Risk Advisory Services

 

Contract Risk Services – Royalties, Vendors, Channel

Establishing and implementing a process of regular assessment and monitoring of contractual partnerships is essential to control costs, manage risks, and contribute to the value derived from these arrangements. Risk-based monitoring of these relationships can be very complex and time consuming, often requiring access to subject matter expertise, as well as commitment to regular monitoring of the contractual relationships. Inadequate attention results in process inefficiency, control breakdowns, and incremental costs associated with “patchwork” arrangements. Due to continuing efforts to establish adequate governance structures and maintain transparency, companies realize that these relationships play a critical role to their internal controls and risk framework.

Market Insights

 

Following are some of the factors impacting the level of risk exposure in contractual arrangements:

  • Significant increase of patents, copyrights, and trademarks and the subsequent licensing of the Intellectual Property (IP)
  • Increasing focus of Procurement Sourcing departments to maximize cost savings and enhance business relationships
  • Outsourcing of non-core core processes (e.g. contract manufacturing, distribution of product, etc.)
  • Growing number of franchise businesses and business affiliations (joint ventures and partnerships)
  • Increasing trend toward globalization
  • SOX and other regulatory requirements

Types of Projects

 

SOAProjects provides license compliance, contract management, royalty inspections, channel compliance, fraud investigation, FCPA compliance and litigation support services to a broad spectrum of clients for start-up companies to billion dollar corporations.

• Contract Portfolio Review

• Asset Valuation

• Licensing Strategy

• IP Life-cycle Analysis

• IP Usage Tracking & Reporting

• IP Detection Tools

• Royalty Tracking

• Risk Based Audit Selection

• Customer Risk Heat-map

• Compliance Health Chart

• Compliance Bench-marking

• Fraud Investigation

• FCPA Compliance

• Litigation Support

• Contract Audits

• Software Asset Management (SAM)

• Distribution/Channel Audits

• Supply Chain Audits

• Co-Development Audits

• Co-Promotion Audits

• CRO Audits

• Vendor Audits

• Royalty Audits

• One Touch Reviews

• Desktop Reviews

• Operational Audit

• Performance Audits

• End User Audits

Supply Chain Advisory Services


Every organization has dealings with vendors and service providers. In our experience, nearly all organizations can realize a benefit from Supply Chain Optimization and Vendor Compliance. Some of the areas we can help are vendor rationalization, consolidation and optimization, vendor contract compliance, streamlining supply-chain and vendor management processes, demand planning, logistics and assisting in establishing best practices for more effective cost control.

Some vendor contracts have self-reporting elements within them; such as time and material, cost+, or special pricing clauses incorporated in the contract. With such self-reporting elements, “trust” must be placed in the accuracy of the vendor’s analysis of the usage for billing. Our experience shows that such vendor billing is rarely accurate when self-reporting elements are involved. The main cause for this is not intentional fraud, but rather a breakdown in the vendor’s own internal billing processes or confusion surrounding the contract terms. Organizations can see significant savings per year by embracing vendor compliance practices. SOAProjects can provide:

 

  • Logistics and Demand Planning
  • Review and analysis of vendor contracts
  • Vendor rationalization and consolidation
  • Procurement and supply chain process review and optimization
  • Supply chain compliance – Transparency Act (California SB 657), Conflict Minerals (Dodd-Frank), and other
  • Vendor compliance audits and recovery of over-payments:
    • Time & material arrangements (e.g. Professional Services, IT Outsourcing, Ad Agency)
    • Cost+ and Contract Manufacturing arrangements
    • Special pricing arrangements (e.g. MFC/MFN Clauses)
    • Performance against service level agreements and demand for credits due

Intellectual Property (IP) Advisory Services


Protecting an organization’s intellectual property (IP) is critical to its success. We help clients deal with the myriad of challenges and complexities of successful intellectual property management. We combine financial, competitive and industry information with our in-depth understanding of intellectual property value to provide litigation support and damages quantification as well as intellectual property valuation, royalty compliance, licensing, and technology and intellectual property management and commercialization. Our experts also assist our clients with resolving a wide range of brand integrity issues through strategic brand protection, counterfeit and IP investigations.

 

Litigation Support and Damages Analysis

From discovery to settlement, we work with clients involved in court cases, arbitration tribunals and administrative hearings to develop the strongest possible litigation strategy. Our experts analyze financial records, develop damages claims, critique opposition expert reports, assist with witness preparation, perform analyses, and provide expert witness testimony.

  • Patent infringement
  • Trademark infringement
  • Trade secret misappropriation
  • Copyright infringement
  • False advertising
  • Unfair competition

 

Technology & Intellectual Property Management

We provide IP litigation, tax planning and technology-transfer expertise that helps improve innovation, manage knowledge and forge superior licensing agreements, enabling clients to maximize the value of their IP assets. Our team is engaged in the entire technology and intellectual asset life cycle, from internal development to external development.

