Walter G. Ricciardi, Partner, Litigation Department, New York Office
Paul, Weiss, Rifkind, Wharton & Garrison LLP

I. Introduction of the speakers.

II. What triggers internal investigations? Whistle blowers, accounting errors or irregularities, news
  media, internal auditors, outside auditors, regulators.

III. Who should perform an internal investigation? Internal auditors, internal counsel, the company's
  regular outside counsel, "independent" counsel -- the role of forensic assistance.

IV. Who should supervise the investigation? Internal audit, management, the board, the audit
  committee, a special committee of the board.

V. What is a reasonable scope? Time period, document custodians, document collection, interviews.

VI. What is the role of the independent auditors in connection with an internal investigation? Section
  10A added by the PSLRA, the concept of "shadowing" the internal investigation by the auditors.

VII. How do you resolve the tension between performing an internal investigation and maintaining
  privilege? The doctrine of selective waiver, the regulator's viewpoint -- are waivers of
  privilege rewarded by regulators?

VIII. Are written reports a best practice or required? What are the implications of written reports versus
  oral reports?

IX. What are the implications for the new SEC cooperation policy? How will such factors as
  assistance provided by the individual, importance of the underlying matter, interest in holding
  the individual accountable, and profile of the individual be balanced?

X. What are the implications for the new SEC cooperation tools? Cooperation agreements, deferred
  prosecution agreements, and non-prosecution agreements.

XI. What special issues are raised in international internal investigations? Privacy rules, state
  secrets, regulatory cooperation.

XII. What types of remedial recommendations flow from the conclusion of an internal investigation?
  Personnel action -- what standard should be applied? Internal control enhancements --
  the importance of follow up.



Kristin Rivera, Partner
PricewaterhouseCoopers

- Step 1: Make a preliminary assessment regarding who in the organization may have been involved
  or have knowledge of the alleged misconduct.
- Step 2: Consider the quality of preliminary information provided
- Step 3: Assess possible quantitative and qualitative materiality
- Step 4: Consider specialized expertise
- Step 5: Consider logistical matters such as timing, location of work and required language skills
- Step 6: Consider the perspective of other constituents such as external auditors, regulators etc.
- Step 7: Based on all the information, perform a cost benefit analysis to determine whether internal
  or external resources are best suited to conduct the investigation.



Debra Baker, Principal, Forensic & Dispute Services
Deloitte Financial Services LLP

- Unanticipated costs that arise during an investigation and how to control
- Working effectively with external auditors (shadow investigations)
- Common issues encountered during internal investigations



Jordan A. Thomas, Assistant Chief Litigation Counsel, Division of Enforcement--Trial Unit
U.S. Securities and Exchange Commission

** Speaker Talking Points to be added soon.. **