In this episode, I visited with Don Stern, Managing Director of Corporate Monitoring & Consulting Services. We consider how the M&A process benefits from independent oversight. Stern believes the best time to bring in an independent is “as early as is practicable”. By doing so there can be preliminary discussions with senior management about the process, sometimes at the Chief Executive Officer (CEO) level and at other times with the Chief Financial Officer (CFO). From these initial meetings an independent monitor could be a part of the acquirer’s team assembled for the project. He also noted there would probably be a due diligence room with documents made available for the acquiring company to review under a nondisclosure agreement (NDA). That could be meetings where teams from one company meet with teams from the other company. Stern reminded us that M&A work to some extent is “a fire drill, as everyone’s working very hard in compressed time schedules, trying to do a lot in a very short period of time.” This means at times issues pop up which may require the companies to further negotiate the terms of an escrow or other risk management protection for the buyer.
A key is the independent nature of the monitor. Part of it is that they have no stake in the outcome, no stock to vest or other remuneration. Also, it is natural for the target company’s employees to have their guard up as they are more than a little wary about anybody coming in and asking a question. Stern said, “I find that people open up, I’m more willing to be forthcoming when somebody’s outside either company comes in and is asking the questions really in a non-threatening way. The independent monitor is just looking for the facts. I find that we are able to get more information than I think we would otherwise get if we were not independent.”
This FCPA Safe Harbor for M&A re-emphasizes how powerful a tool an independent monitor can be in the M&A context. Stern ended his remarks by noting that the Department of Justice (DOJ) certainly sees it as good practice to have a third party independent involved on both the company side and the reporting side, if required. All of this lends credibility to your ethics and compliance program. If your company finds itself under scrutiny from a M&A transaction, you can take some comfort in the strategies outlined in this series.
Author: admin
How does Fahrenheit 451 foretell non-compliance regulation in Germany? Tom and Jay brave the surge in Covid cases by staying safe at home to tell the tale. They are back to look at top compliance articles and stories which caught their eye this week.
- OFAC focusing on screening errors. Mike Volkov with a 3-part series on Corruption Crime and Compliance. Part 1, Part 2 and Part 3
- There is no single panacea for stopping corruption. Matthew Stephenson in GAB.
- 5 top steps for data transfer after Schrems III. Neil Hodge in Compliance Week. (sub req’d)
- What’s the cost of non-compliance? For Wells Fargo, a staggering $15.8 Billion. Matt Kelly explores on Radical Compliance.
- Fahrenheit 451, compliance and German regulators? Rosemary Lark considers in the FCPA Blog.
- Coronavirus Comeback planner. Navex Global’s Ethics and Compliance Matters.
- A compliance approach to excessive force in policing. Joseph Murphy and Emil Moschella in NYU’s Compliance and Enforcement
- Crisis preparedness and the BOD? Joydip Day explores in CCI.
- This month on The Compliance Life, I am joined by Louis Sapirman. In Part 1, we looked at Louis personal and professional journey into compliance.
- AMI week on Compliance and Coronavirus as Maurice Gilbert discusses the compliance hiring scene Covid-19, Andy Goldstrom on business sustainability; and Laura Petrolino on storytelling for communications.
- On the Compliance Podcast Network, Tom begins a new month on 31 Days to a More Effective Compliance Program, this month focusing on the role of the Board in compliance. This week saw the following offerings: Monday-legal obligations of the BOD; Tuesday– prudent discharge of BOD obligations; Wednesday-BOD Compliance Committees; Thursday- OIG guidance for BODs; and Friday-Compliance expertise on the BOD. The month of July is being sponsored by Affiliated Monitors. Note 31 Days to a More Effective Compliance Program now has its own iTunes channel. If you want to binge out and listen to only these episodes, click here.
- Join Jay and Tom at Converge20. Convercent’s top compliance conference is going virtual this year. Check at the agenda and register here.
Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
In today’s edition of Daily Compliance News:
- NY sues to dissolve NRA. (NYT)
- A WAC-O FCPA enforcement action. (Radical Compliance)
- TVA backtracks. (WaPo)
- Trump Admin to make Chinese companies comply? (WSJ)
Where does creativity fit into compliance? In more places than you think. Problem-solving, accountability, communication, and connection – they all take creativity. Join Tom Fox and Ronnie Feldman on Creativity and Compliance, part of the Compliance Podcast Network. In this show, we take a personal journey with Ronnie Feldman as he celebrates the 4th Anniversary for Learnings & Entertainment and reflects back on his journey.
Some of the highlights include:
- What has Ronnie learned in his journey through compliance?
- Why does compliance need a bunch of comedians?
- What are the lessons for the compliance professional?
- How has the compliance community evolved over the past 4 years?
- Where is it going?
- What does Ronnie see for Learning & Entertainment?
Resources:
Ronnie Feldman (LinkedIn)
Learnings & Entertainments (LinkedIn)
Ronnie Feldman (Twitter)
Learnings & Entertainments (Website)
60-Second Communication & Awareness Shorts – A variety of short, customizable, quick-hitter “commercials” including songs & jingles, video shorts, newsletter graphics & Gifs, and more. Promote integrity, compliance, the Code, the helpline and the E&C team as helpful advisors and coaches.
