Brooke Rodgers, J.D - Marshall-Wythe School of Law
Steinman & Rodgers LLP
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Managing Partner and Founding Member, Steinman & Rodgers LLP
An interview with Brooke Rodgers, Managing Partner, Steinman & Rodgers LLP
In our special interview on America’s Leading Lawyer with BROOKE RODGERS, Managing Partner and Founding Member at Steinman & Rodgers LLP, Executive Global takes an exclusive look behind the operation of one of Washington D.C.’s leading firms specialising in compliance and investigations pertaining to the U.S. Foreign Corrupt Practices Act. We gain a fundamental insight into the world of anti-corruption and regulatory compliance for business, as we profile one of America’s leading law firms providing critical FCPA advisory services to multinationals, foreign governments, Fortune 500, 250, and 100 companies.
Brooke Rodgers CV
Marshall-Wythe School of Law
2007 First secondment in multinational Fortune 500 company.
2008 Set up a defense liaison office in a highly corrupt jurisdiction via a creative and corruption-free transaction.
2009 Established Steinman & Rodgers LLP
2010 Worked to increase compliance in clients’ operations and deals on the ground on five continents.
2011 Supported a client through one of the year’s most anticipated IPOs.
2014 S&R supported a multinational manufacturer to secure an FCPA declination from the Department of Justice.
2014-2015 Supported two clients through major public acquisitions and then was retained by the acquiring entities.
Named Female Powerbroker by Law360, 2014.
Highly Commended for Best Regulatory Lawyer of the Year at the Women in Compliance Awards, London 2015.
Named U.S. Regulatory Lawyer of the Year, Acquisition Finance Magazine, 2015 and 2016.
S&R named Best International Anti-Corruption Law Firm, Acquisition International Legal Awards, 2016.
America's Leading Lawyer
EG: What are some of the typical challenges American companies face in complying with their U.S. Foreign Corrupt Practices Act (FCPA) obligations?
Brooke Rodgers: Corporate law and compliance departments face increasing demands to do more with less. The challenge of resources is one of the reasons we established a boutique law firm. Our focus on a single area of law and our highly competitive rate structure help our clients maximize limited budgets and augment their compliance resources.
EG: Your client base ranges from major defence and aerospace companies, insurance companies, manufacturing, consumer electronics firms, energy developers and food and beverage producers, to IT service providers, non-profit organisations, investment advisors and educational institutions. Why is it important for such a broad range of industries to call upon your firm in the implementation of effective FCPA policies?
BR: Anyone doing business overseas faces corruption risk, but not everyone’s risk is the same. Exposure can depend on industry, customer-base, products, volume, location and myriad other factors. S&R clients, across industries, rely on us to realistically quantify their individual risk then design and implement bespoke solutions to address that risk.
EG: How difficult can the process be when designing lawful compensation structures in restrictive jurisdictions where large multinational organisations are concerned?
BR: Many jurisdictions regulate the use of intermediaries, including restricting the nature and amount of compensation. Violating these rules can lead to contract rescission, financial penalties and blacklisting. In addition, local rules are not static – changes in local laws can dramatically affect how a multinational works with its intermediaries. It is therefore essential, although challenging and both time- and resource-intensive, for multinationals to understand the rules of the road. We help our clients remain abreast of the latest developments and modify relationships as necessary. With the support of our network of foreign counsel, we provide practical, easy-to-understand advice on how to navigate complex local laws and structure compliant relationships with intermediaries.
EG: Describe how your experience working on secondment for multinational corporations and alongside in-house counsel, has deepened your insight into compliance matters?
BR: Firm lawyers must never forget that their clients – in-house counsel – work every day among business personnel who require straight-forward and easy-to-follow advice. Outside counsel should not simply expound on the law only to then leave in-house counsel with the burden of translating it into practical steps and plain language for business personnel. Effective outside counsel must learn to communicate with stakeholders up and down the corporate ladder and across the entire range of business functions. Working on secondment and liaising with clients’ legal teams, audit committees, boards of directors, executives as well as other business stakeholders has given me a deep understanding for the value of efficient, practical advice. These experiences taught me that the best and most valuable legal advice takes account of all the relevant constituencies in a company. Straightforward, nimble and creative legal advice, expressed in plain language, not only ensures buy-in from corporate stakeholders, it helps people and companies to increase compliance while doing more business.
Implementing Effective Structures
EG: In some high profile cases, Siemens AG and Marubeni Corporation for instance, settlements were mischaracterised from a legal perspective in major FCPA investigations, with the former being fined $450 million. If you had the opportunity, what effective FCPA-compliant structures would you have implemented to help these companies meet their legal obligations?
BR: Without addressing the specific circumstances in those cases, there are three hallmarks of effective compliance programs. First, implement an FCPA compliance program that addresses your company’s particular exposure to corruption risks. Second, make your policies and procedures easy to understand. Third, practice what you preach. There’s a great deal of talk about tone at the top, but preaching corporate ethics while simultaneously tolerating improper conduct to get business undermines the message and ultimately gets companies into trouble.
EG: What advantages would you say your vast experience and knowledge working internationally across West Africa, Asia, and Europe may present to your clients?
BR: As an anti-corruption expert, I go where the risks are. We’ve spent a significant amount of time on the ground in Asia, the Middle East and Africa conducting investigations, rolling out compliance programs and doing training. Spending long stretches of time on the ground helps us to understand culture, contextualize risks and create effective ways for clients to navigate them.
