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Overseas Joint Ventures: Opportunities, Risks, and Potential Pitfalls


Speaker(s): Francesca Harker, Michael Garson, Randall Cook, Ted Theisen
Recorded on: Aug. 9, 2017
PLI Program #: 223110

Francesca Harker is a Managing Director at Ankura Consulting Group and is based in Washington, DC. Ms. Harker has over 8 years of experience addressing a variety of client needs, including corporate investigations, review of internal controls and procedures, monitorships and receiverships.

Prior to joining Ankura, Ms. Harker was a Senior Associate at BakerHostetler, LLC where she worked on a variety of fraud investigations including financial reporting investigations and enforcement actions by the Securities and Exchange Commission, criminal investigations by the Department of Justice and Federal Bureau of Investigations, and market regulation misconduct arbitrations by FINRA. Ms. Harker routinely advised corporate boards and their executives on complex litigation decisions and implementing comprehensive compliance, whistleblower and anti- corruption policies. Ms. Harker also has extensive experience conducting internal investigations relating to the Foreign Corrupt Practices Act and assisting with voluntary self-disclosure where appropriate. Ms. Harker also focuses her practice on government monitorships and receiverships.

Ms. Harker’s professional experience includes:

  • Internal Investigation – Investigated allegations of corrupt payments at a major international aerospace corporation and counseled the company on potential self-disclosure to relevant government agencies; implemented remedial measures and robust compliance program.
  • SEC Enforcement Action – Represented former Fortune 50 CFO in multiple state and federal lawsuits alleging accounting and securities fraud relating to multibillion-dollar restatement;
  • SEC Receivership – Led a multi-disciplinary team serving as counsel for court-appointed Receiver responsible for investigating, auditing, and recovering funds from $500 million Ponzi scheme;
  • SDNY Monitorship – Member of DOJ-appointed monitorship team tasked with assessing major international bank’s implementation of data privacy, government contracts, FCPA and other regulatory compliance policies;
  • Breach of Contract Claim – Second chair on jury trial for breach of contract and breach of fiduciary duty claims in which jury returned largest breach of contract award in New York City for that year.

EDUCATION

JD, University of Michigan Law School

MSW, The Catholic University of America

BA, English and Psychology, Georgetown University

ADMISSIONS

Admitted to the bars of New York, New Jersey and Washington, D.C.


Michael Garson is a Senior Managing Director at Ankura with more than 20 years of experience as an attorney in private practice, an in-house general counsel, and a C-suite operations and compliance executive. In those roles, he advised companies and enterprises of all sizes on US federal, state, and municipal procurements and grants and has specific expertise in defense and technology matters. He specializes in helping clients build and execute on market strategy, prepare winning bids and proposals, and design compliant and efficient business processes and systems. He is based in Washington, DC.

Prior to joining Ankura, Michael provided government contracting and business advisory services to a variety of companies through his own independent consulting firm. Before starting his own firm, he served in various capacities for LGS Innovations, a large US federal government contractor. Those roles included executive vice president and chief administrative officer, general counsel and secretary, chief compliance and ethics officer, and ITAR-empowered official as well as technology control officer. LGS, a technology and R&D company, is primarily focused on supporting the US defense and intelligence communities and, at the time of Michael’s departure, had over 1,000 employees and $300 million in annual revenue. Before that, Michael was a division counsel with Lucent Technologies, supporting its government solutions team, the main predecessor of LGS.

Education

  • AB, Princeton University
  • JD, The George Washington University Law School

Certifications

Certified Compliance and Ethics Professional

Affiliations

  • American Bar Association – Section of Public Contract Law
  • Society of Corporate Compliance and Ethics
  • Ethics and Compliance Initiative
  • International Association of Independent Private Sector Inspectors General, Member


Ted Theisen is a Senior Managing Director within the Cybersecurity Practice at Ankura Consulting Group, located in the Washington, DC office. He has more than 17 years of experience in information technology including designing information security programs, responding to complicated cyber incidents, and enhancing information security. Mr. Theisen has significant investigative experience leading numerous highly technical and complicated cyber incidents requiring the direction of multi-discipline and multi-national collaboration resulting in efficient and effective results.

