Neufeld, QC,
Richard A.
Dentons Canada LLP
(403) 268-7023
richard.neufeld@
dentons.com
Mr. Neufeld focuses on
environmental, regulatory
and Aboriginal law. He
advises on project approval
and compliance matters
relating to energy, mining
and pipeline developments.
He also represents project
proponents before
various tribunals.
Nixon,
Christopher W.
Stikeman Elliott LLP
(403) 266-9017
cnixon@stikeman.com
Mr. Nixon specializes
in M&A, corporate
fi nance, joint ventures,
reorganizations and
governance, representing,
among others, oil &
gas exploration and
oilfi eld service entities
and investment dealers
in Canada, the US,
Europe and Asia.
O'Callaghan, Peter J.
Blake, Cassels
& Graydon LLP
(604) 631-3345
peter.ocallaghan@
blakes.com
Mr. O'Callaghan's practice
focuses on corporate fi nance
and M&A transactions
in the mining sector.
Recognized in, among
others, the Lexpert®/American
Lawyer Guide to the Leading
500 Lawyers in Canada and
e Best Lawyers in Canada.
Nitikman, Joel A.
Dentons Canada LLP
(604) 443-7115
joel.nitikman@dentons.com
Mr. Nitikman focuses
on resolving tax disputes.
He has extensive
experience in federal and
provincial income tax and
commodity tax litigation.
Nordick, D'Arcy
Stikeman Elliott LLP
(416) 869-5508
dnordick@stikeman.com
Mr. Nordick advises foreign
and domestic clients on
mergers and acquisitions
(public and private),
corporate fi nance, securities
and general corporate and
commercial law. His clients
include banks, dealers,
governments, private-
equity fi rms and more.
Olasker, Patricia L.
Davies Ward Phillips
& Vineberg LLP
(416) 863-5551
polasker@dwpv.com
Ms. Olasker focuses on
public company M&A,
private-equity acquisitions,
proxy contests and
international and domestic
corporate fi nance, including
public market derivatives,
high-yield debt and MJDS
off erings. An adjunct
professor at Osgoode Hall.
of conduct for companies vying for gov-
ernment contracts. ! e framework debars
companies from government work for 10
years if they or their subsidiaries have been
convicted in Canada or elsewhere of a wide
range of off ences, including insider trading,
bribery, falsifi cation of books or extortion,
to name a few. A leniency provision that
once existed for companies that self-dis-
closed violations was recently eliminated.
A company that acquires or merges with
another, only to discover the acquired en-
tity may have violated the Integrity Frame-
work even years ago, could suddenly fi nd
itself entirely debarred from bidding on
government projects.
"If I am doing a signifi cant M&A trans-
action, I really need to be concerned about
fi nding the skeletons in the closet," says Clif-
ford Sosnow, a partner practising in Fasken
Martineau DuMoulin
LLP's Ottawa offi ce
who specializes in cross-border corruption
law and economic sanctions compliance
law. "! e worst skeleton in the closet right
now, in light of the integrity framework,
is prior violations. Because then the board
has to make some really diffi cult decisions.
Does it voluntarily disclose? If it does that,
it gets lower penalties but it is debarred.
And not only is it debarred, all its subsidiar-
ies are debarred."
"! at," suggests Sosnow, "is one of the
hardest issues that a board and senior man-
agement will ever face." It's not an easy one
for a company's lawyers to call either. Sos-
now's view, in light of what happened to
Griffi ths Energy International in 2013, is to
lean towards disclosure. Griffi ths, a Calgary
company, pleaded guilty to paying a US$2-
million bribe to the wife of the ambassador
to Chad and was fi ned $10.35 million. It
could have been worse. New management
at Griffi ths, a er discovering through their
own due diligence that prior management
committed bribery, disclosed the off ence to
authorities and cooperated with an investi-
gation. In imposing a lighter-than-expected
fi ne, the judge took Griffi ths' cooperation
into account as well as the fact the company
had implemented a rigorous compliance
program a er the discovery.
Still, adds Sosnow, such situations put
companies in a diffi cult box between seek-
ing leniency from the courts by disclosing,
but being debarred from government-re-
lated contracts if they do. "! ere's punish-
ment for being honest. ! ere is punishment
for being ethical."
In the US, there's less of a dilemma, says
Eljarrat. ! ere, when companies disclose
bribery of foreign offi cials, their cases are
automatically moved to civil courts. ! at
means no possibility of criminal convic-
tions and jail time for those involved. Not
so in Canada, where charges under the CF-
POA
remain in the criminal courts regard-
less of self-disclosure. "! is is a crime pun-
ishable by up to 14 years in jail," in Canada,
points out Eljarrat, who would like Canada
to adopt a similar US policy of funnelling
self-disclosure cases away from the criminal
courts. "I personally feel that is a change
that would likely be very, very good." It
would certainly encourage more self-disclo-
sure, meaning more corruption would be
exposed and dealt with, he contends.
But currently if a senior Canadian ex-
ecutive participated or omitted to do some-
thing that enabled the commission of a CF-
POA
crime, he or she could face signifi cant
prison time. Eljarrat says while a general
view among Canadian lawyers is towards
CORRUPTION AND SANCTIONS
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