www.pwc.com
ACC Northeast
Corporate Counsel Institute
Legal and Finance: Teaming
to Mitigate Contract
Compliance Risk
October 8, 2015
Meet the panel
Name
Role
Gregg Pilotte
Moderator
Director
PwC – Forensic Services
Mark Sullivan
Corporate Legal Panelist
Vice President, General Counsel and
Secretary
Bose Corporation
Eileen Wynne
Corporate Finance Panelist
Vice President and Chief Accounting Officer
Analog Devices, Inc.
David Daly
Contract Compliance Panelist
Partner
PwC – Forensic Services
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Discussion overview
Risks and threats exist across the various contractual
arrangements with 3rd parties. Without proper due
diligence and contract compliance efforts these risks can
have a direct impact on an organization’s
brand/reputation, operations, and financial position.
The panel consisting of corporate legal, corporate finance,
and contract compliance specialists will discuss the types
of risks that may arise across certain types of contractual
arrangements. The panel will provide practical advice on
how to mitigate risks and maximize value from a legal and
financial perspective.
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A focused view on types of organizational
contracts that require functional coordination to
minimize risk and maximize business objectives
Licensing (Inbound
& Outbound)
Supplier/Vendor
• Patent or other technology
• Trademark/brand
• Contract mftg.
• Operational processes
• Professional services
Customer/Sales
Channel Partner
3
• Distributor
• Reseller
• Value-Added Reseller
4
• Research & Develop.
• Marketing
• Manufacturing
Joint Venture
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Contract governance and compliance can mitigate global
threats and risks across arrangements with 3rd parties…
Contract
Governance
Financial
Operational
Reputational/Brand
Regulatory
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Reputational/brand risk
Business Condition
Risk mitigation techniques
• Contract manufacturing
• Cross functional business partner
operations
• Quality control
• Use of brand and trademark
• Business conducted in foreign
territories
• Inbound/outbound IP licensing
due diligence
• Third party background checks
(entities and individuals)
• Surveillance – self reporting and
site checks
• Customer/territory approvals
• Approval of territories and
customers
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Financial risk
Business Condition
Risk mitigation techniques
• Third party reporting
• Audits and surveillance
• Audit and access rights – books
• Delegation of authority
and records
• Price protection, rebates, and
other allowances
• Returns and allowances
• Most favored customer pricing
• Financial provisions
• Pursuit & capture teams
• Cross functional review of nonstandard terms and conditions
• Portfolio risk assessments
• Effective communications
• Data analytics and trending
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Operational & Regulatory
Business situations
Risk mitigation techniques
• Expansion into foreign markets
• Third party due diligence
with high incident rates
• Supply chain disruption
• Data privacy and security
• Third party representations and
certifications
• Mitigating terms and conditions
• Product and environmental
regulations
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Questions?
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Legal and Finance: Teaming to Mitigate Contract Compliance Risk
Panel Biographies
Gregg Pilotte
Director
PwC – Forensic Services
gregg.s.pilotte@pwc.com
Gregg has over 10 years of experience assisting companies in preventing, responding, and remediating issues that arise from regulatory,
legal, and contract matters across industries including technology, industrial products, entertainment and media, retail and consumer,
and healthcare. He provides Corporate Counsel and Law Firms litigation/dispute and investigative support with financial accounting
and regulatory matters. Gregg specializes in contract compliance exams with regards to financial and audit provisions. In addition, he
assists companies with compliance matters pertaining to federal procurement including grants, contracts, and other agreements.
Mark Sullivan
Vice President, General Counsel and Secretary
Bose Corporation
Mark began his career at Bose in 1981 with a focus on tax and legal matters. Today, Mark oversees the Corporate Legal department at
Bose as well as the Intellectual Property group. Other groups that report to Mark include real estate, insurance, licensing and lobbying.
Bose is a privately held company with annual sales in excess of $3.5 billion. Bose has achieved international acclaim for its products
ranging from home entertainment systems and Wave® products to automotive sound systems, public venues and audio headphones.
Bose has over twenty (20) subsidiaries and approximately 15,000 employees worldwide. Bose has manufacturing facilities in Mexico,
and Malaysia.
Mark began his career at Bose in 1981 with a focus on tax and legal matters. Today, Mark oversees the Corporate Legal department at
Bose as well as the Intellectual Property group. Other groups that report to Mark include real estate, insurance, licensing and lobbying.
Prior to joining Bose, Mark was employed in Public Accounting at Arthur Andersen & Company where he earned his CPA certificate.
Mark is currently a member of The Board of Trustees at Suffolk University in Boston.
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Legal and Finance: Teaming to Mitigate Contract Compliance Risk
Panel Biographies
Eileen Wynne
Vice President and Chief Accounting Officer
Analog Devices, Inc.
Eileen Wynne is Vice President and Chief Accounting Officer (CAO) of Analog Devices. In this role, Ms. Wynne reports to the chief
financial officer and has responsibility for the Company’s global accounting operations, including regulatory reporting, accounting and
transaction processing, internal control, financial management planning and reporting, and internal audit. Ms. Wynne joined ADI in 1999
and has over 25 years of experience in various positions in private and public accounting, including audit manager for the global audit,
tax, and advisory firm Grant Thornton.
David Daly
Partner
PwC – Forensic Services
david.daly@pwc.com
David brings over 28 years of public and 4 years of private accounting experience to his clients. David is a subject matter specialist in the
PwC Licensing Management and Contract Compliance practice. Having worked in both the music industry and as a forensic accountant,
David has earned the respect of his clients and peers for his unique perspective and years of experience. David’s teams test that licensees
have paid his clients the fees or royalties due to them and determines licensees’ compliance with other financial or specific provisions of
the relevant agreements. In addition, he renders expert witness testimony on such topics as accounting and contract-related issues.
David has successfully completed engagements for clients in many diverse industries, including publishing, entertainment, advertising,
international business, healthcare, real estate, insurance and construction. He is certified in Financial Forensics (“CFF”) by the American
Institute of Certified Public Accountants (“AICPA”) and earned the Certified Fraud Examiner (“CFE”) designation from the Association of
Certified Fraud Examiners. David is a member of the AICPA and the New York State Society of Certified Public Accountants
(“NYSSCPAs”), for which he sits on the NYSSCPAs Professional Ethics Committee.
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