessary to identify the relevant risks and to determine the most efficient and effective way to identify the risks. We can also support you with respect to the detailing of individual aspects of a compliance management system. The first element is the formation of an organisational structure for compliance which is suitable for the company. Together with the employees responsible for compliance, we also develop the compliance guidelines required in accordance with the risk analysis, advise on the legally secure anchoring of compliance requirements in the corporate group and prepare training concepts. Should compliance infringements occur, we analyse with you whether an adjustment of the existing compliance management system is necessary and advise you on the implementation of measures which have been identified. 7

8 INTERNAL INVESTIGATIONS Internal investigations are carried out for various reasons due to ongoing antitrust proceedings, criminal investigations or in-house information, for example as a result of amnesty programmes. Internal investigations regularly do not stop at borders and are often carried out in various regions of a corporate group. Internal investigations are used to clarify in a structured and systematic fashion the circumstances in which any incidents are based. Besides establishing the facts, the basis is at the same time laid for improving internal processes and control mechanisms. Prerequisites are also created for the parallel or further civil and criminal law protection and assertion of the company s interests. Internal investigations regularly confront companies with major challenges. Careful legal and above all organisational preparation and execution are essential for the success of internal investigations. It is therefore particularly important to specify the subject of the investigation precisely, to define the objectives exactly, to determine appropriate and permissible investigation methods and analysis tools in the individual case and to manage the timing and staff planning correctly. This ensures that an internal investigation does not itself become a compliance risk. The execution of an internal investigation by lawyers has the advantage that the investigation results and documents enjoy special protection on the basis of attorney-client privilege. In this way, you are free to decide on the disclosure of the investigation results to the investigating authorities. The structuring and preparation of internal investigations in particular when the investigations also take place abroad make it necessary to intensively review preliminary questions in the areas of company law, criminal law, data protection law, employment law and co-determination law. The results of the internal investigation often lead to subsequent questions, which in addition also concern public procurement law, tax and accounting law and capital markets law. 8

Our interdisciplinary team provides you with support with respect to: planning and structuring internal investigations executing the internal investigation, whether as an independent investigator or

9 Our interdisciplinary team provides you with support with respect to: planning and structuring internal investigations executing the internal investigation, whether as an independent investigator or in support of the units in your company responsible for clarifying compliance issues, both by providing suitable staff and other measures such as the use of analysis tools securing evidence in a form which can be used in court cooperation with supervisory and investigating authorities the development of amnesty programmes to break down the wall of silence the coordination of a communication concept, both internally with respect to the supervisory board, employee representatives and employees and externally (media, capital markets) the assessment and best possible use of investigation results, in particular with respect to company law, employment law and criminal law 9

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11 PROSECUTION AND DEFENCE Clarifying circumstances relevant to compliance is often followed by the punishment of conduct which is in breach of regulations. Possible measures range, for example, from appropriate steps under employment law, to the assertion of liability claims and criminal prosecution. We will also provide you with comprehensive support in this area: we assist managers with their defence or support the company or other claimants with respect to the assertion of claims against board members who have not exercised due care. The impact of a compliance incident also has to be analysed in its entirety. As well as the punishment of offences, this also includes containing any reputational damage and improving the existing compliance system. Insurance protection often plays a central role in such cases. We are familiar with the intricacies and pitfalls of the relevant insurance contracts and consult colleagues who have appropriate specialist knowledge in the area of insurance law. The tracking of payment channels and money flows and the recovery of assets can also be relevant. We support you with respect to: securing evidence which will stand up in court identifying liability subjects in Germany and abroad identifying, securing and recovering assets in Germany and abroad developing and implementing a comprehensive strategy, which is not confined to recourse claims the assertion in court of claims for damages, including parallel or supporting prosecution measures dealing with investigating and supervisory authorities optimising controls and developing preventative measures 11

