Legal advice required - Corporate type law.
Discussion
I worked for a client recently as an independent consultant. My services to that client have now concluded (amicably I might add) but I got a phonecall last night from the internal investigation department of my Client's End Client. This is a major multinational company with a reputation for following up legal matters quite vigorously.
He told me that they (the end client) are investigating some impropriety in a bidding process which my Client was undertaking for his company (the end client).
Make sense so far?
Obviously, I have nothing to be concerned about as I carry out my contracts with the highest level of confidentiality and propriety. However, this guy wants to talk to me soon about my involvement on the project. He was unclear about his terms of reference but did seek to reassure me that he was not concerned about 'me' or my Company's involvement in the bidding process.
I am a Director and shareholder of my own Ltd co and I carry out consultancy services on a day rate basis. I do see confidential material on a regular basis but obviously treat it in accordance with my contract and with respect. My reputation is priceless in this small industry. But my company is a small concern and dealing with the big boys in this way is quite scary.
So in short. Should I talk to this guy? Should I have someone with me? Should I record or minute the conversation? Should I involve the Client I was working for? etc, etc?
I really don't know how to treat this. Like I say I have nothing to fear but life treats you to bitter lessons whereby helping and being honest can sometimes cause you much pain!
Any ideas or recommendations?
He told me that they (the end client) are investigating some impropriety in a bidding process which my Client was undertaking for his company (the end client).
Make sense so far?
Obviously, I have nothing to be concerned about as I carry out my contracts with the highest level of confidentiality and propriety. However, this guy wants to talk to me soon about my involvement on the project. He was unclear about his terms of reference but did seek to reassure me that he was not concerned about 'me' or my Company's involvement in the bidding process.
I am a Director and shareholder of my own Ltd co and I carry out consultancy services on a day rate basis. I do see confidential material on a regular basis but obviously treat it in accordance with my contract and with respect. My reputation is priceless in this small industry. But my company is a small concern and dealing with the big boys in this way is quite scary.
So in short. Should I talk to this guy? Should I have someone with me? Should I record or minute the conversation? Should I involve the Client I was working for? etc, etc?
I really don't know how to treat this. Like I say I have nothing to fear but life treats you to bitter lessons whereby helping and being honest can sometimes cause you much pain!
Any ideas or recommendations?
OK, just look at the pros and cons *for you*.
If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
JustinP1 said:
OK, just look at the pros and cons *for you*.
If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
That's good because that rings true with my gut feeling. The risk as well is that I am tarnished with a "he wouldn't talk therefore he must have something to hide" tag, which could extent across up to three major companies involved in this enterprise.If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
Hmmm.
So, I think the thing to do is to talk to my Client about this at the highest level which I have access to and ask how they would like me to proceed in accordance with the established good faith we have between our organisations?
kinda puts you beween a rock and a hard place!
If you talk to the end client you should be very careful not to be seen to breach your confidentiality with the middle man.
Eather way your reputation and or future prospects could be at risk.
If you do talk to them I would deffinately record it or have a suitable witness.
If you talk to the end client you should be very careful not to be seen to breach your confidentiality with the middle man.
Eather way your reputation and or future prospects could be at risk.
If you do talk to them I would deffinately record it or have a suitable witness.
I would go along with Justin as ever..
You can dig a much bigger hole for yourself here if you meet the end client.
I would suggest that they are told that your relationship is strictly with the client.
If there is anything to suggest that the work you were doing with the client was not in accordance then you can simply state you were working to their brief and wishes.
If there was any contraventions going on then either you do know about it or you don't.
If you don't then you would have to refer the end client directly back to your client (with a prewarn to the original client).
However if you are aware of contraventions or malpractice then I would take legal advice.
You can dig a much bigger hole for yourself here if you meet the end client.
I would suggest that they are told that your relationship is strictly with the client.
If there is anything to suggest that the work you were doing with the client was not in accordance then you can simply state you were working to their brief and wishes.
If there was any contraventions going on then either you do know about it or you don't.
If you don't then you would have to refer the end client directly back to your client (with a prewarn to the original client).
However if you are aware of contraventions or malpractice then I would take legal advice.
Edited by mark69sheer on Tuesday 4th March 12:16
Olf said:
JustinP1 said:
OK, just look at the pros and cons *for you*.
If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
That's good because that rings true with my gut feeling. The risk as well is that I am tarnished with a "he wouldn't talk therefore he must have something to hide" tag, which could extent across up to three major companies involved in this enterprise.If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
Hmmm.
So, I think the thing to do is to talk to my Client about this at the highest level which I have access to and ask how they would like me to proceed in accordance with the established good faith we have between our organisations?
That way, you won't be tarnished as the most likely outcome will be that your client will be thankful for the heads up and secondly you will get your arse covered as they will no doubt request that you keep your dealings confidential - which you can in turn tell the end client.
At the end of the day, legally you have as much connection to a client of your client as you do to a random person on the street. You wouldn't tell them the details of your clients dealings, and they shouldn't expect to get the information!