 

Intangible Asset Valuation

We help clients accurately value intangible assets, including patents, trademarks, copyrights and trade secrets. We employ a wide range of accounting, tax, purchase and sales models. The services we offer include:

  • Purchase price allocations
  • Sale, disposition and transaction support
  • Restructuring and liquidation
  • Accounting and tax regulations
  • Support for disputes involving IP and other intangible assets

Software Asset Management (SAM)

 

For Software and Hardware Providers
Understanding and reconciling what a customer has purchased from you historically, what the customer currently has deployed, and to what extent such deployments are actually being utilized (if relevant), is basic customer intelligence information for sales and compliance teams.

Regardless of whether a sale transaction is based on a compliance issue or on an incremental customer need, the sale is enabled by having complete and accurate information. Customer satisfaction is also directly related to the quality of information upon which any discussions are taking place, whether during the sale process or part of the ongoing relationship. In competitive situations as well, having better information about the customer can make all of the difference.

 

  • Purchase History Research and Analytics – M&A Changes, Data Source Consolidation
  • Customer Platform Consolidation
  • Customer Asset Management – Assistance with Tools and Processes
  • Customer Licensing Education
  • Maintenance Renewals Optimization
  • Review and Analysis of Customer Contracts
  • Customer Environment Baselining – Discovery, Inventory, and Reconciliation
  • Customer Software License Compliance Audits

 

For End-user Organizations
End-user organizations are faced with ever-increasing challenges in managing their IT assets. Most organizations are seeing increasing needs to know what IT assets (software or hardware) exist within the organization, where the assets are physically located, how are they configured, who is using them, how they are being used, dependencies with other IT assets, and much more. The above information is needed for multiple purposes, including:

 

  • Cost control
  • Asset protection
  • Optimization and consolidation efforts
  • Software license compliance
  • For operational reasons including support, information security, business continuity, configuration management, and change management, amongst others.

 

We help business take inventory of their software and hardware assets, and help them develop an ongoing plan to track both Software and Hardware, understand software license consumption, and reconcile it with software license entitlement. Specifically, software license contracts are becoming more complex, with more clauses and cases addressing specific structures. Ensuring the enterprise is compliant with their software licensing contracts becomes an intricate balance of technical expertise and legal knowledge.

 

  • SAM / ITAM Program Assessment, Design, and Implementation
  • SAM / ITAM Processes (ISO 19770-1, ITIL)
  • Software ID Tagging (ISO 19770-2) – Strategy, Design, and Implementation
  • Tool Selection and Implementation
  • IBM License Metric Tool (ILMT) Optimization and Data Analysis
  • Software License Entitlement and Contract Management
  • Software Inventory / Discovery
  • Software License Reconciliation
  • Software Contract Optimization

Anti- Corruption Compliance- FCPA & UK Bribery Act

 

Our professionals assist U.S. and multinational clients respond to allegations of non-compliance with the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. Our SMEs address a variety of accounting and compliance issues; design compliance programs and controls, identify relevant records and electronic information; and participate in fact-finding interviews and data analytics.

We work confidentially with minimum disruption to the business to efficiently gather facts, analyze the issues, and prepare reports and presentations that stand up to regulatory and judicial scrutiny.

Fraud Investigations, E-Discovery and Digital Forensics

 

When a discovery request strikes, choosing the right provider often is the difference between an expensive project with many surprises and a strategic response that minimizes costs and risks. Our e-discovery professionals can work as an extension of your team to develop immediate solutions or to establish ongoing best practices that help you secure the best possible results for legal and regulatory matters.  Our methodologies include:

  • Identification, Preservation & Collection — Defensible strategies to forensically collect and analyze data
  • Data Processing — Rapid processing and analysis of data in the early stages of an investigation or litigation
  • Review & Production — Flexible solutions for cost reduction in legal review

 

Our services cover the following:

  • Fraud and complex financial investigations
  • Special investigations
  • Financial statement misstatements
  • Whistleblower allegations
  • Regulatory inquiries
  • Anti-corruption and FCPA/U.K. Bribery Act compliance
  • Independent internal controls and fraud risk assessment
  • Compliance and transaction risk assessments
  • M&A fraud services, Transactional Intelligence
  • Embezzlement and kickbacks
  • Third-party and vendor screening services
  • Intellectual Property theft and brand protection

Data Analytics & Litigation Support Services

 

The complexity of financial systems and globalization of business processes challenge organizations to preserve and analyze transactional data to identify relevant transactions specific to a litigation and to prevent and detect fraud.

We deliver strategic business solutions to clients requiring in-depth analysis of large, disparate sets of financial, operational and transactional data. Our professionals map relationships among various systems and geographies, mine for specific transactions, and uncover patterns that may signal fraudulent activity. The firm relies upon a number of analytical software packages to join disparate datasets into a single repository, perform various analyses upon them, and identify trends, patterns and outliers to detect fraud.

We also perform audits and IT due diligence, often as part of the M&A process. Independent, third-party due-diligence on complex, low-latency, high-frequency, transactional IT environments has become crucial in today’s data-intensive industries.

