You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

February 17, 2017

Conducting a Corporate Internal Investigation

Bangkok Post, Corporate Counsellor Column

Illegal or unethical conduct can occur in any workplace, whether by employees or management.

Employees might steal money or trade secrets. Management may allow a bribe to be paid to secure a lucrative contract or use accounting trickery to make finances appear more attractive. There are countless ways that a company and its staff can commit misdeeds.

If an organization suspects that something is amiss, one of the first steps it should take is to investigate to determine the facts. Based on these facts, management can decide how to respond.

The investigation may exonerate an employee, or it may reveal a deep-rooted problem within the company that requires immediate attention and action. Investigations can also excise any wrongful conduct from the company, allowing it to weed out the bad apples, promote good organizational culture, limit legal liabilities, and protect the company’s reputation.

Another benefit of conducting an internal investigation is to help the company prepare for any potential governmental action. An organization would be far better equipped to deal with inquiring regulators if the truth of the matter is already known. It’s better for a company to find out something damaging first, instead of being told by a government regulator. In most cases, the company will be able to prevent or reduce its exposure.

The main drawback to investigations is that they are time-consuming and often expensive. A company considering an investigation may be under significant time constraints or lack necessary expertise. To help ease the resource burden, a company should begin each investigation with a carefully drafted plan.

When preparing the plan, a key issue to consider is the nature of the wrongdoing. The more serious the offense, the more extensive the investigation. Stealing a coworker’s lunch from the refrigerator should not warrant a full investigation. But something more onerous—such as bribery or fraud—almost always warrants a full investigation.

Another important planning issue is the investigation’s scope. Will the investigation look to turn over every rock from the last decade? Or will the scope be narrow, extending only to a particular action by a specific employee?

The investigation’s scope will also depend on the wrongdoing. For bribery and fraud cases that may have occurred over longer periods of time, the scope would be more extensive than one-off instances of employee misconduct. In many cases, an investigation’s scope may naturally widen as the search for facts proceeds.

Companies must also consider who will be assigned as the investigator. Ideally, the investigator should be viewed as someone who is independent and impartial; certainly, he or she should not be someone who reports to the person being investigated.

External counsel can be a good choice, especially in cases involving legal violations. External parties can examine a company objectively and will not be hampered by internal politics.  Outside lawyers usually work in tandem with a company’s in-house counsel to gain insights on the organization’s operations for an investigation.

Another critical aspect to planning the investigation is identifying the witnesses to be interviewed and gathering relevant evidence. This aspect is an ongoing process. As more facts are uncovered, more witness names often appear. Investigators will have to meticulously compile and study all forms of evidence.

The investigator should carefully document each step of the investigation process to create a permanent record of what is being discovered, how the information is being uncovered, and who is revealing what. The end result is compiled into a detailed written report, which can then be used as evidence to discipline an employee, build a legal case, make disclosures to shareholders, or address company systemic shortcomings, among other things.

A central component of the investigation is the witness interviews, which should be done after all relevant documents have been compiled and thoroughly reviewed. Without preparation, the interviews will be ineffective. Just as important as the interview is the written interview report. Often, memories are not reliable, so the reports serve as the written record of each interview. And when the interview reports are examined in conjunction with each other, the facts often become clearer.

Part of the art of witness interviews involves understanding cultural nuances. This is especially important in cross-border investigations, where an overseas parent company (or law firm) investigates conduct in a Thai subsidiary, for example. The foreign entity will likely not understand issues unique to Thailand, such as Thai labor and employment laws, privacy matters, and of course language. Understanding Thai culture and how to communicate and question employees will also yield much more effective interview results. For these reasons, it is always recommended that local experts assist foreign parties when conducting cross-border investigations.

Investigations are a critical component of how a company uncovers wrongdoing. They can not only help eliminate wrongful behavior, but also show employees that the organization takes misconduct seriously. What is more, with an investigation a company can show the public at large that it will resolutely and earnestly address allegations of misconduct. This can help the organization distance itself from the bad act. More importantly, investigations encourage a culture of transparency and accountability, which not only limits liability but is ultimately beneficial for a business’s long-term reputation and success.

