Trade, Export and Project Finance Compliance Refresher...Jan 24, 2019 · Bribery of foreign public officials A person (P) who bribes a foreign public official (F) is guilty of an

Trade, Export and Project Finance Compliance Refresher

Presented by Mark Norris Partner, Sullivan & Worcester UK LLP 24 January 2019 New Broad Street House 35 New Broad Street London EC2M 1NH

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Introduction

The World Bank estimates tax revenues to account for 15% of GDP globally

According to the IMF Finance and Development Magazine, countries move to higher growth once tax revenues exceed 15% of GDP and high levels of tax evasion limit the potential for tax revenues

The IMF Chairwoman, Christine Lagarde, recently stated that fighting corruption and tax evasion remains essential to address economic vulnerabilities in 2019

The World Bank and OECD estimate revenue losses from tax evasion and corruption to be “in the billions”

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Introduction

Tax Justice Network estimates that $240 billion in tax revenue in Africa is lost every year due to various forms of tax avoidance and evasion, with the majority of losses in low- and lower middle-income countries

In the US alone, tax evasion is estimated to cost the federal government $458 billion per year between 2008 through 2010

Viewed as distinct crimes, tax crime and corruption are often intrinsically linked; a World Bank study of 25,000 firms in 57 countries found that firms that pay more bribes also evade more taxes

More broadly, where corruption is prevalent in society, this can foster tax evasion

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Introduction

Transparency International claims that 75 million people in Africa pay bribes

According to the same source, the majority of Africans (58%) say that corruption has increased over the past year

Bribery affects more than 1 in five Africans and hurt the poor the most

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Introduction

An OECD study on bribery detection between 1997 and 2017 found that only 22% of offences are detected through self-reporting

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Source: OECD Database on Foreign Bribery Case

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Bribery Act 2010

The Bribery Act 2010 is among the strictest legislation internationally on bribery

Introduced a new strict liability offence for companies for failing to prevent bribery

The introduction of this new corporate criminal offence places a burden of proof on companies to show they have adequate procedures in place to prevent bribery

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Bribery Act 2010 – What constitutes bribery?

Direct cash payments as bribes

“In kind benefits” such as luxury goods

Excessive hospitality - excessive or lavish hospitality - hospitality offered during restricted periods (for example, during a tender) - is it “reasonable, proportionate and bona fide”

Favours - favours given to decision-makers’ friends or relations to extract unfair advantage - jobs, residence permits, the provision of education or healthcare

Small bribes and facilitation payments – “speed” or “grease” payments made to secure or speed up a routine or necessary process to which the payer is entitled anyway

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Bribery Act 2010 – What constitutes bribery?

Bribes disguised as charitable donations - trustees and board members of charities may be politicians, officials, and other highly placed and influential people - donations may directly or indirectly benefit them personally - hospitals built using a relative’s construction company

Bribes masked as commissions

Corrupt hiring practices - offering jobs or internships to relatives or associates of public officials

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Bribery Act 2010 – Prime offences

The Bribery Act creates four prime offences:

Two general offences covering the offering promising or giving of an advantage, and requesting, agreeing to receive or accepting of an advantage

A discrete offence of bribery of a foreign public official

A new offence of failure by a commercial organisation to prevent a bribe being paid to obtain or retain business or a business advantage - should an offence be committed it will be a defence that the organisation has adequate procedures in place to prevent bribery

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Bribery Act 2010 – Section 1 Offences of bribing another person

Offering, promising or giving a bribe (be it financial or another advantage) to another person, with the intention that that person, or a third party, perform a relevant function improperly, or to reward them for such improper performance

Offering a bribe with knowledge or belief that acceptance of the bribe is not permitted

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Bribery Act 2010 – Section 1 Offences of bribing another person

A person (“P”) is guilty of an offence if either of the following cases applies:

Case 1 is where—

› P offers, promises or gives a financial or other advantage to another person, and

› P intends the advantage—

to induce a person to perform improperly a relevant function or activity, or

to reward a person for the improper performance of such a function or activity

Case 2 is where—

› P offers, promises or gives a financial or other advantage to another person, and

› P knows or believes that the acceptance of the advantage would itself constitute the improper performance of a relevant function or activity

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Bribery Act 2010 – Section 2 Offences relating to being bribed

