This course is designed as a participative workshop. A hypothetical case study will lay out the factual background to facilitate the discussion. A fictional company has found a potential export violation and must make some immediate decisions to ensure its compliance with the regulations. The course provides an opportunity to analyze and dissect the procedures that the company follows. Highlights of what the course will cover include:
- Analysis and discussion of a Hypothetical Corporate ITAR violation
- What you do immediately and how to prevent an ongoing violation
- Should (or how will) the DDTC be notified?
- Preparation of the Draft Preliminary Disclosure
- Development of the Investigative Workplan
- Development of the Correction Action Plan
- Preparation of the Follow Up Disclosure Report
- Settlement Strategies and Consent Agreements
- Long Term Compliance Strategies
- How to develop an Internal Audit Plan through Industry Best Practices
This participative discussion and the intensive analysis of the case study will result in the identification of best practices that will assist participants in developing and improving their own internal compliance audit strategies and procedures.
ITAR Compliance and Audits Course Curriculum
ITAR compliance is a business imperative for companies in the defense industry. Companies increasingly are subject to significant penalties, including consent decrees mandating outside compliance monitors.
This course offers a practical approach to identifying and dealing with instances of possible noncompliance with the ITAR, and to improving audit and compliance processes to correct deficiencies and minimize the risk of future violations. The course will use a hypothetical scenario as the basis for a discussion ot ITAR compliance and audits. Each participant will work with a case study hypothetical. The hypothetical will provide the background facts about a fictional company and several potential export violations, as well as copies of the company’s export compliance procedures.
The course will start with a discussion of how to react to the hypothetical:
- Is there an ongoing violation that must be stopped?
- If so, how will it be stopped?
- Should (or how will) the Directorate of Defense Trade Controls (DDTC) be notified?
- How will the issue be coordinated with senior management?
- How will the issue be explained to middlemanagers and line employees?
- Will customers or subcontractors be affected?
After these issues are discussed, participants will outline the basics of a preliminary voluntary disclosure letter that would be sent to the DDTC. The instructors will then distribute and explain a best practices disclosure letter based on the facts in the hypothetical.
Once the initial disclosure letter has been filed with the DDTC, the discussion will continue with a focus on the conduct of an investigation and preparation of a report. The report is a follow-up to the initial disclosure report:
- Who should be involved?
- How should the investigation be structured?
- How should any interim requests for information from DDTC be treated?
- What sorts of process improvements and corrective action should be implemented?
- How should potential penalties be explained to senior management?
Participants will then outline the basics of a followup disclosure letter that would be sent to DDTC. The instructors will distribute and explain a best practices follow-up disclosure letter, and then discuss the settlement process.
Much of the course will include participation and discussion about policy enhancements and internal auditing techniques to enhance the ITAR compliance posture. The instructors will facilitate wide-ranging discussions to provide time for all participants to learn from each other.
The Course Faculty
Andrew D. Irwin is of counsel in the Washington office of Steptoe & Johnson LLP, where he is a member of the Litigation and International Departments. He practices at the intersection of government procurement and international regulatory law, focusing primarily on corporate investigations and related compliance counseling. He has a particular background in laws and regulations that relate to government contracting fraud, export controls and sanctions, and foreign corruption. He has conducted investigations in Europe, Asia, and the Middle East (including on the ground in Iraq). Prior to coming to Steptoe, Mr. Irwin spent several years as inside counsel for one of the world’s largest engineering and construction companies.
In the government contracts area, as inside counsel to a major government and international contractor, Mr. Irwin advised senior management, business development, and procurement personnel regarding a full range of contract formation and administration issues involving numerous significant programs for the U.S. Departments of Defense and Energy, as well as the US Agency for International Development. In addition, Mr. Irwin supervised bid protest litigation and was responsible for a number of Freedom of Information Act-related matters. In private practice, Mr. Irwin has also litigated a number of False Claims Act cases and related matters, including those brought by qui tam relators and frequently advises contractors on ethics and compliance issues.
Mr. Irwin also has considerable experience counseling clients in a number of industries regarding their compliance the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR), including developing policies and procedures to prevent and detect violations and preparing license, classification and commodity jurisdiction requests, as well as conducting internal investigations. Mr. Irwin has also counseled clients regarding all major US sanctions regimes administered by the Office of Foreign Assets Control (OFAC). In addition, he frequently assists clients with respect to voluntary disclosure and enforcement matters at the Commerce, State, and Treasury Departments. Mr. Irwin also has extensive Foreign Corrupt Practices Act ("FCPA") experience. He has conducted FCPA due diligence, conducted audits of sales agents, prepared corporate policies and training materials regarding FCPA compliance, and investigated potential FCPA violations in numerous locales, including having conducted dozens of witness interviews.
Mr. Irwin is a frequent speaker and author on government contracts and international compliance topics. He is a member of the Advisory Board of the Government Contractor and been a speaker at the Government Contracts Year in Review Conference. Mr. Irwin graduated with honors from the George Washington University Law School and magna cum laude from Princeton.
Robert D. Vander Lugt Director of Export Controls at Northrop Grumman's Ship Systems Sector • Responsible for export control and technology transfer issues at three shipyard facilities where advanced naval surface combatants are designed and built • Previously, as a lawyer in private practice, he focused on national security regulatory issues, including export controls, sanctions and embargoes, industrial security, government procurement, and public international legal issues • Designed and taught a course in the law of international institutions at the Georgetown University Law Center • Serves as a Naval Reserve Intelligence Officer, currently with the Naval Oceanographic Office • Member of the Council on Foreign Relations • B.A. Summa cum laude, Oral Roberts University; J.D., University of Virginia.