Meeting proceedings of a seminar by the same name, held June 10, 2020

Indiana Continuing Legal Education Forum (ICLEF)

English

Notre Dame Law School: NDLScholarship

                      WWW.ICLEF.ORG Copyright 2020 by Indiana Continuing Legal Education Forum CORPORATE COMPLIANCE PROGRAMS: INSIGHTS FROM INSIDE AND OUTSIDE  June 10, 2020  DISCLAIMER The information and procedures set forth in this practice manual are subject to constant change and therefore should serve only as a foundation for further investigation and study of the current law and procedures related to the subject matter covered herein. Further, the forms contained within this manual are samples only and were designed for use in a particular situation involving parties which had certain needs which these documents met. All information, procedures and forms contained herein should be very carefully reviewed and should serve only as a guide for use in specific situations. The Indiana Continuing Legal Education Forum and contributing authors hereby disclaim any and all responsibility or liability, which may be asserted or claimed arising from or claimed to have arisen from reliance upon the procedures and information or utilization of the forms set forth in this manual, by the attorney or non-attorney. Attendance ofICLEF presentations does not qualify a registrant as an expert or specialist in any discipline of the practice of law. The I CLEF logo is a registered trademark and use of the trademark without I CLEF' s express written permission is prohibited. I CLEF does not certify its registrants as specialists or expe1i practitioners oflaw. I CLEF is an equal opportunity provider of continuing legal education that does not discriminate ~n the basis of gender, race, age, creed, handicap, color or national origin. ICLEF reserves the right to refuse to admit any person or to eject any person, whose conduct is perceived to be physically or emotionally threatening, disrnptive or disrespectful ofICLEF registrants, faculty or staff. INDIANA CONTINUING LEGAL EDUCATION FORUM James H. Austen Sarah L. Blake Hon. Andrew R. Bloch Melanie M. Dunajeski Mark A. Foster Lynnette Gray AlanM. Hux OFFICERS JEFFREY P. SMITH President TERESA L. TODD Vice President LYNNETTE GRAY Secretary RICHARD S. PITTS Treasurer ALANM.HUX Appointed Member LINDA K. MEIER Appointed Member DIRECTORS ICLEF SCOTT E. KING Executive Director Dean Jonna Kane MacDougall Thomas A. Massey Linda K. Meier Richard S. Pitts Jeffrey P. Smith Teresa L. Todd Inge Van der Cruysse James R. Whitesell Senior Program Director Jeffrey A. Lawson Program Director                                                                                  June 10, 2020  CORPORATE COMPLIANCE PROGRAMS: INSIGHTS FROM INSIDE AND OUTSIDE  Agenda WWW.ICLEF.ORG                 8:30 A.M.         Registration & Coffee                  8:55 A.M.         Welcome and Introduction                                         - Tabitha K. Meier & Trent J. Sandifur, Program Chair                  9:00 A.M.         Risk-Based Compliance: Tailoring Compliance Programs Based                                         on Risk Assessment                                                                               - Tabitha K. Meier                                        - Brian R. Weir-Harden                  10:00 A.M.       Operationalizing Compliance: Insights from In-House Legal                                         and Compliance Professionals (Topic Begins)                                        - Gregory J. Morical                                        - Jeffrey L. Stitt                                        - Blaine R. Dart                  10:30 A.M.       Coffee Break                  10:45 A.M.       Operationalizing Compliance: Insights from In-House Legal                                         and Compliance Professionals (Topic Completes)                                        - Gregory J. Morical                                        - Jeffrey L. Stitt                                        - Blaine R. Dart                  11:15 A.M.       Compliance Incident Response: Outside Counsel’s Perspective on                                         Compliance Breakdowns and Government-Imposed Monitorships                                        - Trent J. Sandifur                                        - Tabitha K. Meier                  12:15 P.M.       Adjourn   Faculty Ms. Tabitha K. Meier - Co-Chair  Barnes & Thornburg LLP  11 South Meridian Street  Indianapolis, IN 46204  ph:  (317) 231-7326  fax: (317) 231-7433  e-mail: tabitha.meier@btlaw.com   Mr. Blaine R. Dart  Vice President, Compliance Officer,  U.S. and Canada  Zimmer Biomet  56 East Bell Drive  Warsaw, IN 46582  ph:  (574) 371-3892  e-mail: blaine.dart@zimmerbiomet.com    Mr. Gregory J. Morical  Vice President, General Counsel & Secretary  Calumet Specialty Products Partners, L.P.  2780 Waterfront Parkway  E Drive, Suite 200  Indianapolis, IN 46214  ph:  (317) 957-5276  e-mail: greg.morical@calumetspecialty.com     WWW.ICLEF.ORG CORPORATE COMPLIANCE PROGRAMS: INSIGHTS FROM INSIDE AND OUTSIDE June 10, 2020  Mr. Trent J. Sandifur - Co-Chair  Taft Stettinius & Hollister LLP  One Indiana Square, Suite 3500  Indianapolis, IN 46204  ph:  (317) 713-3443  fax: (317) 713-3699  e-mail: tsandifur@taftlaw.com   Mr. Jeffrey L. Stitt  Vice President of Compliance  Hillenbrand, Inc.  