Requesting, agreeing to receive or accepting a financial or other advantage from another person intending that the consequence of that action be the improper performance of a relevant function, or the advantage itself constitute an improper performance

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Improper performance

Performance which amounts to a breach of an expectation that a person will act in good faith, impartially, or in accordance with a position of trust

For the purposes of deciding whether a function or activity has been performed improperly the test of what is expected is a test of what a reasonable person in the UK would expect in relation to the performance of that function or activity

Where the performance of the function or activity is not subject to UK law (for example, it takes place in a country outside UK jurisdiction) then any local custom or practice must be disregarded – unless permitted or required by the written law applicable to that particular country

“Written law” means any written constitution, provision made by or under legislation applicable to the country concerned or any judicial decision evidenced in published written sources

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Bribery Act 2010 – Section 6 Bribery of foreign public officials

Bribing a foreign public official, with the intention of influencing them in their capacity as a foreign public official (FPO) the intention of obtaining or retaining business or an advantage in the conduct of business (Section 6)

The threshold for a Section 6 offence is lower than for the general Section 1 and 2 offences – Section 6 only requires an “intent” to “influence” and not an intent to induce “improper performance”

Unlike the general offences Section 1 and 2 offences there is no need for the FPO to perform his or her function “improperly” as a result of the bribe

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Section 6 creates a standalone offence of bribery of a foreign public official

The offence is committed where a person offers, promises or gives a financial or other advantage to a foreign public official with the intention of influencing the official in the performance of his or her official functions

The person offering, promising or giving the advantage must also intend to obtain or retain business or an advantage in the conduct of business by doing so

The offence is not committed where the official is permitted or required by the applicable written law to be influenced by the advantage

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A person (“P”) who bribes a foreign public official (“F”) is guilty of an offence if P's intention is to influence F in F's capacity as a foreign public official

P must also intend to obtain or retain—

› business, or

› an advantage in the conduct of business

P bribes F if, and only if—

› directly or through a third party, P offers, promises or gives any financial or other advantage—

to F, or

to another person at F's request or with F's assent or acquiescence, and

› F is neither permitted nor required by the written law applicable to F to be influenced in F's capacity as a foreign public official by the offer, promise or gift

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Section 6 offence – the activity of the FPO is very likely to involve conduct which amounts to “improper performance”

Unlike Section 1 offence - Section 6 does not require proof of “improper performance” or an intention to induce “improper performance”

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Bribery Act 2010 – Section 7 Failure of commercial organisations to prevent bribery

Failure of a commercial organisation to prevent bribery (Section 7)

A commercial organisation is guilty of an offence if a person associated with the organisation bribes another person with the intention of:

› obtaining or retaining business for the organisation; or

› obtaining or retaining an advantage in the conduct of business for the organisation

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Bribery Act 2010 – Section 8 “Meaning of associated person”

For the purposes of Section 7, a person (“A”) is associated with C if (disregarding any bribe under consideration) A is a person who performs services for or on behalf of C

The capacity in which A performs services for or on behalf of C does not matter

Accordingly A may (for example) be C's employee, agent or subsidiary

Whether or not A is a person who performs services for or on behalf of C is to be determined by reference to all the relevant circumstances and not merely by reference to the nature of the relationship between A and C

But if A is an employee of C, it is to be presumed (unless the contrary is shown) that A is a person who performs services for or on behalf of C

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Bribery Act 2010 – Strict Liability

The Bribery Act unlike previous legislation places strict liability upon companies for failure to prevent bribes being given (active bribery)

The only defence is that the company had in place adequate procedures designed to prevent persons associated with it from undertaking bribery (Section 7(2))

The Bribery Act has extra-territorial reach for UK companies operating abroad

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R v Skansen Interiors Limited (2018)

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R v Skansen Interiors Limited represented the first contested conviction for a Section 7 offence (Failure of Commercial Organisations to Prevent Bribery)

SIL was an SME based in London, operating in the construction sector

SIL was a small fit-out company, employing around 30 employees at the relevant time

The office space which the business operated from was open plan and in one location

There were no agents or operations in high-risk jurisdictions

In 2012-13 it won two contracts from a third-party company that, combined, were worth approximately £6 million to SIL

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It subsequently transpired that two payments totaling £10,000 had been paid by a rogue director of SIL to reward a rogue project manager at the third-party company for influencing the tender process to ensure that SIL won the two contracts

