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Because That's What Heroes Do

WandaVision: Episode 1 – Filmed Before a Live Studio Audience

In this podcast series, two complete MCU fans, Tom Fox, founder of the Compliance Podcast Network, and Megan Dougherty, co-founder of One Stone Creative, indulge in a passion for all things in the Marvel Cinematic Universe. We previously reviewed all the movies, and now we begin a series on WandaVision. If you want to indulge in your love for the MCU with two fans passionate about all things MCU, this is the podcast series for you. We begin with Episode 1, Filmed Before a Live Studio Audience for this offering.

Some of the highlights include:

Ø  The story synopsis.

Ø  What are the key plot points?

Ø  What were some of our favorite cookies?

Next up in our series WandaVision, Episode 2, Do Not Touch That Dial.

Categories
The Woody Report

Twitter v. Elon Musk

Welcome to The Woody Report, where Washington & Lee School of Law Associate Professor Karen Woody and host Tom Fox discuss issues on white collar crime, compliance issues, international corruption, securities and accounting fraud, and internal corporate investigations. From current events to topical issues to academic research and thought leadership, Karen Woody helps lead the discussion of these issues on the new and exciting podcast. In this episode, Tom and Karen explore the Twitter lawsuit against Elon Musk for failing to follow through on his agreement to purchase Twitter. Some of the issues we explore include:

  1. Twitter Complaint
  2. What is specific performance?
  3. What is an equitable remedy?
  4. Why is this matter in Delaware?
  5. The judge and her role.
  6. The discovery to date.

Resources

Karen Woody on LinkedIn

Karen Woody at Washington & Lee, School of Law

Categories
Creativity and Compliance

Lessons from EY Enforcement Action

Where does creativity fit into compliance? In more places than you think. Problem-solving, accountability, communication, and connection – all take creativity. Join Tom Fox and Ronnie Feldman on Creativity and Compliance, part of the award-winning Compliance Podcast Network. In this episode, Tom and Ronnie continue their short series of provocative statements on compliance training and communications, followed by a discussion. In this episode, Tom riffs on the recently released EY enforcement action and Ronnie chimes in with lessons learned for compliance training and communications.

 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 training 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 more engaging delivery.

Tales from the Hotline – check out some samples.

Categories
Daily Compliance News

August 5, 2022 the Oops edition

In today’s edition of Daily Compliance News:

  • The jury picked in ex Blue Bell CEO criminal case. (Food Safety News)
  • SEC addresses COIs. (Reuters)
  • Binance investigation teams bitches about news coverage. (CoinDesk)
  • Alex Jones’s lawyers ‘accidentally’ sent all his texts to opposing counsel. (Houston Chronicle)
Categories
Greetings and Felicitations

Winnie the Pooh Explains Compliance: Part 4 – Piglet and Finance

This week I am exploring a five-part series on compliance as seen through the lens of Winnie the Pooh and the characters who live in the Hundred Acre Woods. Today I discuss Pooh’s best friend, Piglet, and use Piglet to consider the role of finance in a compliance program.

Piglet has some great adventures (or sometimes misadventures), such as giving Eeyore a birthday balloon that pops or getting lost in the Hundred Acre Wood mist and helping to rescue Pooh and Owl after they are trapped in Owl’s fallen house. My favorite Piglet tale is when Eeyore mistakenly offers Piglet’s house as a new home for Owl after his house has blown down. Piglet nobly agrees to let Owl have the house, at which point Pooh asks Piglet to live with him, and Piglet accepts. This poignant story shows the true meaning of friendship and any Pooh story I know.

I cannot think of any character more able to illustrate the role of finance in compliance than Piglet. He is obsessed with keeping things neat and tidy and sometimes has an inferiority complex, although his friends think highly of him. Sort of like finance.

Finance has roles in the prevention, detection and remediates prongs of any compliance program. In the prevent prong, this is most particularly true around offshore payments, generally defined as payments made to a location other than the home domicile of the payee or the location where the services were delivered. If a Tunisian agent who performs services in Dubai asks for payment in a location other than Dubai or Tunisia, that will qualify as an offshore payment. If you train people in finance on this issue, they may well pick up the phone and notify compliance when they see a request for payment in a geographic location separate from one of the two standard payment venues. When properly documented, those types of communications demonstrate that your compliance program is operationalized into the fabric of the organization.

The bottom line is that not only can finance be one of the compliance function’s strongest corporate allies but that the role of finance, by its nature, works to operationalize compliance. This is because to implement the appropriate internal controls around compliance, finance must know the specific requirements of compliance know what kinds of issues are likely to come up that might create a risk of bribery and corruption, all leading to an understanding of the appropriate compliance internal controls to implement around payments.

Join me tomorrow when I conclude with Winnie the Pooh and his influence on the Chief Ethics and Compliance Officer (CECO) role.

