Sarbanes-Oxley revolutionized the auditing profession. Section 404 imposed stringent requirements for disclosure of the state of a company’s internal controls and financial reporting. The company’s independent auditor is...more
Chief compliance officers spend a significant amount of time comparing their compliance programs with other companies’ programs. CCOs often find solace when benchmarking their respective programs against other companies’...more
Tom Fox frequently reminds every one of the importance of documentation to the integrity of a compliance program. A compliance program is only as good as the documents show. This principle is especially critical when a...more
Let’s start with some basics – a public company is required to implement a set of internal controls. A compliance program is a critical part of a company’s internal controls.
A company’s compliance program is only as...more
Chief compliance officers and internal auditors are natural friends and allies. In the corporate governance world, they share many common interests....more
In the compliance arena, like in many others in life, we value simplicity. I have repeatedly stressed the importance of compliance initiatives that are relatively simple. Too often, lawyers and compliance professionals...more
The Justice Department’s FCPA enforcement and remediation focus on supervisory personnel is an interesting development.
On the one hand, DOJ has been slow to bring individual criminal enforcement actions for FCPA...more
People crave simple solutions to complex problems. No, this is not a political statement, nor do I intend to wade into politics. This statement applies across the board – to business, compliance, government, and other...more
Here is a profound grasp of the obvious – Lawyers can be difficult people. Some like to condemn the profession in its entirety (and carry with them a collection of lawyer jokes). As an attorney, I beg to differ. Many...more
An effective compliance program is built on internal coordination and relationships. Applying the Justice Department’s terminology, an effective compliance program is one that is operationalized. At first glance, you may...more
Assuming you made it through Part I of this two-part posting about internal controls, we need to consider a new approach to the design and implementation of internal controls....more
The Justice Department and the Securities and Exchange Commission have dedicated more time and energy to understanding a company’s internal controls and enforcing basic requirements that companies maintain effective internal...more
Some business people are “bad,” meaning they engage in misconduct and either feel no remorse or rationalize why their conduct is acceptable. In a company that embraces bad acting, breaking rules or cutting corners, bad actors...more
The drug and medical device industries have been taking it on the FCPA chin for years. The risk factors in the international marketplace are significant – healthcare professionals are normally government employees; government...more
1/26/2017
/ Books & Records ,
Brazil ,
Bribery ,
C-Suite Executives ,
Compliance ,
Criminal Investigations ,
Customs ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Healthcare ,
Internal Controls ,
Medical Devices ,
Mexico ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Third-Party Risk ,
White Collar Crimes
As we look across the corporate governance landscape and focus on the spikes of corporate scandals, I started to wonder if there was any pattern or trend to the nature of corporate scandals....more
1/25/2017
/ Accounting Fraud ,
Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Corruption ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
General Motors ,
Internal Controls ,
Regulatory Oversight ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Takata ,
VimpelCom ,
Volkswagen ,
Wells Fargo ,
White Collar Crimes
The first FCPA enforcement action for 2017 landed with very little fanfare. The SEC reached a settlement with Mondelez International for $13 million. The facts surround the hiring of an agent in India and the failure of...more
1/17/2017
/ Books & Records ,
Bribery ,
Cadbury ,
Compliance ,
Corruption ,
Due Diligence ,
Enforcement Actions ,
Food Manufacturers ,
Foreign Corrupt Practices Act (FCPA) ,
India ,
Internal Controls ,
Kraft ,
Popular ,
Prosecutorial Discretion ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Third-Party Agents ,
UK ,
White Collar Crimes
