Any organization is usually the sum of its members. However, to begin a non-profit usually takes not only the vision of one person but quite a bit of work as well. Since 2015, the vision and work of John Hanson, aka The Fraud Guy, and a host of others has paid off for the compliance and legal world when the website of the International Association of Independent Corporate Monitors (IAICM) debuted last month. I am a Special Advisor to the IAICM.
The world of corporate monitors and monitorships has not always been a font of transparency. Indeed, as the IAICM home page notes, “The mysteriousness of Corporate Monitoring is enhanced by the difficulty in obtaining information on the topic. A person studying Corporate Monitoring not only must collect information from a wide variety of sources, but may also have great difficulty identifying reliable and relevant sources.” To attempt to alleviate this mystery, provide greater transparency, be a resource center and lead the discussion around issues concerning monitorships; Hansen, the founding Board members and Special Advisors, have created one site dedicated to this topic.
In an interview for Global Investigative Review (GIR), Hanson noted IAICM “will serve as a place where people working on any aspect of a corporate monitorships can come together and discuss potential problems they run into in the course of their duties. We are not sharing confidential information but we are helping each other do that job better. That makes me a better monitor and it that makes others better monitors, so it’s really valuable for that.”
The stated purpose of the organization is “advancing the use and quality of service of those individuals serving or seeking to serve as Monitors. The purposes of IAICM are to promote and improve the professional practice of Corporate Monitoring, to be a recognized thought-leader in the field of Corporate Monitoring, to make available information on Corporate Monitoring to the public, and to provide high quality, relevant information, resources and training to professionals and others practicing in the area of Corporate Monitoring. IAICM’s Code of Professional Conduct is an invaluable resource for standards and best practices for those serving or seeking to serve as a Monitor. Indirectly, the Code also suggests best practices for Reporting Agencies and Host Organizations considering or using Monitors. All Members of IAICM must certify that they will abide by and uphold the IAICM Code, providing both a guide and a performance measuring stick for Host Organizations, Reporting Agencies, and the public-at-large.”
The Board members are a distinguished panel of current and former corporate monitors, retired judges and one former FBI agent (Hanson). They are Joseph Warin from Gibson, Dunn & Crutcher LLP, who has served as monitor and as outside counsel to monitors on several occasions; Bart Schwartz who currently oversees the General Motors ignition switch settlement with US authorities; Barbara Jones, a former district judge at the US District Court for the Southern District of New York, who is now with Bracewell LLP; Jacob Frenkel at Dickinson Wright LLP; Amy McDougal, the founder of the compliance and ethics firm CLEAResources LLP, and Andrew Boutros of Seyfarth Shaw LLP.
In addition to the top notch talent at the Board level, the Special Advisors include Ted Banks from Scharf Banks Marmor LLC; UVA School of Law professor Brandon Garrett, who has written extensively about corporate settlements and monitorships; Ronald Goldstock at Pugh, Jones & Johnson PC; William Shepherd of Holland & Knight LLP and myself.
The IAICM website is an excellent resource for issues relating to corporate monitors. One of the most important resources is the Code of Conduct, which is “built upon an existing framework provided by the American Bar Association’s standards for corporate monitorships, black-letter standards that were approved by the ABA in 2015, and a project Hanson”. Explaining what sets the two codes apart Hanson stated, “the ABA Standards are the broad brush and our code is the fine details. The ABA standards, which technically only apply to lawyers – and monitors aren’t always lawyers – are much broader, intended to provide best practices to government agencies and even host organizations, as well as attorneys who are serving as monitors.” However, the IAICM Code “goes into great detail about transparency in reporting or about how to conduct interviews, pretty much everything that one might encounter as a corporate monitor.”
In addition to its rigorous Code of Conduct, the IAICM site is also an excellent source for a wide variety of resources including white papers, training materials, Memoranda and other resources from the Department of Justice (DOJ) and many articles relating to monitors. Additionally, IAICM has collected a vast amount of publicly available information relevant to the practice and topic of corporate monitoring, including key government policy documents and actual Agreements requiring Monitors. The IAICM search engine will be helpful to those interested in researching the topic of corporate monitoring, as it can identify all known Monitorships by a particular agency, underlying misconduct, or during a particular time frame. The IAICM search engine not only identifies these in its repository, but presents, in one easy-to-read screen, the relevant publicly available information and supporting documents for each identified Agreement. This is not limited to monitorships under the Foreign Corrupt Practices Act (FCPA) or where the enforcement was from the DOJ but includes monitorships from prosecutions involving the Department of Health and Human Services, the Office of Inspector General and various states Attorneys Generals.
Best of all membership is open. As Hanson related, “Anyone interested in joining can apply to join the IAICM Prospective members will be vetted by a dedicated committee and will need to agree to the IAICM’s code of professional conduct. Equally important is the IAICM resource for companies which may find themselves in a situation where an enforcement action may require a monitor. Now there is a place to obtain information on qualified candidates, stating “Now, there’s a place where the government can tell the company, here’s the association of international corporate monitors, go look for somebody there.””
One of the more opaque issues over the past few years has been corporate monitors, monitor evaluation and final selection. The IAICM website is a huge step towards shining the light on this issue. Thanks to John Hanson and the entire IAICM team who worked so tirelessly to put this together.
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