The payments were not made directly to the rogue director but to a third company which was owned by the son of the rogue director

The shell company had raised three invoices to SIL on its own letterhead, purportedly for services in connection with the two projects

The services in question were for the provision of site surveys, drawings, consultancy, CAD drawings, and health and safety advice

In fact, no services whatever were provided to SIL

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Upon receipt of the initial two invoices, as was SIL’s normal accounting practice, they were manually coded and assigned to the project by SIL’s finance team

They were then passed on for approval to a director, who happened to be the rogue director

One of the project managers queried the amounts, following which the rogue director asked a finance clerk to assign the cost to a rarely used overseas subsistence code in order to avoid scrutiny

Measures were then put in place by the rogue director to hide the fact that those payments were made essentially for services that were never offered to the company

There was a third invoice for a larger sum of £29,000

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Co-incidentally management decided to appoint a new CEO – the company was in financial difficulty

A meeting of the directors was called by the new CEO

The directors were asked to present any evidence, documents or anything that they thought was relevant so that the new CEO could understand the difficulties the business was going through

The rogue director flagged up that there was a further £29,000 payment which was due to the shell company

The rogue director was not able to articulate convincingly the basis on which that payment was due

The new CEO picked up the fact that something was not quite right

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The new CEO put in place an amended anti-bribery and anti-corruption policy and he asked all employees to acknowledge receipt of that policy and to sign it off

The rogue director received this policy and he acknowledged that he had received it

Nevertheless the rogue director still tried to get the £29,000 payment through the accounting system

The payment was stopped and an internal investigation was undertaken

As a result of the investigation the rogue director and another individual were dismissed

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The new CEO reported the matter to the National Crime Agency by way of a suspicious-activity report

The new CEO heard nothing more and chased up the City of London Police

As part of the investigation the new CEO provided evidence about the individuals concerned and the bribes that were paid

The company did not know that it was a suspect—it was essentially putting forward the individuals and the evidence that backed up the assertions that these individuals were the two to blame for the offending

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The CPS decided that the company should be suspected of the Section 7 offence and should be investigated for it

An interview took place with one of the shareholders and directors of SIL, and, after almost two years of investigation, the company was required to attend court to answer that allegation

The company put forward the argument:

“Had we not reported this, you would not have known about this offending. It is only as a result of our self-reporting that this offending came to light. In fact, we did everything we could to provide you with the relevant evidence to confirm that and to allow you to prosecute”.

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Lessons: a business asserting that it has an “ethical culture” is insufficient in the absence of any evidence supporting this claim

Organisations should therefore give thought to:

› what records it holds that demonstrate compliance;

› what processes were put in place in response to the Bribery Act coming into effect;

› how policy and procedures are communicated to employees; and

› what training is in place to supplement the written policies.

Limitations to Defence of “adequate procedures”

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Facilitation Payments

An unofficial, usually small payment made to foreign officials for the performance of routine actions

Usually intended to influence the timing of an action rather than the outcome

Illegal in UK – could lead to prosecution under Section 1 or Section 6, Bribery Act 2010

› Section 6 offence – of bribing a public official – does not require improper performance

› Section 7 – a company could be prosecuted if the individual paying the bribe has appropriate corporate ties

In US, a limited exception is made for payments to “expedite or secure…routine government action” under the US Foreign Corrupt Practices Act 1977 (FCPA)

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SFO adopts a firm stance:

› "Facilitation payments are illegal under the Bribery Act regardless of their size or frequency ... the SFO stands ready to take effective action against their use, regardless of where they are requested" (from SFO: Bribery & Corruption: Facilitation Payments)

SFO does not provide any special exemption for facilitation payments - treats them just the same as any other bribe

But its guidance provides that “whether or not the SFO will prosecute in respect of a facilitation payment…will be governed by the Full Code Test in the Code for Crown Prosecutors and the Joint Prosecution Guidance of the Director of the SFO and the Director of Public Prosecutions on the Bribery Act 2010”.

In other words, “if there is a realistic prospect of conviction, SFO will prosecute if it is in the public interest to do so”.

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Facilitation Payments: SFO Approach

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Can you simply rely on FCPA compliance?