Prior to joining Ankura, Mr. Theisen served as a Managing Director at an international litigation support firm where he developed and built a cyber- risk division including services such as incident response, risk assessments, as well as managed security services. He was directly responsible for overseeing all data breach matters and ensured a rapid response, adequate preservation of evidence, and ultimately identified the root cause of all breaches, as well as any exfiltrated, compromised, or exposed intellectual property.

In addition to his contributions in the private sector, Mr. Theisen also has notable government service. He served as a Special Agent in the Federal Bureau of Investigation where he investigated cyber related matters for the duration of his tenure, which included computer intrusions, cyber counterintelligence, and cyber counterterrorism matters. Mr. Theisen also served as the Branch Chief of Cyber Integrity for one year at the Executive Office of the President where he provided information risk management, information assurance, and eDiscovery leadership to The White House, Executive Residence, Office of the Vice President, and all other peripheral entities of the White House.

Notable Investigations that Mr. Theisen has conducted:

  • Cyber Extortion of a Scientific Company – A global company was threatened by an unknown subject with releasing intellectual property to the public unless a ransom was paid. Mr. Theisen lead a team of investigators to identify exposed data within the company, potential exfiltration vectors, and vulnerabilities that fostered unauthorized access
  • Cyber Domestic Terrorism Investigation – A US based food company was threatened by a domestic terrorism organization over the Internet. Mr. Theisen lead the investigation to successful attribution to the attacker and subsequent arrest
  • Insider Threat Investigation of a Financial Institution – A US based financial institution suspected escalation of privileges by a system administrator. Mr. Theisen was able to lead a team to surreptitiously identify unauthorized activity of the main subject of the investigation with minimal interruption to business functionality
  • Data Breach of Health Care Facility – A large US based health care system suffered a breach of Protected Health Information (PHI). Mr. Theisen lead the team to identify exposed data as well as the vector of compromise.
  • Amerithrax Investigation – Mr. Theisen served on a large team of special agents that responded to the residence of Dr. Bruce Ivans, as well as his laboratory at United States Army Medical Research Institute of Infectious Disease (USAMRIID) ensuring ample preservation of evidence in a volatile environment
  • Numerous Cyber Counterintelligence investigations in which the tradecraft and techniques of adversaries to the United States were identified
  • Several investigations associated with internet threats made to high ranking public officials in which rapid attribution of the attacker was necessary

EDUCATION

New Agent Training, FBI Academy - Quantico, Virginia

BS, Biology, University of Nebraska at Omaha 

CERTIFICATIONS

Certified Radiological Worker 2, US Department of Energy

FBI Hazardous Materials Response Team - investigated chemical, biological and radiological threats

MCSE and MCP+I Certified

PROFESSIONAL ASSOCIATIONS

Society of Former Special Agents of the FBI

HONORS & AWARDS

US Attorney Award, District of Delaware - contributions to Internet Crimes Against Children, 2010

Dedicated service award for contributions to the Terrorist Screening Operations Unit (TSOU), 2008

Exemplary service award for achievements at National Joint Terrorism Task Force (NJTTF), 2006


Randall H. Cook is a Senior Managing Director at Ankura based in New York. He has more than 20 years of experience as a former federal prosecutor, in-house executive leader and counsel, Inspector General, law firm attorney, and US Army officer leading and advising organizations engaged with critical operational, compliance, and risk mitigation challenges. Randy assists companies, organizations, investors, and counsel to navigate complex risks arising from national security concerns (including the Committee on Foreign Investment in the US (CFIUS) and US trade controls); government and regulatory investigations and audits; and public and fiscal integrity issues.

