Conducting Effective Internal Investigations and the Board's Role

Overview

In your capacity as corporate director, chances are good that you will be faced with the daunting task of initiating and overseeing an internal investigation. Traditional internal investigations are usually limited to issues of fraud, financial crime, harassment, or other violations of law; however, companies today also are investigating allegations of toxic workplace culture. In response, board members are using internal investigations as a valuable tool to investigate claims and address allegations of all sorts of misconduct within the companies they serve. Identifying qualified resources and administering sound investigative approaches are critical to the success of any investigation, but where should board members concentrate their efforts? In this one-hour presentation, you will develop an understanding of the board’s role and responsibilities, effective internal investigative strategies and techniques, common schemes perpetrated against businesses, as well as the importance of data analytics, the forensic interview, and documenting the results of your investigation.

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$40 Registration Fee
$60 Non-Member Registration Fee

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Panelists

Joe Poluka is a defense attorney with extensive experience in representing clients in the investigation and defense of a wide variety of criminal, civil, and regulatory matters, including complex fraud related to securities, financial institutions, healthcare practitioners, employee conduct, political corruption, taxation, and the environment. He conducts internal investigations and advises executives and corporate clients on the financial, reputational, and criminal impact of violations, while helping them mitigate or eliminate such losses.

As a former Assistant U.S. Attorney in the Criminal Division, Eastern District of Pennsylvania, Joe brings a rich prosecutorial experience to his clients. He has received numerous awards for his investigation and prosecution of complex white collar fraud and corruption matters, including bribery, embezzlement, environmental crimes, export (Trading with the Enemy Act), insider trading, and terrorism crimes.

While at the U.S. Attorney's Office, Joe also served as the deputy chief of the Violent Crimes, Terrorism & Immigration Fraud Section, as well as the coordinator of the Anti-Terrorism Advisory Council (“ATAC”), consisting of over 85 local, state, and federal law enforcement agencies that coordinate information sharing and cooperation on terrorism matters. He also was the USA PATRIOT Act spokesperson for the Eastern District.

Joe is a sought-out speaker on anti-terrorism matters and other white collar topics for, among others, the Pennsylvania Association of Criminal Defense Lawyers, the Association of Audit Committee Members, Inc., Temple University, and the American Conference Institute's FDA Boot Camp. He also has appeared on American Law Journal TV, most recently in 2015 on “‘White-Collared’: Is the Department of Justice Targeting Corporate Executives?”

Recently, Joe was retained, on a bipartisan basis, by the Pennsylvania House of Representatives to serve as independent counsel to the Judiciary Committee in connection with House Resolution 659 of 2016, which authorized the Committee to investigate the conduct of Attorney General Kathleen Kane to determine whether she was liable to impeachment for misbehavior in office, which investigation was concluded following her conviction on state criminal charges.

As Managing Director and Co-chair of Mercadien’s Forensic and Litigation Support Services Group, Frank Pina takes pride in providing investigative insight and financial clarity to clients in the midst of business controversy, complex disputes, and civil and criminal litigation.

He is highly regarded in the fields of forensic accounting and fraud investigations and has extensive experience helping individuals, closely-held businesses, emerging growth companies and international corporations across various industries manage risks, execute deals, maintain compliance, and protect their assets.  He relies on this experience when advising clients in the areas of bankruptcy and reorganization, as well as litigation support, including economic damages assessments and other dispute consulting and due diligence services.

Known among some clients and colleagues as the “Rocky Balboa of the Accounting Profession,” Frank’s unique blend of school and street smarts enables him to navigate and overcome the challenging situations he encounters daily on behalf of his clients.  He applies a professional, yet personable, blue-collar approach to uncovering facts and finding innovative solutions to predominantly white-collar business problems. Using this approach, his extensive financial knowledge and notable communication skills, Frank is able to analyze significant amounts of complicated information and break it down into understandable, manageable data points.  This helps clients and their legal counsel prepare for circumstances that may arise and supports objective, persuasive conclusions that lead to favorable outcomes in their cases.

Frank helps clients through a myriad of forensic engagements, involving sophisticated employee dishonesty, false financial reporting, misappropriation of assets, vendor fraud, lost profits analysis, rebate payment evaluations, compliance audits and contract inspections and assessments. He has worked on cases with large international law firms and federal, state and local law enforcement and government agencies, including the U.S. Attorney’s Office, FBI, Secret Service, NJ Attorney General’s Office, NJ Bureau of Securities, and Philadelphia City Controller’s Office, making him a valuable resource to clients in both the public and private sectors.

Frank also works closely with Mercadien’s Financial Institutions Services Group on various Bank Secrecy Act (BSA) Look Back and Anti-Money Laundering (AML) engagements. As evidenced by one of his favorite mottos, “He who fails to plan, plans to fail,” Frank enjoys aiding commercial and community bank clients in developing preemptive measures to prevent, detect and deter fraud.

Frank got his start at a Big Four accounting firm, where he focused on creating investigative strategies, conducting forensic interviews, background searches and document reviews, as well as tracing hidden assets to detect patterns and schemes of fraudulent activity to uncover complex financial crimes. A frequent presenter and author on a variety of topics related to fraud detection, corporate investigations, forensic interviewing, and internal controls, Frank is always willing to share his wealth of knowledge and experience. He believes in and finds time to mentor and help develop the skills and careers of younger professionals.

Yelena Barychev advises management and boards of directors on:

• Corporate governance matters, including executive and director compensation and compliance with NASDAQ and NYSE listing requirements
• Public and private offerings of securities
• Preparation of proxy statements, Forms 10-K, 10-Q, 8-K, and other SEC filings
• Cybersecurity risk management
• Compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act, and the JOBS Act

Yelena is a co-lead of the firm’s Environmental, Social and Governance (“ESG”) team. She works with directors and management to provide guidance on ESG strategies, reporting, and disclosure.

She writes and speaks frequently on securities compliance and ESG matters, most recently:

• “Creating a Sustainable Corporation for the Long Term: A Guide to Effectively Implementing ESG Initiatives for Boards,” Board Leadership (September 14, 2022)
• “How the SEC’s Climate Disclosure Plan Raises the Bar for Boards,” Corporate Secretary (June 8, 2022)
• Panelist, “Cybersecurity Governance—The New Normal,” Society for Corporate Governance Middle Atlantic Chapter 2022 Spring Conference (May 12, 2022)
• Panelist, “A Perfect Storm for Directors: More Risk with Less Protection,” NACD PSW/USC Marshall Corporate Directors Symposium (March 24, 2022)

Yelena's practice also focuses on advising clients on mergers and acquisitions, compliance with the Hart-Scott-Rodino Antitrust Improvements Act, as well as contract drafting and negotiations. She also counsels nonprofit organizations.

Yelena represents clients in a broad range of industries, including life sciences, information technology, manufacturing, and financial services companies.

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