Ernest Brod, managing director, left, with Alvarez & Marsal and Brian Meyer, general counsel, right, with Fir Tree Partners.

General counsel today feel a growing pressure to conduct due diligence on every potential business partner of the company, said Brian Meyer, GC of Fir Tree Partners for 13 years.

For New York City-based Fir Tree, a private investment firm that manages assets for institutional and private investors, for example, that's a lot of due diligence. Meyer said Fir Tree begins with its own preliminary searches, often looking at issues related to possible violations of the Foreign Corrupt Practices Act, Meyer said. The search, however, eventually encompasses labor and human rights issues as well as environmental concerns or possible money laundering or terrorist financing.

For deeper dives, Meyer hires someone like attorney Ernest Brod, a 30-year investigative veteran who is managing director with Alvarez & Marsal's disputes and investigations team.

“We are seeing more and more requests for due diligence on potential business partners of every kind,” Brod said in a recent interview. “And not just in the high-risk countries that make people nervous.”

Meyer said Fir Tree focuses on two aspects of the FCPA: one is the sovereign wealth funds that it manages, which are government instrumentalities. These funds' employees are considered foreign officials under the language of the FCPA, and relationships with foreign officials must be scrutinized. The second aspect is as an investor, perhaps seeking a controlling interest in another company.

If the target “is a minerals company, we might take a different view than if it's a coffee shop,” Meyer explained. “You look at the nature of the industry, and the corruption climate in the countries where the business is located.”

If it's a high-corruption company or climate, or both, “then that's where you do a deep dive,” he said. A few years ago, he said the company was looking to partner in a joint venture in Mexico, and after an initial look, it hired Brod to do the deep dive.  “The deep-dive confirmed that there were no red flags, which allowed us to go ahead with the deal,” he said.

Brod explained that there are different levels of intensity for due diligence investigations, and Fir Tree and the investigator mutually decide how deep to go.

“We always start with a very broad public record review, going into blogs and message boards and social networks,” Brod explained. “There's even an artificial intelligence software tool that lets us go below the surface of the web and into blogs and message boards that are not indexed or are hard to find, including on the dark web.”

Searches include obvious lists, such as of U.S.-sanctioned countries or individuals and various regulatory records that might not show up online.

“If we want more, then it's boots on the ground,” he said. “We do field interviews with people who have worked with or for these companies, or sued these companies.” Such personal interviews might reveal hints of impropriety that won't show up in court or agency records, he added.

Brod recalled the worst situation he encountered a few years ago in a country in Asia, where he found a jailed head of state still “pulling the strings” at one company. “Needless to say, the American company [doing the diligence] did not go forward with that relationship,” he said.

Meyer said for his company such findings are rare. “When we hire someone to investigate, we are usually pretty comfortable that it is confirmatory of what we think we've already found in our own search,” he said.

“It would be very unusual to be surprised by the results,” he added. But for Meyer and other GCs, better to be surprised before a deal, than after it's completed.

Correction: This story has been updated from an earlier version to correct a quote in the seventh paragraph. The quote has been corrected from an earlier version to read: “The deep-dive confirmed that there were no red flags, which allowed us to go ahead with the deal,” he said.