Managing a Successful Investigation ACC Panel Discussion October 2016 Managing a Successful Investigation

Panel Members Stuart Altman Andrew Bassak Andria Jones Rick Ostiller Director, Corporate Legal Investigations Intel Corporation Andrew Bassak Partner Manatt, Phelps & Phillips, LLP Andria Jones Senior Corporate Counsel Symantec Corporation Rick Ostiller Managing Director Navigant Debra Zumwalt Vice President and General Counsel Stanford University

Investigation Process Investigation Sources Managing the Client Keys to a Successful Investigation Challenges Reporting Results

Sources of Investigations Investigation is Initiated Regulator Questions (SEC, DOJ, FDIC) Internal Audit Findings Concerns Raised by Employees Investigations are brought to legal through a number of different reporting channels.

The Client Board of Directors Decides: Internal/External Investigation Internal Investigation: Company Management External Investigation: Audit/Special Committee

Keys to a Successful Investigation Understanding the Business Environment Develop a Work Plan Undertake Electric Data Preservation, Collection and Review Conduct Interviews Perform Analytics Summarize and Report Findings Following these steps will help to effectively manage an investigation from beginning to end.

Conducting Interviews Upjohn Warning Handling Difficult Employees Who Should Participate? Requests for Separate Counsel

The Yates Memo Individual Accountability Provide DOJ with facts of individuals Involved. Criminal and civil attorneys should routinely communicate. Corporate cases must not be resolved without plans to resolve individuals cases. No corporate resolution will provide protection from criminal or civil liability for any individuals. Civil attorneys focus on individuals and evaluate whether to bring suit against an individual based on considerations beyond that individual’s ability to pay. Individuals from inception. 6 keys to create more Individual accountability

Challenges Possible Litigation Waivers Resources Electronic Discovery External Audit Demands

International Investigations FCPA Exposure Language Issues Local Rule of Law Access to Data

Avoiding Scope Creep Follow Leads Without Boiling the Ocean Meet Regularly to Discuss Expectations Reduce Scope Quarterly vs. Annually

Reporting Results Oral vs. Written Content: Background and Circumstances Scope (Initial and Changes) Work Performed Key Findings Remediation Recommendations Team Coordination