An internal investigation is like reading a good novel.  You begin the journey with a general expectation of what the novel or the “investigation” is about.  As every reader knows, the exhilaration is the result of following an unexpected path filled with moments of discovery, surprise and ultimately a basis for understanding.  Internal investigations can follow a similar path.  In some cases, the end of...

The growing demand for increased diversity on corporate boards passed another hurdle.  The SEC approved to Nasdaq’s proposed rule changes to mandate increased board diversity requirements.  Three SEC Commissioners, including Chairman Gensler, approved the measure, and one Republican commissioner opposed the measure.  The other Republican commissioner supported the proposal only in part. Under the new Nasdaq rules, listed companies would have to meet minimum targets...

“The truest measure of an effective compliance program is how it responds to misconduct.”— FCPA Guidance (2d. ed 2020) This straight-forward statement (above) of a company’s commitment to its “effective” compliance program is powerful.  In a nutshell, it says it all. Over the years as a federal prosecutor, and later as outside counsel, I have witnessed a variety of responses to misconduct.  On the one...

While the value of a positive corporate culture is clear, a strong culture does not always develop organically. Companies must devote attention to measuring, managing, and promoting ethical cultures. Let’s start with a simple proposition – if a company’s culture is its most important internal control and its most valuable intangible asset, a chief compliance officer (CCO) should devote commensurate time and energy to promote...

An organization’s culture does not exist in a vacuum.  It is communicated and executed every day.  It is the guidepost by which internal and external interactions occur and is carried out by individuals in a multitude of tasks.  If you stop to consider the number and nature of daily interactions, internally and externally, carried out by leadership, managers and employees, it is overwhelming (especially if...

The culture bandwagon is picking up steam.  Everyone is citing its organization’s “culture” as the foundation for its activities in the hope of meeting a rapidly evolving standard for organizations.  In its latest corporate compliance guidance, the Justice Department, along with numerous regulatory agencies, continue to cite the importance of a company’s  “culture of compliance.” But when it comes to defining the terms, how to...

Alex Cotoia, Regulatory Manager at The Volkov Law Group, rejoins us for a posting on ITAR brokering activities. Alex can be reached at [email protected]. Part 129 of the International Traffic in Arms Regulations (“ITAR”) requires certain persons engaged in “brokering activities” to register with, and pay a fee to, the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”). ITAR Part 129.2 broadly defines...

The Justice Department’s Antitrust Division has a long and rich history.  For years, “the Division” as it liked to refer to itself, charted its own path in antitrust enforcement, especially when it comes to criminal prosecutions. The transformative event was the Antitrust Division’s revision and expansion of the Corporate Leniency Program in 1993 and prosecution of international cartel cases. The Antitrust Division’s Leniency Program was...

Corporate boards face a number of risks.  In the face of a high-stakes or important internal investigation, corporate boards, a designated committee, or a special committee often are assigned the important role of authorizing and monitoring the investigation.  Board supervision is reserved for important internal investigations, especially when an investigation focuses on potential senior management misconduct or other high-risk issues. Law firms welcome these assignments...

We always read about the superstar CEO.  The company’s leader who is paid millions and is the rock star of business success.  Board members, shareholders and stakeholders support the leader because he/she has brought “success,” meaning the company’s stock price is increasing, the company continues to grow and no one would ever challenge the company’s reliance on the CEO to lead the company. But there...