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​ 

December 5, 2025
One morning, a California-based company mapping its Southeast Asia rollout opened an unexpected cease-and-desist letter from a Vietnamese IP firm. To the company’s surprise, the letter asserted that a local client already owned the company’s brand in Vietnam and threatened legal action. This is not an isolated incident. In another recent matter in the sports industry, a squatter demanded at least USD 48,000 from our client to “resolve” a similar conflict. For brands entering Vietnam or expanding distribution there, these tactics can create acute risk at precisely the point at which market momentum is building. Vietnam’s rapid economic growth and deepening integration into global trade have made it an increasingly attractive destination for multinational brands. Those same dynamics have intensified a longstanding issue: trademark squatting. Vietnam has modernized its IP framework over the past decade, but its strict first-to-file trademark system continues to incentivize opportunistic filings by parties with no legitimate interest in a mark. As more foreign brands build their reputation abroad before turning to Vietnam, squatters remain alert to timing gaps and enforcement frictions. The First-to-File System: Advantages and Vulnerabilities Vietnam adheres closely to the first-to-file principle under its Law on Intellectual Property. In practice, exclusive trademark rights belong to whoever submits the earliest valid application to the Vietnam Intellectual Property Office, regardless of prior use in Vietnam. This approach offers administrative clarity and reduces evidentiary burdens compared to use-based jurisdictions. Yet it also creates fertile conditions for squatting. Bad-faith actors regularly monitor foreign markets, identify brands gaining traction, and move quickly to register those marks domestically, often long before the genuine owner enters the market or prioritizes local filings. By the time the true brand seeks protection, the squatter’s application (or registration) stands as a legal obstacle, pushing businesses toward costly oppositions, cancellations, or uncomfortable negotiations
December 3, 2025
Recent high-profile corporate fraud and accounting scandals have brought increased scrutiny to governance, compliance, and enforcement practices in Thailand, highlighting the legal and practical challenges facing companies operating in the country. As regulators and law enforcement authorities sharpen their focus on financial misconduct, cybercrime, and corruption, businesses must navigate a complex and evolving investigative landscape. Tilleke & Gibbins’ investigations and compliance team examines these issues in the Thailand chapter of The Practitioner’s Guide to Global Investigations – Tenth Edition, published by Global Investigations Review (GIR). The chapter provides a detailed overview of Thailand’s legal framework for corporate investigations, offering practical guidance for companies and counsel responding to regulatory and criminal scrutiny. The Thailand chapter covers key topics including corporate criminal liability, enforcement priorities, internal investigations, data protection considerations, dawn raids, whistleblowing, cyber-related investigations, and cross-border cooperation. It also addresses emerging issues such as cybersecurity enforcement, economic sanctions compliance, and anticipated developments affecting investigations in Thailand. The chapter is authored by John Frangos, Chitchai Punsan, Alongkorn Tongmee, Michael Ramirez, Piyawat Vitooraporn, and Michelle McLeod. The Thailand chapter is available as a PDF below, and the full guide can be accessed on the GIR website.
December 3, 2025
Attorneys from Tilleke & Gibbins’ Bangkok office have contributed the Thailand chapter to Litigation 2026, published by Chambers and Partners. Litigation 2026 provides an overview of litigation procedures and practices across numerous jurisdictions. The guide is a key reference for businesses, in-house counsel, and legal professionals seeking to understand and compare litigation frameworks around the world. The Thailand chapter delivers analysis of 14 core areas of litigation, including: General characteristics of the legal system and court structure Litigation funding options and requirements Procedures for initiating lawsuits and pre-trial steps Discovery processes and injunctive relief Trial procedures and rules on evidence Settlement mechanisms and enforcement Damages and judgment considerations Appeal processes and cost issues Alternative dispute resolution and arbitration Developments and future outlook for dispute resolution in Thailand Each section offers practical guidance on navigating Thailand’s litigation landscape, providing useful context for international businesses and legal practitioners involved in dispute resolution matters. Chambers and Partners’ Global Practice Guides deliver expert commentary on key practice areas across jurisdictions, allowing readers to compare legislation, procedures, and practical considerations relevant to business operations. The Thailand chapter can be downloaded through the button below, and the full Litigation 2026 guide is available free of charge on the Chambers and Partners website.
December 3, 2025
Thailand’s Civil Court has issued a regulation targeting the use of artificial intelligence (AI) in the preparation of pleadings and other documents submitted to the court. Effective November 17, 2025, the regulation aligns with September 2025 guidance from the president of the Supreme Court, and aims to safeguard accuracy, transparency, and public confidence in civil adjudication. The regulation applies to all parties submitting pleadings or any documents to the Civil Court that are prepared using AI tools or contain AI-generated content. It subjects AI used for these purposes to strict requirements on verification, disclosure, and accountability. Core Obligations The regulation imposes four principal obligations: Lawyers who use AI remain subject to duties of honesty, responsibility to the court, professional standards, and legal ethics, including the duty to assess the appropriateness of the AI tool for the work. Parties and lawyers must verify the accuracy and completeness of all facts, legal provisions, and citations in AI-generated content before submission. Parties and lawyers must disclose to the court any AI-generated content by clearly marking the beginning and end of the AI-generated portion with prescribed statements (see below). Additionally, a certification confirming the use of AI must be provided at the end of the pleading or document, stating that AI was used for certain portions and that the party has reviewed and certifies the accuracy of factual and legal content. Parties and lawyers bear the same full legal and ethical responsibility for AI-generated content as they do for personally authored documents; they cannot evade responsibility or avoid liability by citing AI-related errors. Likewise, parties must ensure that any AI-generated content is truthful, accurate, and unbiased. Prescribed Disclosure Language Each instance of AI-generated content must be preceded by the statement “[The following content was prepared using artificial intelligence]” and must end with “[End