Financial Institution Compliance and Audit Support

 

SOAProjects provides a wide range of support services to Financial Institutions including banks in areas such as:

  • Internal Audit services
  • Compliance with the BSA/ AML – SAR, FBAR, CMIR, CTR, MIL etc.
  • Compliance with Federal Reserve Board (FRB) Regulations
  • Compliance with the Gramm–Leach–Bliley Act (GLBA)
  • Compliance with the Basel Accord
  • Compliance with Dodd-Frank Wall Street Reform and Consumer Protection Act requirements
  • Collateral Audits

Collateral Audits
SOAProjects provides audit support for bank collaterals in connection with Asset-Based Lending (ABL). This is any kind of lending secured by an asset. ABL lending is common with businesses and large corporations where assets are used as collateral for loans or when a company needing financing becomes unable to raise capital in the normal marketplace or needs more immediate capital for project financing needs. Typically, these loans are tied to accounts receivable, inventory, machinery and equipment and are referred to as “revolving lines of credit”. It is usually accompanied by higher interest rates as the level of risk for the lender is often greater. Many financial service companies now use an asset-based lending package of structured and leveraged financial services.

Regulatory Compliance

 

Conflict Minerals Rule – Dodd Frank Act Section 1502:
On August 22, 2012, the SEC issued a final rule on conflict minerals pursuant to Dodd-Frank Section 1502. The rule describes the assessment and reporting requirements for issuers whose products contain conflict minerals.  These minerals – tin, tantalum, tungsten, gold and derivatives of 3TG – are used in a wide range of products across numerous industries and technologic applications.

SOAProjects can assist our clients meet key dates and deadlines for SEC filers (domestic and foreign issuers) and determine which compliance actions are required. Additionally, SOAProjects can provide the following:

  • Rapid Assessment of the need to respond to Dodd-Frank Section 1502
  • OECD framework compliant Conflict Minerals Program
  • Supply chain due diligence, Reasonable Country of Origin Inquiry and Supplier Questionnaire
  • Product design, Bill of Materials (BOM) and Procurement process review
  • Audit readiness, to identify potential gaps
  • An independent audit of an issuer’s Conflict Minerals Report

H.R. 3204 – Drug Quality and Security Act Title II (Sec.202)
Drug Supply Chain Security Act:
This newly enacted 2013 regulation establishes the requirements to facilitate tracing of prescription drug products through the pharmaceutical supply distribution chain to insure the safety and security against counterfeit drug supplies.  It establishes processes to detail all prior information in the chain in the event of recall events and imposes strict requirements on manufacturers, wholesale distributor, dispenser or re-packager to implement systems safeguarding the sources that are authorized and have processes in place to investigate suspicious products.

SOAProjects extensive experience in Supply Chain Advisory Services uniquely provides our clients with the ability to assess compliance with the new regulations to “Track and Trace” and to thoroughly investigate any suspicious sourcing indicators.

Healthcare Compliance and Audit Support

 

SOAProjects has introduced a full complement of healthcare audit and compliance services to meet the needs of employer groups, insurance companies, healthcare providers and businesses. With the advent of the Affordable Care Act the traditional healthcare landscape has changed. Businesses continue to experience challenges in implementation and interpretation. The subject matter experts at SOAProjects have the ability to assist healthcare business leaders in the following areas:

  • Compliance Risk Assessments & Corrective Action Planning
  • Compliance Effectiveness Survey’s
  • Hospital Compliance Program Design
  • Ambulance Regulatory Compliance Program Design
  • Compliance Audit Planning Development
  • HIPAA Privacy
    • HIPAA Security
    • Red Flags Rule
    • PCI
    • Pharmacy 340b Audits
    • Stark Anti-Kick Back Investigations
    • CMS Compliance
    • ACA implementation
  • Electronic Health Record Pre/Post Implementation Risk Assessments & Audit Planning
  • Departmental Quality Assurance Review preparation
  • Multi Year Audit & Resource Planning Design
  • Recovery Billing Audit Projects
  • Contract Compliance Auditing
  • Health Care Fraud Detection & Independent Investigation Services
  • IT Security Audits & Remediation Projects
  • Health Care Operations Auditing, and Health Care IT Auditing Services

Affordable Care Act (ACA) Compliance

 

With the advent of the Affordable Care Act the traditional healthcare landscape has changed. Businesses continue to experience challenges in implementation and interpretation and there are major impacts felt throughout the industry. Employer groups, 3rd party payers, and healthcare providers can all benefit from the subject matter experts at SOAProjects.

Services designed to directly address the effects of ACA are:

  • Employer group implementation assistance, benefit reviews and needs assessment
  • ACA risk assessment, audit and mitigation support

Benefits planning including wellness programs

Assurance (Audit, AUP & Attest) Services

 

SOAProjects provides a range of assurance services to its clients such as:

  • Audits of Federal Grants and Awards and Government Contracts in accordance with GAO Yellow Book or GAGAS Standards
  • Audits of cost basis for eligible Section 1603 projects
  • Audits of Indirect Cost Rate proposals to the US Department of Defense, Department of Energy etc.
  • Agreed Upon Procedures, Review, Compilation and Other Attest Engagements
  • Audits on Control Environments
  • Other Special Audits in accordance with client provided criteria or in accordance with other international standards