Category: General

27 Aug, 2020

Three Individuals Charged with Fraud and FCPA Violations in International Adoption Scheme

FCPA cases can arise in un usual situations. DOJ has focused two separate prosecutions on bribery and fraud involving adoptions from Uganda and Poland. At the heart, the defendants bribed Ugandan and Polish authorities to secure children who were not orphaned and deceived prospective parents as to the orphaned status of the children placed for adoption. In the end, innocent children were removed from their...

General

26 Aug, 2020

FCPA Issues First Opinion Release in Six Years

Take it from me, if I recommend a stock pick to buy or sell – do the opposite. In a great episode of Seinfeld, George Costanza adopted a new-life approach by doing the exact opposite of what he normally would do in a situation. Here is the classic clip. In a podcast episode I recorded with Tom Fox, I made the “brilliant” point that DOJ...

General

25 Aug, 2020

The IIA’s New Three Lines of Defense Model Misses The Mark

“Life is really simple, but we insist on making it complicated.”― Confucius “One day I will find the right words, and they will be simple.”― Jack Kerouac, The Dharma Bums Corporate governance and compliance is not as hard as everyone tries to make it. Much of management theory, risk management, and theories surrounding corporate operations is intuitive. Be wary of those who try to complicate issues, especially when...

General

24 Aug, 2020

Steve Bannon and Three Defendants Indicted for $25 Million “We Build The Wall” Fraud Scheme

In a surprise indictment, the US Attorney’s Office for the Southern District of New York announced that Steve Bannon, Brian Kolfage, Andrew Badolato and Timothy Shea were indicted for defrauding hundreds of thousands of donors in response to the “We Build The Wall” online fundraising campaign. The indictment charges the defendants in defrauding donors from more than $25 million. As charged, the defendants defrauded hundreds...

General

20 Aug, 2020

Ten Essential Steps to Take Now to Advance Corporate Board Governance (IV of IV)

Corporate board members face increasing risks. Federal prosecutors are watching their behavior when corporate malfeasance occurs. Regulators focus on the important issue of board governance. Shareholders are ready to file derivative suits at the drop of a hat when corporate misconduct occurs. An effective corporate board can bring about significant results – improved financial performance, effective ethics and compliance, a positive corporate culture and a...

General

19 Aug, 2020

Challenges for Board Decision-Making (Part III of IV)

Corporate boards face serious challenges – business disruption from the pandemic and a slowing global economy. Directors have to focus on these two issues for at least the next 12 months. But the issue plate contains other significant risks. Three out of five directors have identified cybersecurity as a significant risk along with the current crisis climate. The impact from a cyber-event is significant and...

General

18 Aug, 2020

Corporate Board Diversity: A Slow Train Moving (Part II of IV)

Corporate board diversity continues to increase slowly – and I mean slowly. For United States companies, corporate boards are far behind their foreign counterparts. California has imposed a minimal requirement that every public company must reserve at least one board seat for a female director. Norway, Spain, France and Iceland have legal requirements that women comprise at least 40 percent of boards at public companies. ...

General

17 Aug, 2020

The State of Corporate Board Performance and Accountability (Part I of IV)

It is perhaps fitting that we are coming up on the one-year anniversary of the Business Roundtable’s Restatement of Corporate Purposes, which was signed by 181 corporate leaders and widely-praised for its expansion of corporate ethics and values. But I am sorry to say that not much has really changed. Some of this lack of action could be excused by the COVID-19 crisis and the...

General

14 Aug, 2020

Companies and Change: A CCO Challenge

Change before you have to – Jack Welch The key to change . . . is to let go of fear – Rosanne Cash Corporations are slow to change. Unless forced by government prosecutors or regulators, companies inherently resist change, even when such changes can make a business more profitable. Corporate behavior often reflects individual human perceptions and conduct. Individuals are slow to change unless...

General

13 Aug, 2020

The EU Whistleblowing Protection Directive: Implementing Practical Solutions to Comply (Part II of II)

The European Union Whistleblower Protection Directive imposes a broad set of requirements – to Member States and EU companies. At the heart of the EU’s concern is to ensure that no employee (or business partner) should risk their job as a result of exposing corporate wrongdoing. Three-Tier Reporting System The EU Directive establishes a three-tiered reporting system. Tier-1 applies to corporate internal reporting systems; Tier-2...