Private-to-private bribery - FCPA does not cover private sector bribery. BA does

Active and passive bribery - FCPA only covers active bribery (i.e. the giving of a bribe). The BA prohibits both active and passive bribery

Intent - Under the FCPA it must be proved that the person offering the bribe did so with a “corrupt” intent. BA makes no requirement for a “corrupt” or “improper” intent in relation to foreign public official

Facilitation payments - FCPA creates an exemption for facilitation payments. BA does not

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Bribery and Safety

The government guidance to the Bribery Act 2010 acknowledges the issue of payments made under duress:

“Duress

It is recognised that there are circumstances in which individuals are left with no alternative but to make payments in order to protect against loss of life, limb or liberty. The common law defence of duress is very likely to be available in such circumstances”.

Scope of this defence is no greater than under general criminal law; defendant accused of making facilitation payments cannot argue that the pressure on him to pay amounted to economic duress

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Bribery and Offsets

Bribery Act 2010 allows advantages to be given that are lawful under the written law of the country in question (Section 6(3)(b))

Section 6(3)(b) provides a defence where a foreign public official is permitted or required by local written law to be influenced by the offer in his capacity as a public official

For example:

› where a governmental decision to grant a contract or a licence may take into account offers by a company to provide payments or other contributions ("offsets") to benefit a local community or

› where local written law permits persons to pay additional fees for expedited routine services

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Bribery Act 2010 – Extra-territoriality

A company registered in the UK can commit an offence under Section 7 of failure to prevent bribery if an employee, subsidiary, agent or service provider (‘associated persons’) bribes another person anywhere in the world to obtain or retain business or a business advantage

A foreign subsidiary of a UK company can cause the parent company to become liable under Section 7 when the subsidiary commits an act of bribery in the context of performing services for the UK parent

If the foreign subsidiary were acting entirely on its own account it would not cause the UK parent to be liable for failure to prevent bribery under Section 7 as it would not then be performing services for the UK parent

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Bribery and Perverting the Course of Justice

Perverting the course of justice is a common law offence carrying a maximum sentence of life imprisonment

The offence can be committed even if the result of the act does not impact the course of justice

Requires a positive action

What is “the course of justice”?

Proceedings of some kind, whether in progress or simply imminent (R v Selvage and another (1982))

Includes investigations that could result in proceedings

R v Rafique and others (1993) – if an intention to pervert the course of justice is proved, it makes no difference if conduct was performed prior to investigation or even discovery

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Criminal Finances Act 2017

The UK government believes that “relevant bodies” should be criminally liable where they fail to prevent those who act for or on their behalf from criminally facilitating tax evasion

The new offences will be committed where a “relevant body” fails to prevent an “associated person” criminally facilitating the evasion of a tax

This will be the case whether the tax evaded is owed in the UK or in a foreign country

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What’s new?

The new offence does not radically alter what is criminal

It focuses on who is held to account for acts contrary to the current criminal law

It does this by focusing on the failure to prevent the crimes of those who act for or on behalf of a corporation - rather than trying to attribute criminal acts to that corporation

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Strict liability

The new offences are strict liability offences

If the underlying tax evasion offences are committed then the relevant body will have committed the new corporate offence unless it can show it has put in place reasonable preventative procedures

No knowledge or intention is required on the part of the relevant body

Nor is there any requirement for the tax evader or facilitator to have been convicted

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Who or what is a “relevant body”

A “relevant body” is “… a body corporate or partnership (wherever incorporated or formed) …”

The legislation aims to tackle crimes committed by those who act for or on behalf of a relevant body – “an associated person”

It does not hold relevant bodies to account for the crimes of their customers nor does it require them to prevent their customers from committing tax evasion

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Who or what is an “associated person”?

A person (P) acts in the capacity of a person associated with a relevant body (B) if P is—

(a) an employee of B who is acting in the capacity of an employee

(b) an agent of B (other than an employee) who is acting in the capacity of an agent or

(c) any other person who performs services for or on behalf of B who is acting in the capacity of a person performing such services

Section 44 Criminal Finances Act 2017

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Section 45 Criminal Finances Act 2017 - Failure to prevent facilitation of UK tax evasion offences

(1) A relevant body (B) is guilty of an offence if a person commits a UK tax evasion facilitation offence when acting in the capacity of a person associated with B

(2) It is a defence for B to prove that, when the UK tax evasion facilitation offence was committed:

(a) B had in place such prevention procedures as it was reasonable in all the circumstances to expect B to have in place or

(b) it was not reasonable in all the circumstances to expect B to have any prevention procedures in place

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What is a UK tax evasion facilitation offence?

