scholarly journals Coordinating Compliance Incentives

2018 ◽  
Author(s):  
Veronica Root
Keyword(s):  
Securities And Exchange Commission ◽  
Repeat Offenders ◽  
Department Of Justice ◽  
Coordination Problem ◽  
Public Companies ◽  
Foreign Corrupt Practices Act ◽  
Institutional Misconduct ◽  
Compliance Programs ◽  
Effective Compliance ◽  
Enforcement Authority

102 Cornell L. Rev. 1003 (2017)In today’s regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that governmental actors—from the Department of Justice, to the Securities and Exchange Commission, to even the Commerce Department— place on the need for institutions to adopt “effective compliance programs.” The governmental actors that demand effective compliance programs, however, have narrow scopes of authority. DOJ Fraud handles violations of the Foreign Corrupt Practices Act, while the SEC adjudicates claims of misconduct under the securities laws, and the Federal Trade Commission deals with concerns regarding anticompetitive behavior. This segmentation of enforcement authority has created an information and coordination problem amongst regulators, resulting in an enforcement regime where institutional misconduct is adjudicated in a piecemeal fashion. Enforcement actions focus on compliance with a particular set of laws instead of on whether the corporate wrongdoing is a result of a systematic compliance failure that requires a comprehensive, firm-wide, compliance overhaul. As a result, the government’s goal of incentivizing companies to implement “effective ethics and compliance programs” appears at odds with its current enforcement approach. Yet governmental actors currently have the tools necessary to provide strong inducements for corporations to, when needed, engage in restructuring of their compliance programs. This Article argues that efforts to improve corporate compliance would benefit from regulatory mechanisms that (i) recognize when an institution is engaged in recidivist behavior across diverse regulatory areas and (ii) aggressively sanction institutions that are repeat offenders. If governmental actors adopt a new enforcement strategy aimed at “Coordinating Compliance Incentives,” they can more easily detect when an institution is suffering from a systemic compliance failure, which may deter firms from engaging in recidivist behavior. If corporations are held responsible for being repeat offenders across diverse regulatory areas, it may encourage them to implement more robust reforms to their compliance programs and, ultimately, lead to improved ethical conduct and more effective compliance programs within public companies.

scholarly journals Calculating Corporate Compliance & The Foreign Corrupt Practices Act

2019 ◽  
Vol 19 (1) ◽  
Author(s):  
Brian S. Haney
Keyword(s):  
Cost Efficiency ◽  
Analytical Framework ◽  
Department Of Justice ◽  
Foreign Corrupt Practices Act ◽  
Corporate Compliance ◽  
Doing Business ◽  
Compliance Programs ◽  
Firm Compliance ◽  
Cost Efficient ◽  
The Cost

Technology is rapidly disrupting every industry and institution around the globe. Yet, corporate compliance has remained relatively unaffected by technological change when compared to other industries. If firms continue to lag behind in their compliance efforts, their risk exposure to the potentially lethal sanctions associated with major compliance failures will continue to increase with time. This is particularly true in the context of the Foreign Corrupt Practices Act. Generally, the Foreign Corrupt Practices Act (“FCPA”) is a regulatory statute that forbids bribery and false accounting for domestic firms doing business abroad. And, in the past decade the DOJ and SEC have begun aggressively enforcing the FCPA. Firms should begin using technology to develop more robust and cost-efficient compliance programs to insulate themselves from the FCPA’s harsh penalties. This Article provides an algorithm that allows firms to evaluate and improve their compliance programs in accordance with several published sources of guidance. Compliance scholars have made clear that it is critical for firms to maintain strong corporate compliance programs and have suggested different models and frameworks for internal evaluation and auditing. However, those suggestions fail to consider how technology may be used to improve the cost-efficiency of corporate compliance and ethics programs. This Article takes an informatics-based approach to evaluating and improving firm compliance by focusing on the most important compliance functions according to the Department of Justice (“DOJ”), courts, and other Government actors. Indeed, firms may drastically improve the cost-efficiency of their compliance efforts by adopting the analytical framework proposed in this Article.

