The SEC announced its first FCPA enforcement action in 2022. South Korean telecommunications company, KT Corporation, agreed to pay $6.3 million to settle FCPA violations.  As part of the settlement, KT Corp. agreed to pay $3.5 million in civil penalties and $2.8 million in disgorgement. KT Corp. is South Korea’s largest telecommunications company.  KT Corp. American Depositary Shares are traded on the New York Stock...

Investor demand for companies to provide robust and transparent ESG information is growing quickly.  Investors understand that companies have to develop effective strategies to address ESG risks.  The impact on shareholder price is evident – stakeholders are demanding that companies devote time and attention to ESG issues.  Companies have to respond to this demand. Government regulators are quickly pushing the ESG movement. The European Commission...

The SEC’s FCPA enforcement action against WPP presents a number of important lessons learned, ranging from third-party risk management, properly responding to employee complaints and red flags, and failure to integrate acquisition targets into existing compliance programs.  At bottom, WPP and its subsidiaries lacked any culture of compliance.  While it is easy to cite all the deficiencies in the WPP subsidiaries, such a focus misses...

There are a lot of so-called “dirty secrets” in the corporate governance world.  Not the tawdry kind that appear to follow controversial politicians – I mean in the world of internal controls. I would wager that most companies cannot even identify all of the policies, procedures and controls that have been created during the life of the company.  Some exist in what I call the...