Prior to joining Ankura, Randy was Senior Counsel for two Fortune 50 aerospace technology companies, where he built and led global compliance and investigation programs focused on consistent, process-based risk analysis, engagement, and mitigation. These programs were a critical enabler for the companies’ successful navigation of consent agreements with the US Department of State.

Randy also was an Assistant United States Attorney in the federal district of New Jersey, where he prosecuted numerous complex crimes while serving as District Coordinator for Counterproliferation Initiatives and as the Anti-Money Laundering District Coordinator for the Organized Crime and Drug Enforcement Task Force. Previously, he was an attorney for Covington & Burling LLP in Washington, DC, where he provided counsel and advocated for clients confronting complex regulatory issues in multiple industries.

Randy served in the United States Army and Army Reserve as an Infantry Officer, Battalion Executive Officer, Company Commander, and Inspector General. He is currently assigned as an instructor in the US Army Command and General Staff College, where he teaches strategy and operational design to Army field-grade officers.

Randy’s professional experience includes:

  • CFIUS Monitorships: Supervised design and implementation of CFIUS-required independent third party monitorship programs for: a global technology company that recently acquired software products used by US Government agencies; a global financial services company that was acquired by a Chinese multi-national conglomerate; and a sensitive solar power facility. In each instance, the program includes collaborative development and monitoring of sensitive data management, minimization, and security elements; training; incident identification and reporting; non-retaliation; insider threat; cyber security; system and product integrity assurance; and physical security.
  • Disaster Recovery Procurement Compliance Program Design and Implementation: Led a team of Ankura professionals to design and implement a public procurement compliance program office in support of disaster recovery and rebuilding efforts for a large public utility following a catastrophic hurricane. The program office reviewed over $1.5 billion in procurement activity for Stafford Act compliance, conducted a compliance assessment and enhancement plan, and provided policy support and reporting in order to assure the utility’s credibility and the availability of federal disaster recovery assistance funds.
  • Compliance Risk Assessment and Prioritized Program Design: Led a team of Ankura professionals to design a post-audit compliance program for fortune 500 international manufacturer. Approach integrated existing enterprise processes and systems, and developed a project plan that enabled the enterprise to implement the program through phased, risk-prioritized, iterative enhancements.
  • Monitorship Investigations and Compliance Program Implementation: Led a team of Ankura professionals to design and implement an internal investigations and related compliance program for a fortune 50 aerospace defense and technology company to satisfy the requirements of a Consent Agreement with the US Department of State. The program enabled the company to successfully implement an accountable, efficient investigation process and fulfill its compliance requirements to the satisfaction of the Consent Agreement’s monitor.
  • As Senior Counsel and Empowered Official for two fortune 50 aerospace technology firms, Randy built a compliance, investigation, and audit program specifically cited by State Department regulators as the “best in the industry” and led over 250 investigations with 100 percent success in resolution without enforcement action. Randy reduced outside counsel fees by over 90 percent over a two-year period.
  • As an Assistant US Attorney, Randy served as the lead federal prosecutor on over 100 cases involving trade controls, sanctions, government contracts, fraud, computer crimes, money laundering, bank and tax fraud, narcotics, war crimes, and terrorism. During his tenure, he tried five cases to verdict, prepared 10 cases to within weeks of trial, and drafted and argued dozens of motions, as well as interviewed and prepared hundreds of targets, subjects, and witnesses.
  • As a law firm attorney, Randy focused his practice on government, congressional, and internal investigations; CFIUS; trade controls; public integrity; anti-corruption; anti-fraud; and corporate defense for defense, policy, financial services, logistics, pharmaceutical, and technology clients.
  • As a Lieutenant Colonel for the US Army and the Army Reserve, Randy served as an Inspector General, conducted federal whistleblower and contract fraud investigations, and led organizational audits. As an Infantry Battalion Executive Officer, Task Force Operations Officer, and Company Commander, he provided mission-critical leadership, planning, coordination, and decision-making during multiple international and domestic contingencies.