Categories
Hidden Traffic Podcast

More About the Uyghur Forced Labor Prevention Act with Virginia Newman

 

Virginia Newman is a trade and white-collar compliance attorney, and counsel in the international department at Miller & Chevalier. She advises on Foreign Corrupt Practices Act (FCPA), anti-money laundering (AML), securities laws, anti-forced labor laws, and other human rights-related issues. Virginia also specializes in investigations and litigation. She joins host Gwen Hassan to explore key points in the Uyghur Forced Labor Prevention Act.

 

 

There has been a debate around which comes first: mapping your supply chain or doing a risk assessment. Rather than making it a chicken or the egg scenario, Virginia believes mapping your supply chain is a part of a risk assessment and due diligence. The first step in performing a risk assessment is discussing your products with your product team, she shares: figuring out which products have high-risk inputs, and which ones you should focus on mapping first.

 

This is especially important for large companies that import and distribute countless products. There may be too many products to have a fully mapped and detailed supply chain for every one of them. Taking it one input at a time breaks down the line item list to a more manageable level.

 

Resources

Virginia Newman on LinkedIn

 

Categories
Presidential Leadership Lessons for the Business Executive

Leadership Lessons from the Presidency of Rutherford B. Hayes

This episode begins a short series on Gilded Age Presidents, now largely forgotten. In this episode, we take up Rutherford B. Hayes and try to mine the issues he faced for some leadership lessons for the 21st-century business executive. Some of the problems we consider include:

1. Hayes Educational and Professional Background

2. The Disputed Election of 1876 and Compromise-(1)Election Commission; (2) Terms of the Compromise, and (3) Was it necessary?

3. Hayes’ Presidency-(1) Reconstruction ends-was it inevitable? (2) Civil Service Reform; (3) Cabinet Selections; (4) Port of New York; and (5) the Post Office.

a. Foreign Policy-(1) Paraguay War settlement; (2) Mexican border crisis; and (3) Immigration issues.

b. Great RR Strike of 1877, the Great Western Tour, his Indian Policy and Lemonade Lucy

4. Hayes Leadership Issues-

(1)“He serves his party best, who serves his country best.”;

(2) Rutherford the Rover;

(3) Use of veto and

(4) Conflicts with Congress over Congressional v. Executive Power.

Categories
Daily Compliance News

August 4, 2022 the Bain Barred edition

In today’s edition of Daily Compliance News:

  • What’s the cost of a data breach? (Third-Party Trust)
  • AG to investigate companies that evaluate ESG. (Reuters)
  • Bain was barred from working for the UK government. (FT)
  • Former Mexico President under investigation for money laundering. (France24)
Categories
Blog

Would You Buy a New Car From Them? Part 2 – Lessons for Compliance

Over this series, I am reviewing the corruption enforcement action Involving the company formerly known as Chrysler Group LLC, now FCA US LLC (Chrysler or the company herein) which was criminally sentenced to pay a fine of over $96 million and a forfeiture money judgment over $203 million. These amounts were above a previous civil penalty of $310 million. All of this was for designing a vehicle emissions system for the company’s Jeep Grand Cherokee and Ram 1500 that would evade federal emissions standards for diesel vehicles and then lying about it to federal authorities. It was a different type of corruption from a Foreign Corrupt Practices Act (FCPA) enforcement action but corruption, nonetheless. Today, I want to consider some of the lessons for the anti-corruption compliance professional.

The actions by the company are instructive for what not to do in any corruption investigation. The Plea Agreement specified that the company did not receive credit for self-disclosure as it did not self-disclose its criminal conduct or fraud. The company did receive some cooperation credit for cooperating during the scope of the investigation but did not receive any credit for failures in both taking timely remedial action and for failing to discipline senior executives who were involved in or had knowledge of the criminal action and fraud. (Recall that one executive involved directly in the fraud was with the company until 2020.)

All these actions were very costly to the company in terms of how it was evaluated under the US Sentencing Guidelines. Under Section 8(C)2.5(g)(2) a company can receive credit of up to five (5) points for cooperating in the investigation and affirmatively accepting responsibility for it’s conduct. The company only received a two (2) point discount. Since the Plea Agreement specified the company did cooperate in the investigation, it clearly did not accept responsibility for its conduct. The lack of those three points in discount cost the company somewhere in the estimated range of $20 to $30 million in additional fines and penalties.

The Plea Agreement also specified for the first time the Monaco Doctrine of evaluating past conduct as a part of the overall evaluation of the company. The Plea Agreement detailed that the company had a prior criminal conviction for bribery and corruption under the National Labor Relations Act (NLRA) for bribing union officials. However, it is not clear how that worked into the overall fine and penalty except to note that the company paid the maximum under the US Sentencing Guidelines, after credit for the civil penalty.

