Practice Overview

When allegations of misconduct threaten a company's reputation and business and raise the spectre of government intervention, companies often turn to outside counsel to conduct an internal investigation into the matter. Handled successfully, internal investigations can help deter full-scale regulatory involvement and significantly limit a client's exposure to lawsuits, in addition to helping senior management or the board of directors to take informed and effective action to address matters of concern within the company. Over the past several decades and through today, many of the world's largest companies have turned to Paul, Weiss to handle their most sensitive and important internal investigations and to represent them before prosecutors and government regulators.


Why Paul, Weiss

Clients turn to Paul, Weiss to handle these most sensitive matters due to the breadth of our experience and insight into dealing with a wide array of prosecuting offices and regulatory authorities.

Prior to joining our internal investigations practice, many of our lawyers served as government officials. The practice includes several former high-ranking officials of the U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC), including the former Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, the former Deputy Chief of the Fraud Section of the Criminal Division of the DOJ, and the former Deputy Director of the SEC's Division of Enforcement. Our team also includes a number of former assistant U.S. attorneys, as well as lawyers who held senior positions at the New York Attorney General's office.

Clients can be confident that the team understands intimately the concerns and expectations of the government, is able to anticipate problems, and has the familiarity and reputation with regulatory agencies necessary to successfully navigate these delicate situations. Because we have been government officials, we know how to manage internal investigations credibly so that they avoid the potential traps that can create unnecessary adversity to government authorities, or place the company at a disadvantage in any ensuing litigation.

Backed by a preeminent litigation department, our internal investigations practice brings to bear the raw legal talent clients need in order to piece together a comprehensive and compelling picture of often highly-complex business practices.


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Our Practice

Fortune 500 companies, their boards of directors and senior corporate officers, and many foreign corporations across the globe turn to Paul, Weiss to assist them in corporate investigations, government investigations and related criminal and civil litigation.

Our lawyers routinely handle investigations involving the DOJ, numerous U.S. Attorneys' Offices, the SEC, the U.S. Commodity Futures Trading Commission, FINRA, the New York Attorney General and other criminal and regulatory authorities in matters ranging from antitrust to insider trading to securities fraud to campaign finance and environmental issues. Our internal investigations team also has extensive experience representing boards of directors, audit committees, special litigation committees and other committees of the board in internal investigations in response to shareholder demands.

Notably, clients embroiled in nearly all of the major banking and financial controversies of the past decade turned to Paul, Weiss when faced with a looming regulatory intervention. Now that the current credit crisis has dramatically influenced the rules and regulations surrounding the financial marketplace, our lawyers continue to assist clients with sensitive internal investigations that are arising out of these changes.

Examples of our work in the securities and financial industries include:

  • Representing committees and boards of directors, institutions and individuals in connection with investigations, corporate governance issues, litigation and SEC enforcement proceedings under the federal securities laws.
  • Representing issuers of securities and their officers and directors, as well as financial services firms and accounting firms, in class action and shareholder derivative litigation.
  • Conducting internal investigations of subjects including stock options backdating, use of special purpose entities, revenue recognition, timing of expenses and quality of corporate governance.
  • Handling internal investigations involving all aspects of alleged corporate misconduct, including bank fraud, mail and wire fraud, RICO and FCPA violations, tax offenses and bribery.

In addition, our litigators have defended a number of shareholder lawsuits that result from internal investigations and enforcement proceedings.

Foreign Corrupt Practices Act

With additional dedicated DOJ and SEC resources committed to enforcement, increasing cooperation from foreign regulators, rising numbers of multi-jurisdictional investigations and significantly increased sanctions, any company engaged in cross-border business needs to pay close attention to corruption risk in its organization and invest in an effective anti-corruption compliance program.  An essential element of any program is a corporate commitment to conducting an appropriate internal review of credible allegations of wrongdoing.  