“UK tax evasion facilitation offence” means an offence under the law of any part of the United Kingdom consisting of—

(a) being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of a tax by another person

(b) aiding, abetting, counselling or procuring the commission of a UK tax evasion offence or

(c) being involved art and part in the commission of an offence consisting of being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of a tax

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Criminal Finances Act 2017 Failure to prevent facilitation of UK tax evasion offences – Prevention Procedures

“Prevention procedures” means procedures designed to prevent persons acting in the capacity of a person associated with B from committing UK tax evasion facilitation offences

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A “relevant body” could be any legal person, based anywhere in the world

Therefore a party outside the UK that is failing to prevent facilitation of UK tax evasion can be guilty of the Section 45 offence and be tried in the UK courts

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Criminal Finances Act 2017 Failure to prevent facilitation of UK tax evasion offences

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Section 46 Criminal Finances Act 2017 Failure to prevent facilitation of foreign tax evasion offences

UK government's approach

The fraudulent evasion of tax is wrong

It would be wrong for a UK-based relevant body to escape liability for acts which, if they were in relation to UK tax would be criminal, just because the country suffering the tax loss is unable to bring an action against that relevant body within that jurisdiction’s legal system

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The foreign offence operates in a broadly similar way to the domestic offence

First with a requirement for criminal evasion by a taxpayer (stage one)

Second criminal facilitation of tax evasion by an associated person (stage two)

Third if stages one and two offences are committed then the relevant body is criminally liable (stage three) unless it can show it has put in place reasonable preventative procedures

Only if the relevant body has put in place reasonable prevention procedures it will have a defence

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Section 46 Criminal Finances Act 2017 Failure to prevent facilitation of foreign tax evasion offences (1) A relevant body (B) is guilty of an offence if at any time—

(a) a person commits a foreign tax evasion facilitation offence when acting in the capacity of a person associated with B and

(b) any of the conditions in subsection (2) is satisfied

(2) The conditions are

(a) that B is a body incorporated, or a partnership formed, under the law of any part of the United Kingdom

(b) that B carries on business or part of a business in the United Kingdom

(c) that any conduct constituting part of the foreign tax evasion facilitation offence takes place in the United Kingdom

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What is a “foreign tax evasion facilitation offence”?

A “foreign tax evasion facilitation offence” means conduct which—

(a) amounts to an offence under the law of a foreign country

(b) relates to the commission by another person of a foreign tax evasion offence under that law and

(c) would, if the foreign tax evasion offence were a UK tax evasion offence, amount to a UK tax evasion facilitation offence

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“Dual criminality”

Section 46 Criminal Finances Act 2017 requires that there is “dual criminality”

The overseas jurisdiction has equivalent offences at both the taxpayer and facilitator level

It is only necessary to have an understanding of the foreign criminal law when doing something that would be illegal if done in the UK

If the actions of the associated person would not be unlawful in the UK then the “dual criminality” requirement will not be fulfilled and the new foreign tax offence will not be committed regardless of what the foreign law may be

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“Dual criminality”

Requires corporations to have a knowledge of fraud that is proportionate to the risks they face of having their service providers deliberately and dishonestly facilitate tax evasion

The level of knowledge that is expected of a corporation will depend on the facts and its particular circumstances

Need to look at risk profile

› Sector?

› Country?

› Use of agents?

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(3) It is a defence for B to prove that, when the foreign tax evasion facilitation offence was committed:

(a) B had in place such prevention procedures as it was reasonable in all the circumstances to expect B to have in place or

(b) it was not reasonable in all the circumstances to expect B to have any prevention procedures in place

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Procedures need to be put in place

Procedures that can be put in place to prevent associated persons from criminally facilitating tax evasion

Corporates need to conduct risk assessments and create procedures proportionate to that risk.

