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The Night Sky

Jeff Stone – Eclipse Chasing and the Night Sky

Welcome to The Night Sky: A Podcast on the Eclipses Comes to Kerrville, a podcast that celebrates that for two days over the next 18 months, Kerrville, TX, will be the Eclipse Capitol of the World. This podcast, hosted by Andrew Gay and Tom Fox, will celebrate these two eclipses and discuss how Kerrville will prepare for an influx of a quarter million (or more) visitors. The Texas Hill Country Podcast Network hosts this podcast.

In this second episode, Andrew and Tom visit with Jeff Stone, who has been an eclipse chaser and long-time watcher of the skies. Jeff describes the wonder and awe he found looking into the night skies as a young boy, his passion for working at NASA, chasing eclipses, and the beauty of the darkened night sky.

Highlights include:

  • What is a solar eclipse?
  • What is an annular eclipse?
  • What is a total eclipse?
  • What is the best way to watch an eclipse?
  • Working at NASA?
  • What is the ‘Night Sky’ movement?
  • How and why Kerrville, TX, will be the epicenter of both eclipses.

Resources

Jeff Stone on LinkedIn

Andrew Gay on LinkedIn

Tom Fox on LinkedIn

For information on the eclipses in Kerrville, go here

Categories
Daily Compliance News

March 4, 2023 – The Corruption and Murder Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen to the Daily Compliance News. All from the Compliance Podcast Network. Each day we consider four stories from the business world, compliance, ethics, risk management, leadership, or general interest for the compliance professional.

Stories we are following in today’s edition of Daily Compliance News:

  • Ericsson pleads guilty again. (WSJ)
  • Judge delivers two life sentences in the Alex Murdaugh conviction. (The Guardian)
  • Corruption is Iran’s, Achilles Heel. (Foreign Policy)
  • Nooses at Exxon plant=EEOC lawsuit. (Reuters)
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Wirecard

Season 3, Episode 39 – Coming off the Rails

Welcome to Season 3 of Lies, Spies & Corporate Crimes: The Wirecard Saga. The Wirecard Saga has become the world’s leading source of all things Wirecard. In The Wirecard Saga, Lies, Spies & Corporate Crimes, host Mikhail Reider-Gordon, Managing Director of Institutional Ethics & Integrity at Affiliated Monitors, looks at the biggest financial scandal in post-war Germany from a variety of angles. In this episode, our host analyses the series of events connected to the company’s downfall and follows the trial dates and the Singaporean Police Force’s investigation. In addition, the podcast examines other entities connected to the Wirecard scandal, including the German Ministry of Defense. Tune in to The Wirecard Saga for all the latest updates!

Key Highlights

  • Trial dates set in Singapore
  • Why won’t Germany take up Singapore’s offer?
  • Braun as Captain of the Titanic
  • He’s not a joiner
  • Second-guessing CEO’s decisions
  • Judge Frodisch just can’t understand
  • TPA’s were firewalls
  • CEO of only some departments
  • Another loan to an off-shore entity
  • EY gets pulled back in
  • Wirecard Card Solutions’ legacy
  • PayRNet and RailsR ‘historic’ problem
  • Lietuvos Bankas says PayRNet engaged in gross TF
  • From Bad to Worse
  • Procurement Corruption
  • 4Strat and the Austrian-Russian connection

Notable Quotes

1.     “I have never been a gang member or even their leader. I had no personal relationship with any of these people.”

2.     “I didn’t believe for a single second that the business wasn’t there.” “We said very clearly, we regard the third-party partners as an intermediate step. The TPA is reviewed as a form of firewall, essentially, intercessors who create a distance between Wirecard and dealers, a layer that appears to reduce risk.”

3.     “I am convinced that the business existed, but significant parts did not flow into the escrow account.”

4.     “You couldn’t run everything, the Wirecard Bank. And remember, all those illicit card charges needed to be recorded to get past Visa, Mastercard, Wirecard, and Amex. And the intermediary banks, don’t forget them. There were a lot of moving parts.”

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31 Days to More Effective Compliance Programs

One Month to More Effective Compliance on Business Ventures: Dis-linking Illegal Conduct

One of my favorite words in the context of FCPA enforcement is dis-link. It a useful adjective in explaining how certain conduct by a company must be separated from the winning of business and more broadly it works on many different levels when discussing the FCPA. This concept of dis-linking was most prominently laid out in Opinion Release 14-02. It provided one of the most concrete statements from the DOJ on the unidimensional nature of compliance in the M&A context; both in the pre-acquisition and post-acquisition phases.