They may have legitimate worries, but they can pursue this through the proper channels. The other thing may be that they might just be sniffing for corporate or market info, for example how much you eventually got paid for example. Either way, its not your issue IMHO, and it would not be good to get involved.
Edited by JustinP1 on Tuesday 4th March 12:34
JustinP1 said:
OK, just look at the pros and cons *for you*.
If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
Agree entirely with what Justinp1 has said. My Company is a little larger, but we deal with all of the Multinational Oil & Gas Co's and Engineering Prime Contractors, sometimes direct, sometimes through other larger contractors. Impropriety is not a daily feature of tendering or bidding but our relationship with our immediate principals is entirely bound by professional confidentiality as we could be working for their principals or their competitors the following month. If you speak to the guy, what have you gained? Nothing.
If you do speak to the guy, then what you say could be used by the end company to sue your client. Not great. Especially when it is eventually obvious the evidence they have to bring the case must have come from you.
There is also the situation that what you say may be taken out of your hands and twisted - all whilst you are trying to remain out of the situation.
My advice would be that you are under contract with your client, and as such it would be professionally inappropriate to discuss your dealing with a third party without their complete consent. I would tell the end client this - although of course they already know it, and are trying to see what they can get away with!
At the end of the day you are being asked to open a big can of worms or which does not benefit your position at all!
You might choose to report the contact made and your polite refusal to respond to your contact at your erstwhile principal. This is appropriate IMO as the contact was made by a 3rd party and you were involved by virtue of your completed professional relationship with your ertswhile client
Did you not have a 'Non-Disclosure' contract in place with your client? If not it is surprising that you had access to your client's confidential information.
Anyway, you should respond that the written permission to be interviewed will need to be obtained from your client and that the cost of the administration to achieve this, if it can be achieved, will be £xxx to be paid in advance to you from the 3rd party making the inquiry.
Anyway, you should respond that the written permission to be interviewed will need to be obtained from your client and that the cost of the administration to achieve this, if it can be achieved, will be £xxx to be paid in advance to you from the 3rd party making the inquiry.
Olf, might it be worth checking with the end client that they're happy for you to tell your client about the phone call? If they're digging around for dirt but trying to keep it quiet from your client then revealing to your client that you've been approached might annoy the end client and potentially tarnish your reputation.
You could give the end client two options:
1.
The end client gives you permission to seek authority from your client before answering any questions directly to them; or
2.
You refuse to speak to the end client.
Just a thought.
You could give the end client two options:
1.
The end client gives you permission to seek authority from your client before answering any questions directly to them; or
2.
You refuse to speak to the end client.
Just a thought.
You have no contractual relationship with your past client's end client. Unless their internal investigation department are acting under some statute or have a court order, you are not obliged to speak to them. Indeed, you may breach your contract with your ex-client if you do.
I would ask for details of the allegation, and the authority under which the investigators are operating.
Bear in mind that there could be "tipping-off" provisions - one reason why you need to know the authority they are working under.
If there are no such provisions, tell the investigators that you will require a release from your ex-client before you will consider speaking to them.
Arrange that your ex-client will pay any costs you incur as a result of the investigation.
If you do end up speaking to the investigators, have a solicitor or record-keeper present. Require all their questions in writing several days before the interview. Ideally, prepare written answers to these and submit them. Sign or initial every page and have them do the same. keep the original and let them take a copy. Refuse additional questions in the interview, especially any that deviate from the content of the written ones (i.e that are opening up new lines of investigation, rather than seeking clarification of your answers ... be VERY careful).
Streaky
I would ask for details of the allegation, and the authority under which the investigators are operating.
Bear in mind that there could be "tipping-off" provisions - one reason why you need to know the authority they are working under.
If there are no such provisions, tell the investigators that you will require a release from your ex-client before you will consider speaking to them.
Arrange that your ex-client will pay any costs you incur as a result of the investigation.
If you do end up speaking to the investigators, have a solicitor or record-keeper present. Require all their questions in writing several days before the interview. Ideally, prepare written answers to these and submit them. Sign or initial every page and have them do the same. keep the original and let them take a copy. Refuse additional questions in the interview, especially any that deviate from the content of the written ones (i.e that are opening up new lines of investigation, rather than seeking clarification of your answers ... be VERY careful).
Streaky
Okay thanks all.
I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
Olf said:
Okay thanks all.
I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
You seem to have missed one vital point. Who is paying you for your time?I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
plasticpig said:
Olf said:
Okay thanks all.
I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
You seem to have missed one vital point. Who is paying you for your time?I have done the following:
Confirmed that the investigation is kosha
Confirmed that my ex-client is a willing participant
Confirmed with my ex-client that I will play my part but only with a representative of my ex-client present and with notes of meeting kept by all parties.
Hopefully job done. I have an interest in keeping on good terms with these people so I would prefer to be helpful but it has to be on my terms. I'll do 30mins for free but if it escalates I'l go for costs and time spent.
I'll post any interesting outcomes.
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