1. Antitrust Compliance - Internal Investigations Antitrust Forum - 31 May 2017
Ario Dehghani, Counsel, Head of Compliance, Redcliffe Partners

2. Agenda
Practical Case - LEGO
How to conduct an internal investigation
Phase 1: Immediate measures
Phase 2: Investigation
Phase 3: Shaping the future
Поднятие пороговых показателей для целей получения разрешения АМКУ (тест 1)

3. 1. Practical Case - LEGO

4. Once in an European country…
LEGO fined for vertical resale price maintenance ( )
The Federal Cartel Office has imposed a fine of 130,000 Euros on LEGO for enforcing vertical resale price maintenance in the sale of its so-called "highlight articles". Those affected were retailers who were forced by sales representatives of LEGO to raise their retail prices. Regularly updated lists were kept of the articles concerned and the names of the selected retailers. In some cases the retailers were threatened with either a reduction in supply or even with the refusal to supply if they offered articles at retail prices below those set in the lists.
The Federal Cartel Office stated: "After the proceeding was opened LEGO carried out extensive inhouse investigations and from the onset significantly contributed to clarifying the facts of the case. The company also drew the necessary organizational and personnel consequences. In setting the fine full consideration was taken of its cooperation and the fact that a settlement could be reached."

5. 2. How to conduct an internal investigation

6. Internal investigation
The 3 phases
Immediate measures
Internal investigation
Shaping the future

7. Internal investigation
Phase 1: Immediate measures
Immediate measures
Internal investigation
Shaping the future
Indication
General principle: increased obligation, when concrete indication for compliance violation
Mere obligation for management to monitor and advice change into concrete obligation to intervene and to react
“Stop the bleeding“
Preliminary fact-finding
Data retention
Communication
Notification duties,
e.g., stakeholders, authorities, insurance
First project management measures

8. Internal investigation
Phase 2: Internal investigation
Immediate measures
Internal investigation
Shaping the future
Indication
Project Management
Goals
Timeline
Responsibilities
Team
Organization and reporting
Communication with whistleblower or requesting authority
Communication with individuals involved
Investigation
Fact finding methods
Accounting
Cooperation with authorities
Analysis
Final report

9. General work streams and timeline

10. Internal investigation
Phase 3: Shaping the future
Immediate measures
Internal investigation
Indication
Shaping the future
Claims
Early considerations
Statute of limitation
Risk of conflicts when introduced to investigation team
Claim assessments
Obligations regarding assessment and enforcement
Insurance
Check insurance package
Report of outcome to insurance
Mitigation of financial risks connected to investigations and fines
D&O insurance

11. Thank you for your attention! Any questions?
Ario Dehghani
Counsel, Head of Compliance Practice, Redcliffe Partners

12. D&O Insurance Measures to limit and avoid liability risks:
Content:
Deductible insurance with no co-payment or only little co-payment  Eventually include insurance for co-payment
If possible as few as possible exclusions or limitation of liability  Eventually include conditional content into insurance scope
Sufficient territorial scope
Advice: „spare no expense with regard to D&O insurance"

13. Aspects to be considered
Decision on involvement of outside counsel
Aspects to be considered
Risk level
Privilege aspects
In particular if potential involvement of authorities
Capacity issues due to time constraints
In particular in competition cases
Potential conflicts of interest of management or legal department
Case-by-case basis