In order to help clients implement effective programs and conduct credible internal investigations, our attorneys offer a unique combination of professional experience and industry knowledge of the most complex and challenging FCPA and foreign bribery issues. Our team includes the former deputy chief of the Fraud Section of the Criminal Division of the DOJ, who designed and served as the key enforcement official of DOJ's modern FCPA enforcement program, as well as the former deputy director of the SEC's Division of Enforcement. Nationally recognized trial lawyers and well-respected former prosecutors and officials from various government agencies provide significant depth and balance to our well-rounded team.

With so many assets available to us, we work effectively with the DOJ's and the SEC's dedicated FCPA personnel in connection with parallel investigations and prosecutions. Our team members are also sought-after speakers and commentators on U.S. and global compliance issues.


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Industries

Through our internal investigations practice, we have amassed in-depth knowledge of a variety of industries including, to name a few:

Aerospace and defense

Automotive

Electronics

Energy/oil & gas

Investment and commercial banking

Media and entertainment

Pharmaceuticals and healthcare

Private equity and hedge funds

Retail and apparel

Technology and telecommunications

Transportation


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Representative Engagements

Our representative engagements include work with internal committees within various organizations. We have helped to deter regulatory intervention, limit lawsuit exposure and handle internal investigations in response to shareholder demands for the following companies:

The Board of Directors of Actrade in a special investigation regarding alleged financial and accounting irregularities.

The Audit and Finance Committee of Adecco S.A., the world's largest provider of temporary employees, where we assisted in a worldwide internal investigation into accounting issues.

The Special Review Committee of the Board of Fannie Mae in an independent internal investigation of the company's accounting practices. The U.S. District Court for the District of Columbia dismissed a series of consolidated shareholder derivative actions against Fannie Mae's outside directors, two former senior executives, the company's current president and CEO, and Fannie Mae itself, based on Paul, Weiss's report of its internal investigation.

The Audit Committee of the Board of Directors of Hampshire Group, one of the foremost designers and marketers of men's and women's sportswear, in an internal investigation into wrongdoing by senior executives.

Sumitomo Corporation, an international trading company, in connection with an internal investigation into $2.6 billion in trading losses that the client's chief copper trader accumulated and concealed over a ten-year period and representation of the client in related government investigations by U.S. and British regulatory agencies and civil class action litigation.

The Board of Directors of Tekni-Plex, a global manufacturer of packaging materials and tubing products for the healthcare, consumer and food packaging industries, in an internal investigation into allegations of accounting improprieties raised by a whistleblower.

The Audit Committee of the Board of Directors of Visteon Corporation, the world's second largest global supplier of consumer-driven automotive supplies and technology, in an internal investigation into various accounting issues at the company. The investigation related to errors identified by company management during the preparation of Visteon's financial statements.

The Board of Directors of World Wrestling Entertainment, Inc. in a review of the company's Wellness Program (including its drug-testing program). The review was prompted by the deaths of wrestler Chris Benoit, his son and his wife.

The supervisory board of a European technology company, in connection with allegations of misconduct at a subsidiary.

Special Committee of a gaming company in response to shareholder demands alleging that the company's largest stockholder, and its appointees to the Board of Directors, breached fiduciary and contractual duties and usurped corporate opportunities.

A review of whistleblower allegations concerning potential violations of the FCPA for a large public company in the oil and gas industry.

The board of directors of a national franchise business in connection with allegations of accounting irregularities by their outside auditors.

The Audit Committee of the Board of Directors of a U.S.-listed company located in Beijing, China in connection with an internal investigation into alleged accounting improprieties.

The Special Litigation Committee of a Single Country Closed-End Fund in assessing the merits of a pending derivative action in New York federal court against the investment adviser and board members; our motion for summary judgment based on the 80-page report of SLC was granted, and the decision was not appealed.

An Independent Committee of the Board of Directors of an Investment Fund in connection with an investigation into issues relating to the management of a fund and compliance with the 1940 Act.

An Investor Group in connection with an independent investigation and related advice concerning the tax due diligence process surrounding its acquisition of a producer of paper products. The investigation was conducted to determine a possible basis for professional malpractice claims against the firms which gave the tax advice on which the acquisition group relied in making the deal.


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Paul, Weiss, Rifkind, Wharton & Garrison LLP