Opinion Release 14-02, taken together with the steps laid out in the 2020 FCPA Resource Guide, 2nd edition, has provided the post-acquisition actions a compliance professional needs to take after the transaction is closed. If you cannot perform any or even an adequate pre-acquisition due diligence, the time frames you put in place after the acquisition closes will need to be compressed to make sure that you are not continuing any nefarious FCPA conduct going forward.
But it all goes back to dis-linking. If a Target is engaging in conduct that violates the FCPA but the Target itself is not subject to the jurisdiction of the FCPA, you simply cannot afford to allow that conduct to continue. If you do allow such conduct to continue your company will be actively engaging and participating in an ongoing FCPA violation. That is the final takeaway from this Opinion Release; it is allowing corruption and bribery to continue which brings companies into FCPA grief. Opinion Release 14-02 provides a roadmap of the steps you can take to prevent such exposure.
Three key takeaways:

  1. In the M&A context, the key is to dis-link any illegal conduct going forward.
  2. Opinion Release 14-02 provides the clearest roadmap for pre- and post-acquisition compliance actions in the M&A context.
  3. Never forget the Opinion Release procedure. It has been used successfully in two important M&A matters (08-02 and 14-02).
Categories
Sports and Compliance

The Dan Snyder Indemnity Edition

Welcome to the Sports and Compliance podcast. For the longest time, I have wanted to have a podcast on the intersection of Sports and the World of Compliance and Ethics, both for those stories as the play out on the Sports Page and for the lessons they provide to business executives and compliance professionals. In this podcast series, I am joined by one of the top compliance commentators around, Stephen Martin, CCO at Skillsoft. Together will use our love of sports and competition to discuss current ethical issues in sports, look at compliance through a sports lens and determine how the world of sports and its stories can be a guide for the compliance professional.

In today’s episode, Tom and Stephen look at the sale of the team formerly known as the “team who will not be named,” the investigation surrounding Alabama Crimson Tide basketball player Brandon Miller, and MLB’s changes to the game such as the size of the bases, clocks on pitchers and hitters and outlawing shifts; all in the hopes of speeding up the game. Tom and Stephen explore the stories from different perspectives and always keeping their compliance audience in mind. Learn more with Sports and Compliance and keep up with current sports news, with a dash of compliance laid in.

Key Highlights

·       The Mary Jo White Report and Confidence in the NFL [00:03:56]

·       The Alabama Basketball Imbroglio [00:06:53]

·       The Consequences of Poor Decision Making [00:10:33]

·       The Impact of Baseball’s Rule Changes on the Game [00:13:49]

·       The Impact of the Shift on Baseball [00:17:13]

·       Baseball Speed Up: Positive Effects on Keeping Fans Interested [00:19:56]

Notable Quotes

1.    “You don’t often see it when somebody causes their own problems and then ask to be identified for them, but we’ve seen that with CEOs before.”

2.    “It’s a classic example of a couple of things we see in compliance. Star performers. Sometimes there’s just different rules for them. Right? And that’s just how it goes.”

3.    “It’s just it’s shocking to me that Alabama has done it this way.””

4.    “You can’t just say, I’m being mistreated. We’ve had that conversation in our household the last few days about what’s fair and when rules are in place, what happens? And these are all good things to understand because they’re there are consequences whether positive or negative to rule changes and you can figure them out.”

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From the Editor's Desk

February and March in Compliance Week

Welcome to From the Editor’s Desk, a podcast where co-hosts Tom Fox and Kyle Brasseur, EIC at Compliance Week, unpack some of the top stories which have appeared in Compliance Week over the past month, look at top compliance stories upcoming for the next month, talk some sports and generally try to solve the world’s problems.

 In this month’s episode, we look back at top stories in CW from February around the changes in DOJ efforts to encourage corporate cooperation and compliance and; the Treasury Department’s renewed enforcement efforts against banks for violations of OFAC Regulations. We previewed some of the stories CW will look at in March, including several articles about data privacy in the US and Europe in a CW special issue.

Kyle relates some of the upcoming Compliance Week 2023 Conference highlights from May 15-17 in Washington, DC. Listeners of this podcast will receive a discount of $200 by using code TF200 on the link below.

 We conclude with a look at some of the top sports stories, including a recap of the Super Bowl, the insanity of the NBA trading deadline, and the opening of Spring Training.

