In this episode, I visit with Vin DiCianni, Chief Executive Officer (CEO) and founder of Affiliated Monitors, Inc. (AMI), We discuss how the use of independent monitors has expanded. DiCianni noted that the use of independent monitors has greatly expanded over the life of AMI. This expansion has been at all levels of domestic government: in the federal sector, in the state arena and down to the municipal level. It has also expanded into the international sphere as well as the private sector. The DOJ began using monitors in the early 2000s around money-laundering prosecutions. Independent monitors were used by a wide variety of other federal agencies, from the Department of Transportation to the Department of Defense.
Tag: AMI
In this episode, I visit with Vin DiCianni, CEO and founder of Affiliated Monitors, Inc. (AMI) about his idea which led to the founding of AMI. DiCianni discusses how he developed the idea which led to the founding AMI. DiCianni began formulating the idea of an independent monitor when he observed a series of corporate punishments which he believed did not fit the crime. As a white-collar defense lawyer in the 1990s, DiCianni saw that there was only two ways a state regulator could go if someone was convicted of a transgression such as billing mistakes or similar regulatory violations. The licensed professional would either be convicted and have their state license suspended or revoked or there would be no prosecution. DiCianni viewed this as “a death sentence” for a licensed professional. He added, “It just seemed wrong to me, but there was nothing that was out there. For about seven, eight years, this idea just percolated in my head about doing something to create these alternative sanctions, if you will, on the probationary side of things. So that a doctor or the practitioner could get better.”
From this point, DiCianni was able to convince some state regulators in Massachusetts to try this third way of having an independent monitor step in and assess whether a professional, who had run afoul of a regulatory scheme, could be rehabilitated via a probationary structure. He then I reached out to a number of folks in the Boston area. Some of them were regulators, some were attorneys who represented folks before the state boards, some were acting state attorneys general and some were in business. With this idea coming to fruition, the next step for DiCianni was to create a business organization to fill this niche.
For more information on Affiliated Monitors, check out their website at www.affiliatedmonitors.com.
Welcome to the newest addition to the Compliance Podcast Network, Compliance and Coronavirus. In this episode, I visit with Mikhail Reider-Gordon who is Managing Director of Institutional Ethics and Integrity at AMI. In this role, she oversees the company’s corporate monitoring programs across a spectrum of industries. We discuss the compliance challenges in business reopenings (and perhaps closings) in the summer of 2020 and through the rest of the year.
Some of the highlights include:
- What are some of the key issues in business reopenings during Covid-19?
- What will continue for compliance during the summer of 2020 and through the rest of the year?
- Why is oversight even more important during Covid-19?
For me information check out the Affiliated Monitors website here.
In this episode, I visit with Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc. we consider the types of things a monitor would review to determine if a company adequately considered ethics and compliance during the M&A process. Grandon sees two distinct phases in the M&A process; pre- and post-acquisition. In each phase an independent monitor would look at different aspects of it. The first is the planning, the negotiation and the due diligence. This review goes up to the point at which the transaction is completed. From there is the post-acquisition phase, the integration phase. Grandon sees a distinct role in both the pre and post-acquisition phases for an independent monitoring. During the pre-acquisition transaction phase an “independent monitor can come in without preconceived notions, without shackles, as to any corporate expectations and do that deep dive that is really necessary for the parties if that information is shared or at least one of the parties to gain an understanding of what is being purchased or what is missing.”
In the integration phase, he noted the type of culture which exists through working with the respective workforces to understand what are their cultures. Are these cultures compatible in terms of bringing together a program to promote ethics and compliance? This requires, in many cases, deep dives, particularly the use of focus groups to get down to the workforce to get a true understanding of what some of the cultural elements that are in play. And in many cases, this is just a critical and complicated piece. From there, Grandon advocates moving into the controls area to literally put an independent set of eyes on the internal compliance controls. This is to help the parties understand the risk environment they find themselves in and the culture that is in play for the post-acquisition phase.
Moving to the post-acquisition phase Grandon noted that the independent monitor can also provide a key piece to help the integration phase. It can be a critical asset in this process of coming in helping management understand what it has acquired. This is the point there are no limitations on getting in and doing that deep dive with the workforce which already knows it’s been merged or acquired. Also the public already knows so no excuses for not getting in and getting a very good understanding the culture and how the workforce sees the ethics and compliance structure of the company.