Six guiding principles:

› Risk assessment

› Proportionality of risk-based prevention procedures

› Top level commitment

› Due diligence

› Communication (including training)

› Monitoring and review

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What is “criminal facilitation”

In short deliberate and dishonest behavior

The associated person must:

› intend to do the act of facilitation

› believe that his act is capable of assisting the perpetrator to commit the offence and

› know the essential matters that constitute the perpetrator’s offence

An omission can be an act of facilitation if the individual fails to fulfil a statutory duty - for example deliberately not submitting a suspicious activity report or failing to declare tax residency with the intention or knowledge that he is helping to facilitate a tax fraud

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The need for “dishonest intent”

Both the statutory and the common law offences relevant to tax evasion require an element of fraud - deliberate action or omission with dishonest intent

Mere non-compliance will not result in a tax evasion offence being committed absent dishonesty

Strict liability tax offences that can be committed absent dishonesty, such as failing to give notice of being chargeable to tax, failing to deliver a tax return, and making an inaccurate return, will not give rise to the corporate offence being committed

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Why does this matter?

Commercial contracts

Finance contracts

Wide definitions of “financial crime” used in representations, warranties, undertakings and events of default

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What do the offences look like in practice?

UK manufacturer (the “relevant body”) contracts with a UK distributor (the “associated person”) to sell its products (services for or on behalf of the UK manufacturer)

UK distributor (the “associated person”) facilitates (i.e. “criminal facilitation”) a VAT invoicing fraud enabling the distributor’s customers to evade VAT in the UK (i.e. criminal tax evasion by a taxpayer) unknown to the UK manufacturer (the “relevant body”)

As UK tax has been evaded and the distributor (the “associated person”) facilitated it whilst providing services to the manufacturer (the “relevant body”)

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The UK distributor was

(a) knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of a tax (VAT) by another person or

(b) aiding, abetting, counselling or procuring the commission of a UK tax evasion offence

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Is the UK manufacturer (the “relevant body”) liable?

The manufacturer (the “relevant body” is liable for failing to prevent this offence, unless it can demonstrate it had reasonable procedures in place to prevent this from occurring in the first place

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UK Exporter (the “relevant body”) contracts with Mogadishu Ltd (a Somali company and the “associated person”) to provide management services in Somalia for the construction of a road

Mogadishu Ltd (the “associated person”) contracts with Somalia Reliable Services Ltd (a Somali company) to provide services as a supplier to Mogadishu Ltd (the “associated person”)

Somalia Reliable Services Ltd asks to be paid for its services via a company in Switzerland

Somalia Reliable Services Ltd deliberately fails to declare its income in Somalia (which amounts to an offence under the law of Somalia)

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Mogadishu Ltd (the “associated person”) is aware that Somalia Reliable Services Ltd is not declaring its income and is deliberately facilitating the tax evasion by invoicing the company based in Switzerland

In other words Mogadishu Limited (the “associated person”) is knowingly concerned and taking steps with a view to the fraudulent evasion of a tax by Somalia Reliable Services Ltd

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Has an offence been committed by Mogadishu Limited (the “associated person”)?

Mogadishu Limited (the “associated person”) has committed a “foreign tax evasion facilitation offence” as the conduct

(a) amounts to an offence under the law of Somalia

(b) relates to the commission by Somalia Reliable Services Ltd of a foreign tax evasion offence under the law of Somalia and

(c) would, if the foreign tax evasion offence were a UK tax evasion offence, amount to a UK tax evasion facilitation offence

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Has an offence been committed by UK Exporter (the “relevant body”)

It is a defence for UK Exporter (the “relevant body”) to prove that, when the foreign tax evasion facilitation offence was committed—

(a) UK Exporter (the “relevant body”) had in place such prevention procedures as it was reasonable in all the circumstances to expect B to have in place or

(b) it was not reasonable in all the circumstances to expect UK Exporter (the “relevant body”) to have any prevention procedures in place

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Criminal facilitation is defined by the Accessories and Abettors Act 1861

The “associated person” is an accomplice to a crime and if the company does not have prevention procedures as it was reasonable in all the circumstances to expect it to have in place (or it was not reasonable in all the circumstances to expect the Company to have any prevention procedures in place) it also will have committed an offence under the Criminal Finances Act

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The need for risk assessments

The determination of whether prevention procedures are reasonable in light of the risks faced will always be a matter for the courts

The risk that an “associated person” may criminally facilitate tax evasion needs to be identified, assessed and mitigated

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Mark Norris Partner

Mark Norris is a partner in the Finance and the Trade & Export Finance groups in Sullivan & Worcester’s London office. His practice covers cross border syndicated lending, structured export credit finance, structured trade and commodity finance, debt restructurings, acquisition finance and asset finance. Mark is recognized in The Legal 500 UK as "excelling" in structured export credit transactions (2016) and is praised for his "commercial and user-friendly approach" (2017). Mark also advises on regulatory, modern slavery, bribery and corruption issues in connection with trade and export finance. Mark led Sullivan & Worcester’s response to the UK Government's consultation on UK Export Finance (UKEF)'s anti-bribery and corruption policy. Many of Mark’s recommendations were specifically accepted by the UK Government .

