“You don’t need a weatherman to know which way the wind blows” –  Subterranean Homesick Blues, Bob Dylan The Justice Department has taken some serious hits lately — some have been fair and some are not accurate.  All in all, the trend is not good.  If the buck truly stops with the Attorney General, then he is responsible for the “tone-at-the-top.”  DOJ’s missteps lately are alarming.  After securing the FCPA...

You can count on several important events to occur in the News Corp bribery and hacking scandal.  First, the cover up, or attempts to avoid knowledge and liability, will be worse than the crime itself.  Already there are allegations circling that James Murdoch may not have been candid in responding to Parliament’s questions  Second, News Corp will try to feed the media’s appetite by firing and/or removing...

I have tried to avoid writing about the News Corp scandal.  Everyone is writing about it.  The media frenzy goes on and on, with the Murdoch family, pie throwing, dramatic testimony and the usual configuration of scandal enveloping a political administration. But it is interesting to see in the midst of this controversy that the FCPA has now emerged as a major player in the...

In the past year, the SEC has brought two enforcement actions against independent directors at two publicly traded companies. Historically, the SEC has not targeted public company directors, but  will do so only when the directors “knowingly permit or facilitate” securities violations. The message from the SEC to independent directors is clear — take your position seriously, closely monitor and manage the company’s activities, or face serious enforcement exposure. Independent...

Companies react differently to a set of risks.  In response to the new FCPA enforcement push, some companies have continued with business as usual.  Others have stopped to assess their compliance program, assessed the risk and taken action to shore up their potential risks and exposures. What is surprising is how many companies have chosen to ignore the problem and continue on with business as...

Too many practitioners blindly adhere to well-known internal investigation protocols instead of asking practical questions of whether such procedures are actually needed.  It is easy to follow the prescribed steps.  But sometimes lawyers need to think outside the box and ask the hard questions, especially when it comes to the appointment of special committees. In certain situations an independent board committee may be needed.  One situation which...

I don’t want to make the wrong mistake — Yogi Berra Sometimes the hysteria gets out of control. Lawyers, government enforcers and commentators spreading the word on the Internet seem to fan the flames of excitement. Let’s all take a deep breath and carefully examine the facts. There is no doubt that the Justice Department and the SEC are increasing enforcement of the FCPA. (A...

Sometimes we lose perspective. Anti-corruption compliance practitioners act as if they are inventing new and innovative concepts. I do not mean any disrespect but anti-corruption compliance programs build on compliance concepts that have been applied in many different situations, especially in the areas of banking and finance, securities, health care, and international trade. My colleague Howard Sklar (Here) writes eloquently about the convergence of compliance...

Let’s all confess – let’s all tell the truth about one issue. Who can define in simple terms what “accounting controls” actually are? We all know what a bribe looks like and smells like. But when it comes to accounting controls, eyes glaze over, speakers mumble and speak quickly, typically turning to the next slide in a seminar presentation. So let’s take a moment and...

Contrary to public opinion and the blizzard of client alerts, the Tenaris settlement — which was touted as the SEC’s first use of a Deferred Prosecution Agreement — was not such a great deal.  In fact, it was a bad deal.  In addition, the SEC’s first use of a DPA is not a significant development since its usual settlements do not require the party to admit...