Boards and audit committees often require independent counsel to review whistleblower allegations, accounting irregularities, and potential FCPA violations. Our work includes scoping, conducting witness interviews, compiling factual findings, and advising on remediation and self-reporting, grounded in the regulator-side perspective that these investigations demand.
What the work actually is
Internal investigations require three things at once, developing the facts, managing the timing of when those facts are shared with regulators and other constituencies, and producing a record that holds up to outside scrutiny later. The underlying facts are rarely the hardest part of an internal investigation. The harder work is judgment: how to sequence the review (disclosure timing, witness order, the scope of document collection), how to protect privilege while keeping the findings credible, how to read the audiences who will later scrutinize the work (the board, the auditors, the SEC or DOJ), and when to recommend remediation or self-reporting. Christina brings that judgment, and her personal attention, to every engagement.
Regulators, auditors, plaintiffs' counsel, and the board will each read the same report differently. An investigation that ignores any one of those audiences during the work produces a document that does not survive the first hard question.
When boards engage outside counsel
The firm's role in those engagements is to develop the record, advise on disclosure questions, and produce the report, not to advocate for any party. The engagement letter sets that scope expressly, and the engagement is structured to make independence visible to the regulators and auditors who will later review it.
Subject matter
Accounting and revenue-recognition issues, FCPA red flags, anonymous tips, whistleblower complaints, trading by insiders, related-party transactions, or conflicts of interest at the senior level may require an independent internal investigation. The firm coordinates with audit firms, with the SEC's relevant division, and with DOJ where parallel exposure exists.
Section 10A of the Exchange Act, which requires auditors to report certain illegal acts to management, the audit committee, and ultimately the SEC if not adequately addressed, drives much of the timing in accounting matters. Item 4.02 of Form 8-K, requiring disclosure when previously issued financial statements cannot be relied upon, is the public end of that chain.
Working with the firm on this matter
- 01
Mandate
Engagement letter defines scope, audience, and independence.
- 02
Develop
Document preservation, custodial collection, Upjohn-warned interviews.
- 03
Report
Written findings to the engaging committee; privilege custody preserved.
- 04
Disclose
Coordinated disclosure to regulators, auditors, or markets as appropriate.
Privilege and work product
The deliverable is typically a written report to the engaging committee, with separately preserved interview memoranda and document collections. Privilege is maintained through Upjohn warnings, careful scoping of the engagement, and disciplined custody of work product.
When the report is later shared with regulators, whether under a Wells process, an SEC cooperation framework, or DOJ's Filip factors, the scope of any privilege waiver is negotiated explicitly, in writing, before disclosure. There is no inadvertent waiver in well-run investigations.