Mark has lived and practised in the Czech Republic (Prague), England (London), Germany (Düsseldorf and Frankfurt) and Russia (Moscow).

Mark holds graduate and post-graduate degrees with honors from the London School of Economics.

Sullivan & Worcester UK LLP

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Awards & Recognition TFR: “Best Law Firm in Trade Finance”

Trade & Forfaiting Review (TFR) named Sullivan & Worcester "Best Law Firm in Trade Finance" in its 2014, 2015 and 2016 TFR Excellence Awards.

Global Trade Review: "Best Trade Finance Law Firm"

Global Trade Review (GTR) named Sullivan & Worcester "Best Trade Finance Law Firm" in the GTR Leaders in Trade Awards 2016 and 2015.

Sullivan & Worcester also advised on two ‘Deal of the Year Awards’ in the GTR Leaders in Trade Awards 2016.

The Legal 500 UK, 2017

Sullivan & Worcester is ranked in Tier 1 for Trade Finance by The Legal 500 UK, 2017.

Partners Geoffrey Wynne, Simon Cook and Mark Norris are listed as Leading Lawyers for Trade Finance by The Legal 500 UK, 2017.

Sullivan & Worcester is also ranked for Commercial Litigation by The Legal 500 UK, 2017. The Legal 500 UK’s all new UK “Hall of Fame”

Geoffrey Wynne has been recognised as the only UK lawyer included in the Trade Finance section of the Legal 500’s all new UK “Hall of Fame.”

TFR Fellowship Award 2017

Trade & Forfaiting Review (TFR) honoured Geoffrey Wynne with the TFR Fellowship Award in its 2017 TFR Excellence Awards.

Chambers UK, 2018

Chambers UK, 2018 ranks Sullivan & Worcester in its Commodities: Trade Finance (UK-wide) listing.

Partners Geoffrey Wynne and Simon Cook are Ranked Lawyers in Tier 1 and Tier 2 respectively by Chambers UK, 2018.

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Breakfast seminar dates for 2019

Thursday 28 February

Thursday 21 March

Thursday 25 April

Thursday 23 May

Thursday 20 June

Thursday 18 July

NO DATE IN AUGUST

Thursday 19 September

Thursday 17 October

Thursday 28 November

Thursday 19 December

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www.sandw.com

Offices

Boston Sullivan & Worcester LLP One Post Office Square Boston, MA 02109 Tel: 617 338 2800 Fax: 617 338 2880

London Sullivan & Worcester UK LLP Tower 42 25 Old Broad Street London EC2N 1HQ Tel: +44 (0)20 7448 1000 Fax: +44 (0)20 7900 3472

New York Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: 212 660 3000 Fax: 212 660 3001

Washington, D.C. Sullivan & Worcester LLP 1666 K Street, NW Washington, DC 20006 Tel: 202 775 1200 Fax: 202 293 2275

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© 2019 Sullivan & Worcester

Sullivan & Worcester is the collective trade name for an international legal practice. Sullivan & Worcester UK LLP is a limited liability partnership registered in England and Wales under number OC381549

and is a practice of registered and foreign lawyers and English solicitors. Sullivan & Worcester UK LLP is authorised and regulated by the Solicitors Regulation Authority (“SRA”). The term partner is used to

refer to a member of Sullivan & Worcester UK LLP. A list of the names of all the partners is available for inspection at our registered office, Tower 42, 25 Old Broad Street, London, EC2N 1HQ. Please see

sandw.com for Legal Notices, including further information on our professional obligations.

This presentation is not designed to provide legal or other advice and you should not take, or refrain from taking, action based on its content. We are providing information to you on the basis you agree to

keep it confidential. If you give us confidential information but do not instruct or retain us, we may act for another client on any matter to which that confidential information may be relevant.

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