Workplace Tonight Show! Micro-learning – a library of 1-10-minute trainings and communications wrapped in the style of a late-night variety show, that explains corporate risk topics and why employees should care.
Custom Live & Digital Programing – We’ll develop programming that fits your culture and balances the seriousness of the subject matter with a more engaging delivery.
Welcome to the newest addition to the Compliance Podcast Network, Compliance and Coronavirus. In this episode, In this episode, I visit with Laura Petrolino, Chief Marketing Officer at Spin Sucks. Petrolino recently wrote a blog post, entitled “Four Elements of Successful Brand Storytelling to Use Today”. I wanted to visit with Petrolino on why ‘storytelling’ is so powerful, particularly in the corporate setting during the era of Coronavirus. She details the four elements of storytelling and how you can incorporate those elements into your compliance messaging.
For more information on Laura Petrolino and Spin Sucks, click here.
In this episode, I am joined by Jed Gardner of Linedata to discuss some of the practical aspects the Schrems III case, where the Court invalidated Privacy Shield. Some of the highlights are:
- Why was this and what are the wider impacts to transatlantic digital trade?
- When does this come into effect? Is there any grace period?
- Let’s look at a transatlantic organization (Investment Firm). What risks are they now dealing with?
- What should businesses be doing with their technology to address the ruling and ensure they can meet the EU GDPR data privacy regulations?
Check out the Linedata on their homepage here.
Welcome to the only roundtable podcast in compliance. Today, we have the full quintet of Jonathan Armstrong, Jay Rosen, Matt Kelly, Jonathan Marks and Mike Volkov for a potpourri of discussions and ending with a veritable mélange of rants and shouts outs.
- Jonathan Armstrong critiques the recent SFO conviction of two former Unaoil employees and the controversary the SFO and its Director, Lisa Osofsky now find themselves in regarding their conduct. Armstrong shouts out to the West Indies cricket team for traveling to the UK to play at Lord’s.
- Jay Rosen considers telemedicine in the time of Covid-19. What does it mean for the practice of medicine? What are the compliance issues involved? Jay rants about the Trump Administration targeting surveillance on journalist in Portland and across the country.
- Matt Kelly looks at two recent US domestic corruption cases; one in Illinois involving ComEd and one in Ohio involving the Speaker of the Ohio House of Representatives. Matt shouts out to Rebecca Jones the former Florida state employee who left the government to start her own public record of Covid-19 in Florida when the state quit reporting on it.
- Mike Volkov looks at two recent OFAC enforcement actions. One involved Amazon and defective tracing software. The second Essentra, doing business with North Korea and shell companies. He draws out the lessons learned from both cases. He shouts out to podcasters and the podcasting community for getting their messages out.
- Jonathan Marks considers parallels he has observed in the development of the compliance profession from those he lived through in the Internal Audit world after Enron and WorldCom. He shouts out to the IIA for beginning the discussion to reconfigure its 3 Lines of Defense but chides them for not going far enough.
- Tom Fox rants about those attacking fellow Buffalo Wing addicts.
The members of the Everything Compliance are:
- Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
- Mike Volkov – One of the top FCPA commentators and practitioners around and the Chief Executive Officer of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com
- Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
- Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com
- Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at marks@bakertilly.com
The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist. Everything Compliance is a part of the Compliance Podcast Network. He can be reached at tfox@tfoxlaw.com
Categories
WireCard and Germany Inc.
In the Episode, I am joined by Mikhail Reider-Gordon, Managing Director of Institutional Ethics & Integrity at Affiliated Monitors. Mikhail’s areas of expertise include technology, privacy, cybersecurity, IP and accountability in artificial intelligence; the global anti-corruption and anti-money laundering regimes; media & entertainment; biotech and the life sciences; the public sector and international law. She is accustomed to working on extremely sensitive and high-profile matters, both nationally and internationally. In this episode, we continue our multipart series on the Wirecard accounting fraud. Today, we consider the role of Germany Inc. in the Wirecard saga.
Some of the highlights include:
- Wrap up of the most current event in the Wirecard saga.
- Where does Germany fit in the global economy?
- Other examples of German corporate fraud?
- Where is all this corporate malfeasance coming from?
- What is the co-determination management structure and how does it play into all this?
- Political fallout?
- EU response?
Welcome to the newest addition to the Compliance Podcast Network, Compliance and Coronavirus. In this episode, I visit with Andy Goldstrom, founder of Midcourse Advisors. Andy is a two-time Inc 500 executive and his team help companies grow profitably and do it fast. Andy works with business leaders who need to change and adapt to both sustain and propel their businesses forward. Given the impact of Covid-19 on small businesses, business leaders are understandably anxious and uncertain which direction to turn. In this episode, we visit about shifting to make your business more sustainable during the age of Coronavirus.
Some of the highlights include:
- How do businesses need to adapt in the era of Covid-19?
- What are the 4 Strategic Shifts businesses need to make to not only sustain themselves as businesses reopen, but also position themselves for growth in the second half of the year and into 2021?
- What tools and methodologies can I use to manage remote teams?
- How can I enhance my network in the current environment?
For more information on Andy Goldstrom or Midcourse Advisors, click here.