 Resources

Compliance Week 2023 information and registration here

Kyle Brasseur on LinkedIn

Compliance Week

Categories
Daily Compliance News

March 3, 2023 – The Spread The Pain Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen to the Daily Compliance News. All from the Compliance Podcast Network. Each day we consider four stories from the business world, compliance, ethics, risk management, leadership, or general interest for the compliance professional.

Stories we are following in today’s edition of Daily Compliance News:

Categories
31 Days to More Effective Compliance Programs

One Month to More Effective Compliance on Business Ventures: Key M&A cases under the FCPA

What are some of the key FCPA enforcement actions involving M&A? These enforcement actions, FCPA Resource Guide and the Evaluation of Corporate Compliance Program (and Update) have all made clear that the DOJ and SEC will vigorously prosecute companies which allow bribery and corruption to continue after a merger or purchase occurs. The key point to remember is that if a company was engaging in bribery and corruption before it was acquired and continues to do so after the transaction is completed, it is now you who is engaging in bribery and corruption, not them.

Syncor International Corporation, 2002.  This was the first time the DOJ charged a foreign company under the 1998 amendments, for acts taking place in the U.S. (i.e., Chairman’s approval). Parent liability was established through the foreign subsidiary’s books and records and employees of a state-owned entity are instrumentalities of the government. This case also demonstrated how a government investigation can slow the closing of an acquisition as the acquisition by Cardinal Health was delayed until the investigation was concluded and agreements were struck with the DOJ and SEC. The acquirer brought Syncor for a lower price than originally negotiated.

Titan Corporation, 2005. Some of the basic tenets of a compliance program were laid out in this enforcement action. They included: a company must conduct meaningful due diligence with respect to foreign agents and consultants and must ensure that the services alleged to be performed are provided. Internal controls must be designed to detect “red flags”, such as offshore payments and inconsistent invoices. From the M&A perspective, representations and warranties in a merger agreement must be accurate (or qualified) when included in a proxy statement. There can be a risk of additional prosecution under the International Traffic in Arms Regulations (ITAR) and possible suspension of export privileges, potential U.S. and foreign tax exposure and possible contractor debarment issues by the Department of Defense. Ultimately and most importantly from the business perspective, the merger failed when Titan was unable to meet contractual agreement to settle with the U.S. government by a certain time.

Latin Node, 2009. This was the first FCPA enforcement action based entirely on pre-acquisition conduct that was unknown to the buyer when the transaction closed. The purchaser’s entire $22+ million investment in Latin Node was wiped out due to inflated acquisition price of corrupt company and investigation costs. All of this demonstrated the need for rigorous pre-acquisition due diligence in addition to the post-acquisition integration. It also exposed individuals to the real possibility of jail time for their actions.

There have been several M&A cases since these three, but they set the model for the DOJ’s prosecution going forward. Every compliance practitioner should be aware of these cases and communicate to management that one of the most well settled areas of FCPA enforcement is around M&A. Simply put if you do not engage in appropriate pre-acquisition due diligence and there continues to be ongoing bribery and corruption after you acquire an entity, your company will bear the brunt of any prosecution.

Three key takeaways: 

  1. FCPA enforcement in the M&A space is one of the most well settled areas of enforcement.
  2.  Failure to perform pre-acquisition due diligence can significantly devalue a purchased asset.
  3. Always remember that if bribery continues after an acquisition it is no longer them engaging in bribery and corruption but you who are engaging in bribery and corruption.

 

Categories
Presidential Leadership Lessons for the Business Executive

Leadership Lessons from Presidents of the Republic of Texas, David G. Burnet, the First President of the Republic of Texas

Presidential Leadership Lessons is a podcast hosted by Tom Fox. This begins a four-part series on leadership lessons not from US Presidents but from Presidents from the Republic of Texas, from 1836 to 1845. In this series, Tom is joined by Don Frazier, head of the Texas Center at Schreiner University in Kerrville TX to discuss the four Presidents which Texas was its own country. In this first episode, Tom and Don discuss David G. Burnet and the first President of the Republic of Texas. He served from March 1836 to October 1836.  Join Tom Fox and Don Frazier and listen to the incredible stories of President David G. Burnet and the actual events which made him a leader of the Republic of Texas.

