Like all compliance programs, a company lives or dies based on its ethical culture.  A company with a poor culture that operates in a concentrated competitive market has significantly higher antitrust risks than companies with a strong ethical culture.  This basic and well understood premise has to be considered in designing an antitrust compliance program.  If senior management does not walk the walk, antitrust risks...

In July 2019, the U.S. Justice of Department’s Antitrust Division ended a long-running controversy surrounding compliance program credit by issuing its Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations (“Antitrust Guidance”).  The Antitrust Guidance is a terrific resource, filled with excellent ideas and innovative suggestions.  Companies need to review and enhance their antitrust compliance programs, especially those companies with tangible antitrust risks.  In designing...

We all are familiar with the “horror” stories circling numerous infamous corporate scandals – Wells Fargo, Boeing, General Motors, Airbus, Ericsson, HSBC and on and on.  When you read about each of these scandals, layer by layer, the corporation is infected with a culture of wrongdoing.  In these situations, senior management, middle management and employees embrace differing levels of commitment to wrongdoing, ranging from intentional...

I have to admit that it is hard to maintain this blog under the current circumstances.  It is hard to ignore the “elephant in the room.”  The coronavirus crisis is having a serious impact on our country, society, communities and families.  I am deeply troubled by the current handling of this crisis at the federal level and the coming tsunami for our healthcare system.  In...

In this global pandemic crisis, every company is being tested.  No matter how much time was put into emergency planning it is difficult to imagine that anyone could have foreseen the scope and nature of the current crisis.  But we are about to experience and witness an important test. Companies have to recognize the nature of the crisis, the impact on their operations, prepare consumers,...

Compliance professionals face extraordinary risks – not just for the enterprise but personal risks.  CCOs should not panic or overreact when the government brings an enforcement action against a compliance officer for a company’s compliance failure. The lesson for compliance officers who work in regulated industries is fairly straightforward – when faced with real compliance problems, compliance professionals have to document efforts to address the...

We all know that economic incentives are critical to promoting performance.  Going back to the days of Adam Smith, the U.S. economic growth is the result of a basic motivation – hard work can result in significant revenues/profits. Companies create incentives for their employees as well – sales performance is linked to salary, bonuses and promotions.  We have observed skewed sales incentives, such as the...

The Justice Department’s Antitrust Division announced a major guilty plea with Sandoz, Inc., in its expanding criminal investigation of the generic pharmaceutical industry.  DOJ has been pursuing this investigation for several years with some progress, but the Sandoz guilty plea is a major accomplishment in the investigation.  Sandoz agreed to pay $195 million in exchange for a three-year deferred purchase agreement (“DPA”).  DOJ filed a...

OFAC continues to aggressively enforce its sanctions programs.  In its latest enforcement action, OFAC agreed with Société Internationale de Télécommunications Aéronautiques SCRL (“SITA”), a Swiss telecom company, to an approximately $7.8 million civil penalty for 9,256 violations of the Global Terrorism Sanctions Regulations (“GTSR”). SITA provides telecommunications services to companies in the civilian air transport industry.  Membership in SITA is open to industry operators worldwide...

Cardinal Health (“Cardinal”) agreed to pay the SEC $8.8 million for FCPA violations in China relating to its internal controls and books and records.  (SEC Order Here).  Cardinal acknowledged facts relating to internal controls deficiencies and its handling of marketing accounts that it supervised for its distributors.  In particular, while Cardinal mitigated its corruption risks by terminating many of these accounts, Cardinal inaccurately assessed the...