RISKS OF TERMINATING OR REFUSING TO HIRE A BLOGGER

1
Getting Internal Investigations Done
Right David T. Schultz Maslon Edelman Borman
Brand, LLP
2
Conducting the Investigation

• An internal investigation is worse than useless
  if it is not conducted properly and can cause
  substantial harm to a companys credibility and
  reputation.
• Giovanni Prezioso, Former General Counsel, SEC

3
Considerations

• Whether and When to Conduct One
• Who Conducts It
• How It is Conducted
• What is Produced

4
When Are Internal Investigations Necessary?
5
Who?

• Inside counsel vs. Outside
  counsel

• Expense Resources

• Inside Knowledge Objectivity

• Confidentiality
  Integrity

Motivation
Independence
6
Selection of Outside Counsel Investigator
7
Selecting Your Outside Counsel

• Assessing Competence
• Technical
• Independence
• Reputation
• Local Knowledge
• Specified Knowledge

8
Competence

• All told, Vinson Elkins investigation
  appears worthy of Inspector Clouseau.
• . . . they asked few real questions, failed to
  talk to obvious key witnesses

9
Independence

• V Ein 2000 billed Enron for between 27
  million and 30 million.

10
Structuring the Investigation

• Internal Reporting
• Defining Scope/Written Plan
• Internal Communication with Employees

11
How Do You Find the Facts?
The Interview
12
(No Transcript)
13
How Do You Find the Facts?

• Conducting the interview
• Corporate Miranda
• Tape recording/court reporter
• Written memos
• Interference

14
The Written Report

• Whether
• When
• How

15
The Written Report
16
Dissemination of The Report

• Need to Know
• Controls on Report
• Canary Traps

17
Investigating the Board What Are the Limits?