Michael R. Silvermanhas practiced extensively in the anti-corruption and good governance area for more than 30 years. Michael undertakes anti-corruption investigations and due diligence reviews around the globe and advises companies on their integrity and ethics policies and programs, including in connection with matters before US regulatory authorities, the World Bank, Asian Development Bank and African Development Bank.
Immediately prior to joining Hughes Hubbard & Reed, Michael was the first integrity compliance officer (ICO) for the World Bank Group (WBG). He was the principal draftsman of the WBG's Integrity Compliance Guidelines. As ICO, he was responsible for assessing and monitoring integrity compliance by "conditionally" debarred parties—by the end of his tenure there were more than 100—and deciding whether any compliance condition required for "release" from a WBG debarment had been satisfied.
He currently represents several of the largest Chinese state-owned global infrastructure contractors in connection with their establishment and implementation of integrity compliance programs that meet World Bank and other international standards, as well as other international companies including a major European multinational in a sanctions settlement. In connection with these and other representations, he has conducted targeted AB-C investigations of overseas projects; has provided ongoing advice, drafting and training regarding compliance policies and procedures; and has reported on investigations and compliance to several multilateral development banks.
Michael has also advised multinational companies on the Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws and regulations outside the projects realm; has conducted due diligence on allegations of misconduct; has coordinated investigations, including organizing the discovery effort for a major US company under a Department of Justice (DOJ) investigation; and has drafted or advised on integrity codes of conduct.
Throughout his career, he also has concentrated on representing companies, international institutions, sovereigns and others in structuring and negotiating international investment and project finance transactions, particularly energy and other infrastructure projects.
He has held several positions at the International Finance Corporation (IFC), the World Bank's Guarantees Unit and the Multilateral Investment Guarantee Agency (MIGA)—the three so-called private sector arms of the WBG. While at IFC/WBG/MIGA he worked on more than 20 investment projects, mostly in the infrastructure sector. In addition, he participated in several major investigations of World Bank Group projects, including quite a few involving European and Asian companies and state-owned enterprises.
Earlier in his career, while in private practice at major international law firms, he advised financial institutions, multinationals and other clients on complex project financings, debt restructurings, privatizations and foreign investments, including in connection with some of the earliest joint ventures in China and the first privatizations in Central and Eastern Europe. More recently, he represented investors, lenders and guarantors on several major investment projects in Africa, and in Brazil, Russia, India, China and South Africa (BRICS). He has also assisted clients in a variety of international arbitration matters.
Highlighted Pro Bono and Other Professional Activities
Member, B20 Integrity and Compliance Taskforce, Argentina 2018
Member, B20 Cross-thematic Group Responsible Business Conduct and Anti-Corruption, Germany 2017; Member, B20 Financing Growth & Infrastructure Taskforce, Germany 2017
Member, B20 Anti-Corruption Taskforce, China 2016; Member, B20 Infrastructure Taskforce, China 2016
Panelist or moderator at a number of anti-corruption, compliance and enforcement conferences over the last several years, including most recently:
Delegate to Seminar on Strengthening International Cooperation for Clean Belt and Road, September 19-20, 2017, held at the Diao Yu State Guesthouse, Beijing, PRC, organized by the Chinese Government (CCDI was lead organizer) and the World Bank (INT lead); was co-moderator of Session 2, “Business Compliance and the Private Sector,” a half-day session with 9 senior speakers from major Chinese and other multinational enterprises and organizations
Organizer and presenter at “Trends and Developments in International Anti-Corruption and Anti-Fraud Enforcement,” Anti-Corruption and Integrity Compliance Seminar, Beijing, China, September 22, 2017
Panelist/speaker at other conferences including those hosted by the International Anti-Corruption Academy/United Nations Office on Drugs and Crime (UNODC), The World Bank, American Conference Institute's FCPA conference, ABA Section of International Law, IBC Legal Conferences and other private organizations
Pro bono Adviser and Contributor, Anti-Corruption Ethics and Compliance Handbook for Business, published by the OECD, United Nations, and The World Bank, 2013, a compliance handbook that illustrates best practice anti-corruption compliance principles (including case studies), with a comparison of 7 major international sets of principles, rules, and guidance instruments (including e.g. the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance; the World Bank Group Integrity Compliance Guidelines; the Transparency International Business Principles for Countering Bribery; and others)
Pro bono representation of the Green Climate Fund in connection with its initial resource mobilization and relevant policies and contractual arrangements
2013 – 2014 Capital Pro Bono High Honor Roll, sponsored by the District of Columbia Court of Appeals and the Superior Court of the District of Columbia