12 ABOUT NOERR Noerr Noerr is one of the top European law firms with more than 500 professionals in Germany, Europe and the USA. The firm delivers real value to clients by devising and handling the right solutions to complex and sophisticated legal matters. The Noerr difference is its unique combination of legal excellence, creative thinking, international experience and in-depth industry knowledge. Listed groups and multinational companies, large and medium-sized family businesses as well as financial institutions and international investors rely on Noerr. Interdisciplinary solutions Together with its tax advisors, auditors and management consultants, the firm also develops sustainable solutions for finance and management by devising integrated solutions tailored to the specific requirements of its clients. This interdisciplinary approach offers clients seamless, efficient and comprehensive solutions. Industry know-how The professionals at Noerr understand their clients business: besides their excellent professional knowledge, the experts also have extensive experience in the industries they advise. Sector groups range from automotive, energy, banking, finance and insurance, to healthcare, real estate and retail. International network The firm guarantees top-level international legal advice with its own offices in eleven jurisdictions and a network of top-ranked best friends law firms all over the world. Noerr is also the exclusive member firm in Germany for Lex Mundi, the leading network of independent law firms with in-depth experience in 100+ countries worldwide. Capacity in Central and Eastern Europe Noerr is present with its own offices in all major capitals in Central and Eastern Europe. As one of the first Western law firms to open offices in the region, the firm has continuously built on this lead and regularly advises on greenfield investments, joint ventures, acquisitions and divestments in Central and Eastern Europe by investors from all over the world. With 100 professionals, Noerr is one of the top law firms in the region. Our offices Alicante, Berlin, Bratislava, Brussels, Bucharest, Budapest, Dresden, Düsseldorf, Frankfurt, London, Moscow, Munich, New York, Prague, Warsaw Noerr Group Noerr Consulting AG TEAM Treuhand GmbH NOERR AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft 12

AWARDED LEGAL ADVICE Law Firm of the Year Law Firm of the Year for M&A International Firm of the Year 2014 European Law Firm of the Year JUVE Awards 2014 Legal Business Awards 2014 The Lawyer

13 AWARDED LEGAL ADVICE Law Firm of the Year Law Firm of the Year for M&A International Firm of the Year 2014 European Law Firm of the Year JUVE Awards 2014 Legal Business Awards 2014 The Lawyer European Awards 2012 Client Service Law Firm of the Year Firm of the Year for Banking & Finance, Restructuring/Corporate Rescue and Distribution and Franchising Most Innovative German Law Firm Kanzlei des Jahres für Bank- & Finanzrecht Kanzlei des Jahres für Restrukturierung/Sanierung Kanzlei des Jahres für Vertrieb Handel Logistik Chambers Europe Awards JUVE Awards 2012 FT Innovative Lawyers

14 YOUR CONTACT Dr. Torsten Fett Rechtsanwalt Partner Head of Compliance & Investigations Head of Frankfurt Office T torsten.fett@noerr.com Börsenstraße Frankfurt am Main Germany 14

15 Alicante Noerr Alicante IP, S.L. Avendia México Alicante Spain T Berlin Charlottenstraße Berlin Germany T Bratislava Noerr s.r.o. AC Diplomat Palisády 29/A Bratislava Slovak Republic T Brussels Boulevard du Régent Brussels Belgium T Bucharest S.P.R.L. Menzer & Bachmann - Noerr Str. General Constantin Budişteanu nr. 28 C, Sector Bucharest Romania T Budapest Noerr & Partners Law Office Fő utca Budapest Hungary T Dresden Paul-Schwarze-Straße Dresden Germany T Düsseldorf Speditionstraße Düsseldorf Germany T Frankfurt am Main Börsenstraße Frankfurt am Main Germany T Kiev Cooperation Partner: TOV Nobles Vul. Khreschatyk, 7/ Kiev Ukraine T London Tower Old Broad Street London EC2N 1HQ United Kingdom T Moscow Noerr OOO 1-ya Brestskaya ul. 29 P.O.B. 247, Moscow Russian Federation T Munich Brienner Straße Munich Germany T New York Representative Office 885 Third Avenue, Suite 2610 New York, NY USA T Prague Noerr s. r. o. Na Poříčí 1079/3a Prague 1 Czech Republic T Warsaw Noerr Sp. z o.o. Spiering Sp. k. Al. Armii Ludowej Warsaw Poland T Noerr 03/ twitter.com/noerrllp xing.com/companies/noerrllp linkedin.com/company/noerr-llp

16 ALICANTE BERLIN BRATISLAVA BRUSSELS BUCHAREST BUDAPEST DRESDEN DÜSSELDORF FRANKFURT/M. LONDON MOSCOW MUNICH NEW YORK PRAGUE WARSAW NOERR.COM

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