EG: You have been a very successful attorney, named Female Powerbroker by Law360 in April 2014, and as Acquisition Finance Magazine's Regulatory Lawyer of the Year, for two years in a row in 2015 and 2016. What factors have contributed to your success?
BR: Success is a combination of preparation, hard work and serendipity. Many times, the key is being prepared to accept serendipity when it presents itself. Being open to new types of clients and ready to travel any distance, willing to explore creative billing arrangements, working with local counsel to create tailored solutions and establishing my own firm when the opportunity arose have allowed me to make my own reality.
EG: You obtained your J.D. in law from the renowned William & Mary Law School. How would you say that your rigorous legal training and academic success have prepared you to emerge as one of America’s leaders in FCPA law?
BR: It’s a special place to become a lawyer – founded by George Wythe, an early abolitionist, civic leader and advocate for equality and justice, who signed the Declaration of Independence, and whose principles still permeate W&M. They admit students who are unafraid to face difficult challenges, unwilling to shy away from real problems, and through hands-on legal training coupled with a broad focus on civic responsibility and leadership, incubate those tendencies to create “citizen lawyers.” Corruption is, of course, a pervasive international blight and exacerbates other global social and humanitarian problems, including terrorism, human trafficking, shadow economies and oppression. W&M prepared me to see the connections and invent creative solutions to day-to-day issues that underlay the broader problem.
Better people make better lawyers. Increase productivity by avoiding the pitfall of diminishing returns.
Always think about the big picture, even when work requires focus on the details. Clients have instant needs, and they always also have broader goals. Strategize to satisfy both.
Less corruption means greater market integrity and increased access. Therefore, committing to reducing corruption opens the door to increased profitability.
The FCPA Compliance Expert
Brooke Rodgers is a founding member, majority owner, and Managing Partner of Steinman & Rodgers. With nearly a decade of experience, Ms. Rodgers is recognized as a leading expert on the FCPA and anti-corruption matters in the defense and aerospace industry. Clients seek her guidance to develop and implement effective compliance strategies in challenging jurisdictions and circumstances.
Ms. Rodgers guides her clients through the delicate balance of legal requirements and business needs. She offers comprehensive, customized solutions to address risks by coordinating directly with clients’ legal teams, audit committees, boards of directors, executives, and other business stakeholders.
She has extensive experience designing, implementing, and testing compliance programs in organizations of all sizes. Ms. Rodgers regularly assists with the establishment, maintenance, and upgrade of clients’ due diligence policies and procedures. She works extensively with our local counsel network on foreign legal issues and developing strategies to overcome the cultural challenges inherent in transnational operations. Ms. Rodgers regularly conducts anti-corruption training for marketing personnel and overseas intermediaries.
Award-Winning FCPA Compliance Attorney
EG: Tell us more about your Local Counsel Network, and how your connections may benefit clients with cross-border legal matters?
BR: S&R maintains a robust network of local counsel throughout the world that we have hand-picked to assist our clients with local law issues. These firms are among the top anti-corruption and business law practitioners in their respective countries, and in most cases, we have worked with them for many years. Our ability to work directly with local counsel can reduce the need for clients to vet and maintain separate relationships with multiple firms or to coordinate joint work between our attorneys and those in other firms. This helps clients to control costs, streamline communications and save time.
EG: Scholars argue that the FCPA may discourage firms from investing in overseas markets. What typical measures need to be implemented to ensure that companies wanting to meet their FCPA obligations do not lose out on overseas markets and revenue?
BR: I’ve never bought into the argument that FCPA compliance has a significant negative impact on the pursuit of international business. Time and again, I’ve seen clients that are dedicated to ethical business practices prevail over competition that was willing to pay bribes, simply because our client’s product was better and they demonstrated dedication to customer service. With that said, the best way to ensure that the FCPA does not impede business is to design and implement a compliance program that reflects the company’s resources and risk tolerance. FCPA compliance procedures should be straightforward and easy to understand by all the company’s stakeholders. Unduly burdensome procedures, or those that require a law degree to decipher, stifle creativity and can be a drag on business.
EG: As an award-winning attorney with almost 10 years of experience in the anti-corruption field, what would you say are typically identifiable characteristics that you share with other highly successful attorneys, which ultimately lead to your continued dominance in this field?
BR: I never forget that law is a service profession. This means treating my clients’ issues as if they were my own, providing clear and practical advice, being responsive and zealously representing their interests. But, like all successful attorneys, I don’t do it alone – I work with an amazing team of anti-corruption specialists at S&R, all with the same commitmentto solving issues and making it possible for our clients to succeed doing business ethically every day.
Brooke Rodgers is the Managing Partner and Founding Member of Steinman & Rodgers LLP, a boutique law firm in Washington, D.C. specializing in international anti-corruption law. Steinman & Rodgers is recognized as a leading firm in the area of anti-corruption compliance. Our attorneys have assisted U.S. and multinational corporations to meet their obligations under the FCPA, the UK Bribery Act and the ever-growing list of international
anti-corruption conventions, including the OECD Anti-Bribery Convention and the U.N. Convention Against Corruption.
To find out more information about Steinman & Rodgers LLP, please visit http://www.steinmanrodgers.com