RELATED INSIGHTS​ 

June 25, 2025
In Thailand, in-court business rehabilitation is a legal proceeding that enhances a debtor’s chance to restructure business operations for corporate debtors who are unable to repay their debts. The purpose of this proceeding is to allow the debtor to continue operating the business and generate income to repay creditors. The amounts that creditors receive in the rehabilitation proceeding are greater than the amounts creditors would receive if the debtor went bankrupt. The law is not designed to allow debtors or creditors to use the business rehabilitation process in bad faith for their benefit or to defraud another party. Accordingly, the Business Rehabilitation Law, which is included in the Thai Bankruptcy Act B.E. 2483 (1940), provides criminal liability for actions taken before or during the process. This article addresses the key points regarding criminal liability for safeguarding debtors and creditors in business rehabilitation proceedings from any parties who act in bad faith. Criminal Liability in Business Rehabilitation The following provisions establish the framework for criminal liability in business rehabilitation cases, ensuring that all parties act with integrity throughout the process. The Bankruptcy Act of Thailand B.E. 2483 (1940) provides the relevant provisions regarding the business rehabilitation process. Additionally, if a company debtor or its authorized directors are found to have committed fraud or malfeasance under the Bankruptcy Act, they can also be held criminally liable under the Penal Code or related criminal statutes. The rehabilitation process aims to help a business recover financially under the supervision of the court. When the court approves the rehabilitation plan, the court appoints a business rehabilitation plan administrator to manage and implement the process. However, if it is discovered that the debtor, its executives, or even the plan administrator engaged in illegal activities prior to or during the rehabilitation process—such as tax evasion, embezzlement,
June 16, 2025
Thailand has amended its primary anticorruption law to provide robust new protections and direct assistance to whistleblowers. The Organic Act on Anti-Corruption (No. 2) B.E. 2568 (2025) was published in the Government Gazette on June 5, 2025, and came into force the following day. The amendment introduces a clear framework for safeguarding and supporting individuals who report graft. The amendment addresses a critical gap in the previous legislation by establishing formal mechanisms to protect and assist those who come forward with information. The key changes aim to shield whistleblowers from retaliatory legal and disciplinary actions, thereby encouraging more citizens to participate in exposing corruption without fear of reprisal. Key updates to the law are discussed below. Whistleblower Immunity The amendment clarifies and strengthens legal immunity by revising section 132 of Thailand’s original anticorruption law from 2018. Under the revised section, individuals who provide good-faith statements, information, evidence, or opinions to the National Anti-Corruption Commission (NACC) regarding offenses under its jurisdiction will be protected from civil, criminal, and disciplinary liability. This protection is explicitly extended to individuals who provide information to other state agencies tasked by the NACC to investigate corruption, such as the Public Sector Anti-Corruption Commission or the whistleblower’s own supervisors. Protection and Assistance A new section added to the law establishes a clear and swift process for activating protections. When the NACC learns that a whistleblower is facing legal complaints, criminal charges, or disciplinary action due to their report, the commission must review the matter and decide on providing protection within 15 days. If the NACC determines that the whistleblower acted in good faith, its office is required to provide immediate assistance. Legal and Financial Support Another newly introduced section outlines a wide range of assistance measures the NACC office can provide in civil and criminal cases
June 13, 2025
In today’s digital age, cyberattacks have become a real threat to organizations worldwide. These attacks can range from phishing and malware to ransomware and distributed denial of service (DDoS) attacks. As the frequency and sophistication of these attacks increase, so does the importance of cybersecurity compliance. In the corporate world, compliance refers to the process of ensuring that a company and its employees adhere to all relevant laws, regulations, standards, and ethical practices—but it should not stop there. Compliance should also encompass asset recovery and disciplinary measures, which can both help organizations address incidents effectively and promote good governance. Cyberattacks are malicious attempts to access or damage a computer system or network, often carried out for financial gain, for political activism, or simply to cause disruption. For instance, a successful attack might involve an attacker creating an email address that closely resembles a legitimate one, perhaps by changing only one or two characters. That email address is then inserted into an existing conversation thread, making it appear as if the user with this email address was already part of the discussion. This tactic can easily deceive a recipient into believing the email was sent from a trusted source, thereby leading them to click on malicious links, provide sensitive information, or even make payments in accordance with the attacker’s request or instructions. Phishing attacks like these are particularly dangerous and can have a serious impact on the ongoing business of a corporation because they exploit the trust and familiarity established in the original email chain. Effective Mitigation Approaches Mechanisms for addressing the aftermath of a crisis provide important recourse to affected organizations, but effective compliance mechanisms can minimize the risk of such crises ever occurring. Companies should therefore prioritize preventative measures and implementation of effective crisis management schemes. Various legal
June 11, 2025
Thailand’s tax dispute resolution framework has undergone a significant transformation with the enactment of the Act Establishing the Tax Court and the Procedure for Tax Cases (No. 3) B.E. 2568. Published in the Government Gazette on May 27, 2025, the amended act will come into force on November 24, 2025, which is 180 days after its publication. The amended act marks a pivotal shift in the jurisdiction and procedures of the Tax Court, most notably by empowering it to adjudicate certain criminal tax cases for the first time. Background and Rationale The Tax Court was originally established in 1985 as a specialized forum to handle complex tax disputes, including those related to revenue, customs, and excise taxes. The creation of the Tax Court recognized the need for judicial expertise in tax law, given its technical and specialized nature. The latest amendment is designed to address procedural inefficiencies, modernize court processes, and align Thailand’s tax litigation system with international standards. The reform demonstrates Thailand’s commitment to enhancing the efficiency, transparency, and fairness of its tax dispute resolution mechanisms. Key Amendments and Provisions Six of the key changes in the amendment are highlighted below. Expansion of jurisdiction to criminal tax cases. The most significant change is the extension of the Tax Court’s jurisdiction to include criminal offenses under the Revenue Code, customs law, excise tax law, and other tax-related laws that may be specified by royal decree. New sections in the act explicitly grant the Tax Court authority to hear and decide criminal tax cases, so individuals and entities accused of criminal tax evasion or other tax-related crimes will now have their cases heard by judges with specialized tax expertise. The law also clarifies the Tax Court’s jurisdiction when a single act constitutes multiple offenses (some tax-related, some not) or when