Vendors and Other Third Parties Risk Management. Assignment

Part 1: Consultants
Company A, a U.S. issuer headquartered in Delaware, wants to start doing business in a country that poses high risks of corruption. Company A learns about a potential $50 million contract with the country’s Ministry of Immigration. This is a very attractive opportunity to Company A, both for its profitability and to open the door to future projects with the government. At the suggestion of the company’s senior vice president of international sales (Sales Executive), Company A hires a local businessman who assures them that he has strong ties to political and government leaders in the country and can help them win the contract. Company A enters into a consulting contract with the local businessman (Consultant). The agreement requires the Consultant to use his best efforts to help the company win the business and provides for the Consultant to receive a significant monthly retainer as well as a success fee of 3% of the value of any contract the company wins.
What steps should Company A consider taking before hiring a Consultant?

Part 2: Distributors and Local Partners
Assume the following alternative facts:
Instead of hiring Consultant, Company A retains an often-used local distributor (Distributor) to sell Company A’s products to the Ministry of Immigration. In negotiating the pricing structure, Distributor, which had introduced the project to Company A, claims that the standard discount price to Distributor creates insufficient margin for Distributor to cover warehousing, distribution, installation, marketing, and training costs and requests an additional discount or rebate, or, in the alternative, a contribution to its marketing efforts, either in the form of a lump sum or as a percentage of the total contract. The requested discount/allowance is significantly larger than usual, although there is precedent at Company A for granting this level of discount in unique circumstances. Distributor further advises Company A that the Ministry’s procurement officials responsible for awarding the contract have expressed a strong preference for including a particular local company (Local Partner) in the transaction as a subcontractor of Company A to perform installation, training, and other services that would normally have been performed by Distributor or Company A. According to the Distributor, the Ministry has a solid working relationship with Local Partner, and it would cause less disruption for Local Partner to perform most of the on-site work at the Ministry. One of the principals (Principal 1) of the Local Partner is an official in another government ministry.
What additional compliance considerations do these alternative facts raise?

Assume the following alternative facts:
At the suggestion of the company’s senior vice president of international sales (Sales Executive), Company A hires a local businessman who assures them that he has strong ties to political and government leaders in the country and can help them win the contract. Company A enters into a consulting contract with the local businessman (Consultant). The agreement requires the Consultant to use his best efforts to help the company win the business and provides for the Consultant to receive a significant monthly retainer as well as a success fee of 3% of the value of any contract the company wins.
What steps should Company A consider taking before hiring a Consultant?