Sanofi settles FCPA charges with SEC for $25.2 million

2019 ◽  
Vol 20 (1) ◽  
pp. 27-30
Author(s):  
Jennifer Kennedy Park ◽  
Abena Mainoo
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Internal Controls ◽  
Healthcare Industry ◽  
Foreign Corrupt Practices Act ◽  
Content Type ◽  
Enforcement Action ◽  
Compliance Programs ◽  
The Us ◽  
Practical Implications

Purpose To explain a recent enforcement action by the US Securities and Exchange Commission (SEC) highlighting risk factors for Foreign Corrupt Practices Act (FCPA) violations. Design/methodology/approach Summarizes the basis of the SEC’s enforcement action against Sanofi for violating the FCPA’s books and records and internal controls provisions, reviews the terms of the SEC’s resolution with Sanofi, explains Sanofi’s remedial efforts and cooperation with the SEC’s investigation, and discusses factors contributing to corruption risks in the healthcare industry. Findings The SEC’s enforcement action against Sanofi, and other recent enforcement actions, underscore the importance of comprehensive anti-corruption compliance programs and strong internal controls across large multinationals and their subsidiaries. Practical implications Companies operating in high-risk industries and markets should regularly assess and address corruption risks. Originality/value Practical guidance from experienced enforcement lawyers.

Not just a compliance program, but an effective compliance program: SEC, DOJ issue strong reminders

2015 ◽  
Vol 16 (4) ◽  
pp. 4-5
Author(s):  
Brett Ingerman ◽  
Michael D. Hynes ◽  
Brian H. Benjet ◽  
Kristina Neff
Keyword(s):  
Attorney General ◽  
Securities And Exchange Commission ◽  
Washington Dc ◽  
Department Of Justice ◽  
Content Type ◽  
Corporate Compliance ◽  
Compliance Programs ◽  
Settlement Agreement ◽  
Compliance Program ◽  
Guidelines And Recommendations

Purpose – To alert corporations of a May 2015 speech issued by a top Department of Justice Official and a May 2015 settlement agreement between a global resources company and the Securities and Exchange Commission, both of which emphasize the importance of effective corporate compliance programs and provide guidelines and recommendations for achieving compliance programs that actually work. Design/methodology/approach – Summarizes and analyzes the May 2015 speech of Assistant Attorney General Leslie R. Caldwell at the 10th Annual Compliance Week conference in Washington DC and the May 2015 settlement between BHP Billiton and the SEC to settle Foreign Corrupt Practices Charges. Findings – The Department of Justice and the Securities and Exchange Commission continue to scrutinize not just whether corporations have compliance programs in place, but whether the compliance programs are actually effective. Originality/value – Practical guidance from experienced compliance professionals based on recent government opinions and actions concerning corporate compliance programs.

The Oil Industry and Africa: The Expanding Reach of the Foreign Corrupt Practices Act

2011 ◽  
Vol 4 (3) ◽  
Author(s):  
Stuart H. Deming
Keyword(s):  
Special Reference ◽  
Developing World ◽  
Oil Industry ◽  
Securities And Exchange Commission ◽  
Department Of Justice ◽  
Foreign Corrupt Practices Act ◽  
The Us ◽  
Over Time

As a statute designed to deter improper inducements to foreign officials in connection with business activities, the enforcement of the Foreign Corrupt Practices Act (FCPA) has over time dramatically increased in its reach. This article examines the reach of the FCPA into Africa with special reference to corrupt practices in the oil industry. Owing to the combined enforcement activities of the US Department of Justice and the Securities and Exchange Commission, it concludes by arguing that the FCPA's impact and potency in the developing world will continue to grow.

scholarly journals Canadian Companies Beware: The U.S. Foreign Corrupt Practices Act Applies to You

1998 ◽  
Vol 36 (2) ◽  
pp. 455 ◽  
Author(s):  
Robert A. Bassett
Keyword(s):  
Securities And Exchange Commission ◽  
Department Of Justice ◽  
Foreign Corrupt Practices Act ◽  
The U.S

This article outlines how the U.S. Foreign Corrupt Practices Act applies to non-U.S. corporations and individuals, with particular reference to those entities in Canada. The author points out the dual requirements of the legislation — the accounting provisions and the anti-bribery provisions — and explains how the generous wording frequently makes them applicable to Canadian corporations and individuals, both directly and indirectly. Several cases are cited as examples of enforcement of the Act against non- U.S. corporations and individuals. The accounting provisions of the U.S. Securities and Exchange Commission are reviewed, as are the anti-bribery provisions of the U.S. Department of Justice.