No matter how you cut it – this was a big year in FCPA enforcement. Not just because of the large enforcement actions but the scope and depth of enforcement, remediation and compliance program demands....more
1/5/2017
/ Anti-Corruption ,
Compliance ,
Corporate Counsel ,
Corruption ,
Department of Justice (DOJ) ,
Due Diligence ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Controls ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Third-Party Risk ,
White Collar Crimes
My good friend and colleague, Tom Fox, has written an interesting post on the SEC’s recent United Airlines settlement for $2.4 million for domestic bribery. As Tom has noted, the interesting aspect of the SEC’s enforcement...more
12/12/2016
/ Airlines ,
Airports ,
Bribery ,
Code of Conduct ,
Compliance ,
Corruption ,
Enforcement Actions ,
Ethics ,
Internal Controls ,
Personal Benefit ,
Port Authority ,
Public Officials ,
Quid Pro Quo ,
Securities and Exchange Commission (SEC) ,
Transportation Industry ,
United Airlines ,
White Collar Crimes
Last week, the Justice Department and the SEC finally brought to a close the Sons and Daughters or Princelings investigation. Pending investigations against four other companies still remain to be resolved....more
11/23/2016
/ Banking Sector ,
Banks ,
Cease and Desist Orders ,
China ,
Compliance ,
Corporate Counsel ,
Data Privacy ,
Department of Justice (DOJ) ,
Disgorgement ,
Due Diligence ,
Enforcement Actions ,
Federal Reserve ,
Financial Institutions ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Government Officials ,
Hiring & Firing ,
Internal Controls ,
JPMorgan Chase ,
Non-Prosecution Agreements ,
Securities and Exchange Commission (SEC) ,
Sons And Daughters
The Embraer FCPA settlement action contains a number of important lessons learned and compliance reminders. In several significant respects, the Embraer case confirms in several areas why proactive compliance programs are...more
11/1/2016
/ Accounting Controls ,
Aircraft ,
Bribery ,
Compliance ,
Corruption ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Embraer ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
India ,
Internal Controls ,
Risk Management ,
Saudi Arabia ,
Securities and Exchange Commission (SEC) ,
Third-Party Risk ,
White Collar Crimes
After years of investigation, disclosures, and press reports, the Embraer FCPA case finally came to a close. Hopefully, we will not see more of these long-term, seemingly endless investigations. The Justice Department and the...more
10/31/2016
/ Aircraft ,
Aircraft Sales ,
Bribery ,
Compliance ,
Corruption ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Embraer ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
India ,
Internal Controls ,
Saudi Arabia ,
Securities and Exchange Commission (SEC) ,
Settlement ,
White Collar Crimes
There are a number of important lessons from the Och-Ziff enforcement action, some of which are related to the private equity and hedge fund industry and some of which apply across all businesses....more
10/13/2016
/ Books & Records ,
Bribery ,
Compliance ,
Corruption ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
Hedge Funds ,
Internal Controls ,
Och-Ziff ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
The Och-Ziff settlement has now set the stage for the Justice Department and the SEC to focus its enforcement eye on the private equity and hedge fund industry. The Och-Ziff action was initiated in response to the SEC’s...more
10/12/2016
/ Books & Records ,
Bribery ,
Compliance ,
Corruption ,
Democratic Republic of Congo ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
Hedge Funds ,
Internal Controls ,
Joint Venture ,
Libya ,
Och-Ziff ,
Popular ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Sovereign Wealth Funds ,
Transaction Monitoring ,
White Collar Crimes
The Justice Department and the Securities Exchange Commission delivered a powerful FCPA enforcement message to private equity and hedge funds. Och-Ziff settled with the DOJ and SEC for total penalties of $412 million....more
10/10/2016
/ Africa ,
Books & Records ,
Bribery ,
Compliance ,
Corporate Counsel ,
Corruption ,
Criminal Conspiracy ,
Criminal Prosecution ,
Deferred Prosecution Agreements ,
Democratic Republic of Congo ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
Hedge Funds ,
Internal Controls ,
Investment ,
Libya ,
Och-Ziff ,
Popular ,
Private Equity ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Sovereign Wealth Funds ,
White Collar Crimes
This second part of the series will take a look at the last phase in the lifecycle of third-party business relationship and that is contract termination. This is a phase a lot of times overlooked....more