Highlighted Anti-Corruption and Integrity Compliance Matters
Successful representation of a major Chinese state-owned construction company operating globally in connection with the negotiated resolution of a sanctions investigation by the African Development Bank; assisted the company in negotiating a settlement, adopting and implementing a comprehensive compliance program that meets the AfDB Integrity Compliance Guidelines, and reporting on its obligations thereunder to the AfDB and a Compliance Consultant, resulting in an “early release” from debarment (the first of its kind for AfDB and one of the first by any MDB)
Successful representation of a second globally-ranked Chinese infrastructure company in connection with contested sanctions proceedings by The World Bank, including argument before the Sanctions Board, resulting in no debarment of the company (Sanctions Board Decision No. 88 (Sanctions Case No. 372) issued on June 29, 2016)
Current representation of several large Chinese state-owned overseas contractors in designing and implementing compliance programs under negotiated settlement agreements with the African Development Bank
Current representation of a Chinese engineering company in connection with an investigation by the Asian Development Bank related to alleged bidding fraud
Current representation of an established European multinational in a World Bank sanctions matter including negotiation of a settlement agreement, and advice and assistance to it and its debarred subsidiary in connection with the adoption and implementation of a compliance program that meets the World Bank Group Integrity Compliance Guidelines
Represented a leading Asian trading company in a sanctions investigation by a multilateral development bank involving alleged bribery in connection with an energy project in Africa
Represented an Indian company in the investigation and successful conclusion of a sanctions matter by The World Bank
Acted as an independent expert in reviewing an Indian company’s compliance program in connection with an Indian Government regulatory review
Represented a politically exposed person and family members in successful refutation of allegations of theft of public assets by the Stolen Asset Recovery Initiative, a joint venture of the World Bank and UNODC
Representation of several multinational companies on discrete aspects of their anti-corruption and compliance programs, including the drafting and implementation of anti-corruption and ethics compliance programs
Represented Northrop on FCPA due diligence matters and, subsequent to secondment, on a major DOJ FCPA investigation
Highlighted Project Finance, Privatization and Other International Matters
Represented the IFC, the African Development Bank Group, export credit agencies and commercial lenders on the Bujagali Hydropower Project in Uganda, lead lawyer for the financing stage of the transaction
Represented the IFC in connection with its investment in a gas-fired power plant under Brazil’s Priority Program for Thermoelectricity
Advised the Inter-American Development Bank and commercial lenders on the Cana Brava Hydroelectric Power Project, the first limited recourse project financing by foreign institutions in Brazil
Advised the Hungarian and Ukrainian governments regarding foreign investment, privatization and related laws, and in the sale of several state-owned enterprises
Represented buyers of state-owned entities in the Czech Republic, Slovakia, Ukraine and Kazakhstan
Represented the IFC's advisory unit in its role as privatization adviser to the State Property Fund of Ukraine, implementing four privatization transactions in Ukraine and Kazakhstan, including Ukraine’s largest urea and ammonia producer
Participated in several large mergers and acquisitions, including Firestone-Bridgestone and Seibu Saison’s acquisition of InterContinental Hotels
Represented multinationals, including Northrop, Westinghouse, Levi Strauss, Swissair, Computer Sciences Corp., InterContinental Hotels and Cummins Engine on foreign investment transactions
Represented sovereigns/sovereign entities on foreign investment and other matters, including: CITIC Group Corp. on joint ventures in China; the government of Sudan on debt rescheduling; Jamaica on its interests in bauxite and alumina; and the Dominican Republic on promoting direct investment and trade
Negotiated licensing and distribution agreements for Harman Industries
Seconded as firm partner to Northrop Corp. for 20 months with responsibility for offset and countertrade activities and related due diligence, reporting to the general counsel and senior management
Coordinated an international law firm’s caseload before the Iran-US Claims Tribunal (15 large cases) and served on the US Plaintiffs' National Steering Committee
Handled more than 10 International Criminal Court, American Arbitration Association and Iran-US Claims Tribunal Cases
Selected World Bank Group Representative Matters
Prepared/negotiated more than 10 contracts of guarantee for foreign investors against political (and commercial) risk for investments in MIGA member countries, e.g., China, Laos, Kenya, Uganda
Helped structure, negotiate and document more than 10 World Bank/multi-institutional project financings, including:
Bujagali II Hydroelectric Project, Uganda (2007 Africa Power Deal of the Year
West African Gas Pipeline Project
Nam Theun 2 Hydroelectric Project, Laos (2005 PFI Asia Pacific Power Deal of the Year
Uganda Electricity Distribution Concessio
Romania Electricity Distribution Privatization
Kenya-Uganda Joint Railways Concessio
Suez water projects in China
Represented IFC on various aspects of more than 10 IFC/multi-institutional power projects including in China, Russia, Kenya, Kazakhstan, Tajikistan and Turkey