COVID-19 considerations for SEC cybersecurity guidance, disclosure, enforcement, and parallel proceedings: navigating the new normal

2020 ◽  
Vol 21 (2/3) ◽  
pp. 111-126
Author(s):  
Aldo M. Leiva ◽  
Michel E. Clark
Keyword(s):  
Securities And Exchange Commission ◽  
Effective Vaccine ◽  
Resource Reallocation ◽  
Securities Litigation ◽  
Public Companies ◽  
Content Type ◽  
Business Operations ◽  
Expert Analysis ◽  
Securities Industry ◽  
Remote Operations

Purpose To examine the COVID-19 pandemic’s effects on regulated entities within the context of cybersecurity, US Securities and Exchange Commission (SEC) compliance, and parallel proceedings. Design/methodology/approach Describes the SEC’s ability to conduct its operations within the telework environment, its commitment and ability to monitor the securities market, its enhanced monitoring of the adverse effects of SEC-regulated companies from COVID-19, its guidance to public companies of disclosure obligations related to cybersecurity risks and incidents, the SEC Office of Compliance and Examinations’s (OCIE’s) focus on broker-dealers’ and investment advisories’ cybersecurity preparedness, the role and activities of the SEC Division of Enforcement’s Cyber Unit, and parallel proceedings on cyberbreaches and incidents by different agencies, branches of government or private litigants. Findings SEC-regulated entities face many challenges in trying to maintain their ongoing business operations and infrastructure due to severe financial pressures, the threat of infection to employees and customers, and cybersecurity risks posed by remote operations from hackers and fraudsters. The SEC has reemphasized that its long-standing focus on cybersecurity and resiliency within the securities industry will continue, including ongoing vigilance over companies’ efforts to identify, assess, and address the inherent, heightened cybersecurity risks of teleworking and the resource reallocation that business need to sustain their operations until a safe and effective vaccine is developed for COVID-19. Originality/value Expert analysis and guidance from experienced lawyers with expertise in securities, litigation, government enforcement, information technology, data protection, privacy and cybersecurity.

scholarly journals The Impact of Audit Committees on US Nonprofit Organizations’ Governance

2020 ◽  
Vol 27 (1) ◽  
pp. 30
Author(s):  
Husam Abu-Khadra
Keyword(s):  
Nonprofit Organizations ◽  
Audit Committee ◽  
Nonprofit Sector ◽  
The United States ◽  
Preliminary Evidence ◽  
Securities And Exchange Commission ◽  
Audit Committees ◽  
Public Companies ◽  
Policy Makers ◽  
The Impact

All public companies in the United States are required by the securities and exchange commission (SEC) to have an audit committee. Such enforcement can be attributed to high-profile corporate failures and their connections to nonexistence, ineffective or weak audit committees and governance. Despite the efforts to establish a similar argument and enforcement structure for the nonprofit sector, the internal revenue service (IRS) has not pursued legislation, and no empirical evidence has been established to support any public policy changes. This paper contributes to the literature in this field by being the first study to examine 124,980 nonprofit organizations during the period of 2010 to 2015 to test the association between governance in nonprofit organizations and audit committees. We included fifteen measures from these organizations’ IRS Form 990 filings to formulate the study variables. We found significant evidence that the existence of audit committees improves the governance scores of nonprofit organizations. Our study findings have significant implications for nonprofit executives, policy makers and any other interested parties; these findings act as preliminary evidence to support more proactive policies regarding mandatory audit committees for nonprofit organizations. 

A perfect storm: how high levels of risk and weak internal controls resulted in violations of the foreign corrupt practices act

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Diana Franz
Keyword(s):  
Oil And Gas ◽  
Oil And Gas Industry ◽  
International Markets ◽  
Internal Controls ◽  
Strategic Decision ◽  
Department Of Justice ◽  
Gas Industry ◽  
Foreign Corrupt Practices Act ◽  
Content Type ◽  
Perfect Storm

Theoretical basis This case is based on Weatherford International’s settlement with the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ). Both the SEC and the DOJ were critical of Weatherford for its violations of the Foreign Corrupt Practices Act and for its “inadequate internal controls.” This case explores the Foreign Corrupt Practices Act (FCPA) violations and issues related to internal controls. Research methodology Case study. Case overview/synopsis This case is based on Weatherford International’s settlement with the SEC and the Department of Justice. Weatherford provided equipment and services in the oil and gas industry. Because international markets were growing faster than domestic markets, Weatherford made a strategic decision to pursue growth in international markets. The oil and gas industry has high levels of operating risk as did the countries that Weatherford decided to pursue operations in. However, despite the decision to take on additional risk, Weatherford failed to implement adequate systems of internal controls. The title of the case “A Perfect Storm” refers to Weatherford’s trifecta of operating in an industry with high levels of corruption risk, countries with high levels of corruption risk and failing to implement adequate internal controls despite those high operating risks (Department of Justice, 2013). Weatherford was ultimately assessed a $152m penalty for its violations of the FCPA that included bribery, volume discounts, improper payments and kickbacks. Complexity academic level Undergraduate and graduate auditing classes.

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