Additionally, while there is no requirement for a monitor in this resolution of the criminal action, there was a such a requirement in the Consent Decree from the civil action. It mandated an Independent Compliance Auditor for a period of three years from the resolution of the civil matter, which was May 2019.

Lessons Learned

There are multiple lessons for the anti-corruption compliance professional from this enforcement action. Obviously, the need to engage in robust remediation for the matter at issue and your compliance program is critical. Moreover, and once again the Department of Justice (DOJ) criticized a company for tardiness in disciplining those who were involved in the fraud or those who were aware of it. As I noted in Part 1, multiple former company employees were criminally indicted for their conduct in this sordid affair. Yet some of them were with the company until 2019 and 2020 and not all were terminated, some left the company in voluntary separations, which sounds suspiciously like retirements. Such actions could save your organization literally millions of dollars.

One of the clearest, which was not stated in any of the resolution documents, was that every Chief Compliance Officer (CCO) needs to read the newspapers and stay abreast of current events in their industry. It was September 2015 that the Volkswagen (VW) emissions-testing scandal became public. It was by far the largest scandal in emissions-testing and cost VW billions in investigative and remediation costs, fines, penalties, buy-backs, market share loss and reputational damages. To say that anyone at the company was not aware of it is to simply defy belief.

Beyond just the CCO, every Board member was no doubt aware of the VW emissions-testing scandal. Under the current state of the Caremark Doctrine, there may well be a duty to make an inquiry by the Board of auto manufacturers to senior management to investigate if they have been involved in similar conduct. Here we do not know how the scandal got to the attention of the DOJ, but it was clear from the Plea Agreement, it was not from self-disclosure. CCOs and Boards need to be much more proactive when competitors get into trouble about investigating similar products or services which could lead to criminal and civil fines and penalties.

This matter warrants consideration by every CCO in every US public and private company. Every CCO can also use the case as instruction and training for both senior management and their company Board of Directors.

Resources

DOJ Press Release

Information

Plea Agreement

Consent Decree from the civil action

Categories
Blog

Tribute to Vin Scully

In this special blog post, I want to pay tribute to the greatest baseball play by play announcer during my lifetime, Vin Scully, who passed away yesterday at age 94. According to his obituary in ESPN.com, Scully called Brooklyn and later LA Dodger games for 67 years, starting in the 1950s and moved with the team to Los Angeles in 1958. He called some of the most memorable plays in baseball along the way with the two most notable being Hank Aaron’s 715th home run and Kirk Gibson’s 1988 World Series Game One walk off homer (I don’t believe what I just saw.) He also called the complete game of Sandy Kofaux perfect game, Mookie Wilson’s single which went through the legs of Bill Buckner, breaking the hearts of all New England in 1986 and to my eternal regret the game-ending touchdown throw by Joe Montana to Dwight Clark in the 1981 NFC Title Game, which ended the Dallas Cowboys 1970s dynasty.

Tim Erblich sent me the following quote from Bob Costas which appeared in an ESPN tribute to Scully from 2016, “”Somewhere around 1994, ’95, I was interviewing Ray Charles for an NBC news magazine and probably spent a couple of hours talking with him. … Then, when we’re done and the cameras had been turned off, he says to me, ‘You know who I would really like to meet?’ And I’m thinking, ‘He’s Ray Charles. He could have met just about anybody he’d wanted to have met throughout the course of his life. Who might it be?’ … ‘Vin Scully.’ And I say, ‘Why?’ And he says, ‘Well, because I love baseball. But you have to understand, to me the picture means nothing. It’s all the sound. And Vin Scully’s broadcasts are almost musical, so I enjoy baseball so much more listening to him.’ … So I set it up with Vin and took Ray to Dodger Stadium. I was sitting across from Ray, and there was an empty seat awaiting Vin’s arrival, and Vin came walking through the door wearing — as I remember — a royal blue jacket, the way he is always turned out for a baseball broadcast. And as he walked toward Charles, he said, ‘Ray, my name is Vin Scully, and it’s a pleasure to meet you.’ He might as well have said, ‘A pleasant good evening to you wherever you may be,’ because that’s how it struck Ray. And then they sat down, and we had a combination baseball and music discussion. Vin had a nice experience. And Ray Charles — and I mean this sincerely — he’s Ray freaking Charles — I believe he had one of the great experiences of his life.””

Scully was more than the Dodgers play by play guy; he was America’s play by play guy. He could make the sights, sounds and statistics of a baseball game sing with color. He put his love of the game into each call so that you could see the beauty of each pitch and each swing of the bat. While there have been many tributes to Scully, the one I want to salute comes from life-long Dodger fan Adam Turteltaub who said “Summers here will be a lot quieter.” Farewell Vin Scully.

Vin Scully Great Calls (from YouTube)

Hank Aaron 715

Kirk Gibson Walk off

Mookie Wilson Single

Montana to Clark

Field of Dreams Poem