One Batesville Boulevard  Batesville, IN 47006  ph:  (812) 934-7000  e-mail: jeff.stitt@hillenbrand.com    Mr. Brian R. Weir-Harden  Barnes & Thornburg LLP  11 South Meridian Street  Indianapolis, IN 46204  ph:  (317) 231-6424  fax: (317) 231-7433  e-mail: brian.weir-harden@btlaw.com     Tabitha K. Meier   Barnes & Thornburg LLP, Indianapolis    Tabitha’s national and international practice is focused on compliance. Notably, she advises on the development and deployment of effective compliance programs for her clients’ businesses, including risk assessment, training, policies and procedures, and investigations – all informed by a thorough understanding of the business environment.  By identifying and incorporating many points of view when advising clients, Tabitha acts as a relational change agent who delivers solutions that are integrated into her clients’ business process and have the potential to positively impact their bottom line. She is at her best helping clients to realize commercial success while remaining compliant with the laws. An educator who firmly believes in preventative action as a component of ongoing compliance, Tabitha proactively works with executives at all levels to ensure they understand the laws and how evolving regulation will directly impact their business.  Tabitha served on the attorney team assisting the independent corporate compliance monitor for a large U.S. medical device manufacturer and distributor, pursuant to the company’s deferred prosecution agreements with the U.S. government. Tabitha also is a member of the core team assisting the Special Compliance Coordinator appointed by the U.S. Department of Commerce to monitor, assess and report on the U.S. export control compliance of Zhongxing Telecommunications Equipment Corporation, of Shenzhen, China, and ZTE Kangxun Telecommunications Ltd. of Hi-New Shenzhen, China (collectively, ZTE).  Tabitha also supports the firm’s federal contracting, procurement and national security team in the development of effective ethics and anti-corruption compliance programs.  Prior to joining Barnes & Thornburg, Tabitha served as compliance counsel for Hillenbrand, Inc., a publicly traded global diversified industrial company. As compliance counsel, she developed and led the company's anti-corruption, business ethics, trade control, international data privacy and conflict minerals compliance activities and protocols; conducted internal investigations; and was responsible for advising executive management and the board of directors on compliance matters.  While at Hillenbrand, Tabitha also developed and oversaw the overall compliance function, as well as provided training and legal advice to employees at all levels of the company. She handled compliance M&A due diligence and delivered international compliance support, advice and leadership in many countries, including the U.S., Germany, Switzerland, Italy, China, Russia and India. Tabitha’s time abroad also included an expatriate assignment to Stuttgart, Germany, in 2015.  Prior to serving as compliance counsel, Tabitha handled all employment and litigation matters for Hillenbrand. She was also a litigation associate for a large Indianapolis-based law firm before going in-house.                                             Trent J. Sandifur   Taft Stettinius & Hollister LLP, Indianapolis   Trent is a former federal prosecutor who concentrates his practice on Foreign Corrupt Practices Act (FCPA) and international anti-corruption compliance, investigations and defense. He provides a broad array of services related to the FCPA, the UK Bribery Act and other anti-corruption laws on a global basis. These services include:   • Compliance programs • Due diligence • Training • Internal reviews and investigations • Government investigations and enforcement defense In addition to his anti-corruption practice, Trent practices in the areas of white collar criminal defense, corporate internal investigations, government contractor compliance and complex commercial litigation. He has significant experience in Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS) and International Traffic in Arms Regulations (ITAR) compliance.  Trent, who served as an instructor at the Department of Justice’s National Advocacy Center, has written and presented on the FCPA and other white collar criminal defense and corporate compliance issues. Trent is recognized by Best Lawyers in America® for commercial litigation. In 2008, Benchmark Litigation named him a Future Star in Indiana litigation. Law & Politics Magazine named Trent an Indiana Rising Star in litigation in 2008 and white collar criminal defense from 2009-2015.  Prior to joining Taft Stettinius & Hollister in 2007, Trent served on active duty in the U.S. Army Judge Advocate General’s (JAG) Corps. From 2003–2006, he served on special assignment from the U.S. Army JAG Corps to the U.S. Department of Justice, where he was a Special Assistant U.S. Attorney. During his time with the Department of Justice, Trent oversaw federal criminal investigations and prosecuted violations of federal criminal law, including bank and wire fraud, embezzlement, theft of government property, drug manufacturing and trafficking, the production and possession of child pornography, and intrusions into federal government computer systems.  