David G. Burnet arrived in what was then Mexico by way of Cincinnati. He took up the project of Texas independence almost immediately. He was driven with a clear view of what he considered right and wrong and had the courage to stand up to the challenges he faced. He successfully led a series of retreats when Santa Ana and his forces closed in on him and his nascent government. Santa Ana eventually was captured by the Mexican government and Burnet led the negotiations over the Treaty to end the war effectively, navigating the volatile situation.

Key Highlights

The Power of Standing up for Your Rights: David G. Burnet’s Story [00:04:23]

The Relationship Between David G. Burnet and Sam Houston [00:08:29]

The Capturing of Santa Ana and David G. Burnet’s Role. [00:12:27]

Comparing the Visions of David G. Burnett and Saint Houston in Texas [00:16:36]

The Power of Perseverance [00:20:38]

Notable Quotes:

1.      “He was an early adopter of filibustering, etcetera. And during the Latin American wars for independence, he lent his sword to the rebels down in Venezuela, and I think he fought in Chile too.”

2.     “He stands up on a table or a bench and says, look. You know, we need to get this going. Well, let’s get a government organized, and guess what? I will put my head through that noose.”

3.     “David G. Burnet stood up in the rowboat and looked back at the Mexican saying, look, if you’re going to shoot somebody, shoot right here, but, you know, my wife’s over here so you hit me and not her.”

4.     “David G. Burnet protected Santa Ana’s life by keeping him Ana on the boat. And that preserves Santa Ana to fight another day, and he’ll have a long and interesting career after this.”

Resources:

Don Frazier, Director The Texas Center

The Texas Center at Schreiner University

Categories
Hidden Traffic Podcast

We Need a Table, Not a Stool – The Four “Legs” of Human Trafficking Prevention with Kristen Abrams from the McCain Institute

Kristen Abrams is the Director of the Human Trafficking Initiative at the McCain Institute for International Leadership at Arizona State University. She is an experienced prosecutor who has worked to combat human trafficking both in the United States and internationally. At the McCain Institute, Kristen leads efforts to prevent human trafficking by partnering with organizations, governments, and individuals to develop innovative and effective strategies. She is a sought-after speaker and has appeared on numerous panels and podcasts to discuss this important issue.

In this episode, host Gwen Hassan and Kristen talk about the four key areas that need to be addressed to combat human trafficking effectively: legislative and policy frameworks, law enforcement and prosecution, engagement with the private sector, and survivor leadership. Kristen provides valuable insights into the challenges and opportunities within each area, drawing from her experience working with government agencies, NGOs, and prosecutors from around the world. All four areas need to work together in a coordinated effort to tackle the complex issue of human trafficking.

 

Kristen discusses the current state of human trafficking, noting that despite increased efforts to combat it, the number of investigations, prosecutions, and convictions has decreased. She suggests that the best way to fight human trafficking is through a multifaceted approach involving four “legs” of prevention: enforcement, policy and legislation, private sector engagement, and survivor leadership.

 

The first leg of prevention is enforcement, which involves specialized human trafficking prosecutors working in criminal justice systems around the world to prosecute offenders. The Global Prosecutors Consortium is a group of prosecutors from 18 different countries who met recently to discuss the challenges they face and to build a network of specialized prosecutors who can learn from each other and share best practices. Kristen stresses that it is important to keep the individual victim at the center of the work.

 

The second leg of prevention is policy and legislation, which involves enacting laws to prevent human trafficking and to punish those who engage in it. Kristen cites the Uighur Forced Labor Act and proposed legislation in Europe that would prevent goods produced with forced labor from entering major economies as examples of promising efforts.

 

The third leg of prevention is private sector engagement, which involves engaging companies and institutional investors to assess their supply chains and ensure that their products are not produced with forced labor. Kristen notes that consumer demand and regulatory and investor pressure are key drivers of this engagement.

 

Finally, the fourth leg of prevention is survivor leadership, which involves empowering survivors of human trafficking to lead the fight against it. Kristen remarks that survivor leadership is often overlooked and that it is important to include survivors in all aspects of prevention efforts.

 

Overall, a multifaceted approach to preventing human trafficking is necessary, which Kristen likens to a table with four legs rather than a stool with two legs. Each leg of the table is necessary to support the other legs, and without all four legs, the table cannot stand. By involving specialized prosecutors, enacting legislation, engaging the private sector, and empowering survivors, it is possible to make progress in the fight against human trafficking.

 

Resources

Kristen Abrams on LinkedIn | Twitter | Email

McCain Institute For International Leadership