Trent, a lieutenant colonel and deputy staff judge advocate in the Army National Guard, is an Operation Enduring Freedom veteran. He served in the Headquarters, U.S. Forces–Afghanistan Office of the Staff Judge Advocate, where he provided legal advice to the senior commander of all U.S. and NATO forces in Afghanistan. Trent's duties in Afghanistan focused on internal investigations and defense contractor compliance. He worked closely with the International Contract Corruption Task Force and Task Force Spotlight on anti-corruption issues.  Trent serves as chairperson for the board of directors of HVAF of Indiana, which provides services to homeless Indiana veterans. He is a member of the Veterans of Foreign Wars and the American Legion.                                         Blaine R. Dart  Zimmer Biomet, Warsaw     Vice President, Compliance Officer, U.S. and Canada  Blaine joined Zimmer Biomet in 2011 and was responsible for product liability litigation and risk management. In 2015, he joined the Compliance Department and currently serves as Vice President and Compliance Officer for the U.S. and Canada and serves on the Orthopedics Group leadership team.   Blaine spent 5 years in private practice focusing primarily on employment litigation in federal and state courts.   He is a graduate of Brigham Young University and Notre Dame Law School.                          Gregory J. Morical  Calumet Specialty Products Partners, L.P., Indianapolis    Greg Morical is Vice President, General Counsel & Secretary at Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) in Indianapolis.  He is a dynamic senior leader with experience building Legal and Compliance functions and leading cross-functional teams. Greg is a trusted legal advisor with the proven ability to identify risk and deliver practical legal solutions to achieve strategic objectives and meet business needs. He has significant experience with mergers, acquisitions and divestitures, as well as with complex litigation.                               Jeffrey L. Stitt  Hillenbrand Inc., Batesville     Jeffrey Stitt is Vice President of Compliance at Hillenbrand, Inc. in Batesville.  He is a Senior Global Executive with a proven track record of driving growth and mitigating risk.  Strong functional experience as a: • Chief Compliance Officer • Finance Executive • Quality Leader • Audit • Operations  Lived and worked in US, Sub-Saharan Africa, and Europe.  Industry experience in: • Power Generation • Capital Projects • Financial Services • Consumer Products • Aviation • Healthcare • Oil & Gas sectors.                 Brian R. Weir-Harden   Barnes & Thornburg LLP, Indianapolis     Brian represents corporations and individuals subject to federal and state criminal and civil proceedings. He advises on national and international criminal antitrust investigations by the U.S. Department of Justice (DOJ) and the Japan Fair Trade Commission. Moreover, Brian represents creditors in commercial collections, commercial foreclosures, receiverships and loan restructurings.  Brian has represented clients involved in a wide range of criminal and quasi-criminal matters, including antitrust, tax evasion, bank fraud, immigration, foreign corruption and trade secret violations. He regularly engages with federal agencies such as the DOJ, Internal Revenue Service and Securities and Exchange Commission on behalf of national and international clients in the automobile parts, steel, real estate, insulation manufacturing, food services, financial services, mining, sports management, pharmaceuticals, nonprofit and government sectors. He also guides individuals through state ethics and grand jury proceedings and arbitrations.  In the area of antitrust law, Brian has advised and defended corporate clients and individuals in large national and international criminal antitrust investigations. He also has represented clients in civil antitrust matters and has experience with large and complex multidistrict class actions. Brian has assisted corporate clients with updating and modernizing antitrust compliance and enforcement policies and programs, and provided employee compliance training to large manufacturing companies. He has also contributed to international antitrust publications, such as The International Comparative Legal Guide to: Cartels and Leniency.  Notably, Brian is valued for his leadership when it comes to devising and executing legal solutions and plans of action. Brian ably explains complex issues in a manner that is understandable, actionable and defensible. Whether he is faced with a compliance issues or thorny investigation, Brian understands the importance of problem-solving in a way that allows his clients to keep their businesses running smoothly.  Table  of  Contents     Section One Tailoring and Updating Your Company's Compliance Risk Assessment. ................................................... Tabitha K. Meier Brian R. Weir-Harden PowerPoint Presentation Section Two Operationalizing Compliance: Insights from In-House Legal and Compliance Professionals ...................................................... Gregory J. Mori cal PowerPoint Presentation ii Jeffrey L. Stitt Blaine R. Dart Section Three Outside Counsel's Perspective on Compliance Breakdowns and Government-Imposed Monitorships .. ....................... Trent J. Sandifur Tabitha K. Meier PowerPoint Presentation iii 

Corporate compliance programs: insights from inside and outside

https://scholarship.law.nd.edu/cgi/viewcontent.cgi?filename=0&article=1026&context=iclef_2020&type=additional

Corporate compliance programs: insights from inside and outside

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