Welcome to the newest addition to the Compliance Podcast Network, Compliance and Coronavirus. In this episode, I visit with Don Stern who is Managing Director of Corporate Monitoring & Consulting Services. In this role, Stern oversees the company’s corporate monitoring programs across a spectrum of industries: corporate, healthcare, financial services, environmental and others. Stern is the former United States Attorney for the District of Massachusetts. We discuss how the enforcement agencies such as the Department of Justice, Securities and Exchange Commission and US Attorneys are responding to the pandemic and in particular any crimes, fraud and financial abuses arising out of the crisis.
Some of the highlights include:
- What are some of the key government initiatives during Covid-19?
- What will be the cadence of enforcement during the summer of 2020 and through the rest of the year?
- Has self-reporting become even more important during Covid-19?
For me information check out the Affiliated Monitors website here.
Welcome to the newest addition to the Compliance Podcast Network, Compliance and Coronavirus. In this episode, I visit with Jerry Coyne who is Managing Director of State Monitoring Services at Affiliated Monitors, Inc. At Affiliated Monitors, Mr. Coyne oversees monitoring agreements with corporations, healthcare entities and individuals. We discuss the rise of telemedicine during the Covid-19 health crisis and what it may mean for compliance.
Some of the highlights include:
- What is telemedicine?
- Why has it risen so quickly during the Coronavirus health crisis?
- What are some of the compliance, data privacy and other challenges arising from the rise of telemedicine?
For me information check out the Affiliated Monitors website here.
In this episode, I visit with Don Stern, Managing Director of Corporate Monitoring & Consulting Services. We explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context and the impact that M&A has on both the acquired entity and the acquirer. Stern began by noting the inherent risk in the entire M&A process. Yet, the culture perspective is not often considered in the pre-acquisition phase. Stern believes companies are making a big mistake in doing so. Companies spend huge amounts of resources to hire lawyers, investment bankers, accountants for the pre-acquisition phase. They scrub the financials, look at income and look at revenues and expenses. Yet they often spend almost no time in looking at issues like the ethical culture of the company to be acquired. Stern stated, “I’ve never quite understood that everyone understands the risk of any acquisition. That the company picture may not work out quite as rosy as was expected. They may be some synergies that were expected from an expense point of view that don’t quite work out.”
The lack of knowledge on each parties culture can lead to many problems in the post-acquisition phase. Stern emphasized that the key is to not only come in with a plan but to listen and be attentive while implementing the plan. This can lead to a standoff in accomplishing the integration steps required under the Foreign Corrupt Practices Act (FCPA) or similar legislation. However, this is the situation where an independent monitor can assist both parties. Even after closing, an independent integrity monitor can come in and help to smooth out the process. An independent third party comes in with credibility and experience which allows employees at the acquired entity to communicate their concerns in a way that really is very helpful to the acquiring company. Employees can communicate such basic issues as they do not understand the new training they are required to go through, how things do not seem to fit together or the most basic question of why they are now required to do something. Employees can explain why risk areas may exist in other places but not exist in some others. Someone who is truly independent, with no stake in the game, can help make those explanations in a non-threatening way. The key is that independent third-party expert.
In this episode I visit with Eric Feldman on the why’s, what’s and how’s of an independent assessment of a target. Feldman began with the observation that most of the issues in the M&A context come from the target or acquired company and most usually from the acquiring entity simply not paying enough attention during the pre-acquisition phase and making a discovery post-closing. This one of the reasons the Department of Justice (DOJ) has put such important stock in the pre-acquisition phase where a company needs to perform compliance due diligence and a risk assessment which will inform the entire process.
Near and dear to my mantra of Document, Document, and Document, was Feldman’s thoughts on keeping a thorough record of your entire process. Not only should the target (or at least you would hope) have a documented process of all of the above issues, but you should be sure to document your entire pre-acquisition process as well. This could be important if you discover any nefarious conduct in the pre-acquisition phase which you should report to the DOJ or if such discovery occurs after closing. If it happens after closing you will need to be able to document the reasonable steps you took in pre-closing and how you will remediate the issue(s) going forward.
Finally, your pre-acquisition investigation and due diligence will inform your post-acquisition steps. Hallmark 10 of the Ten Hallmarks of an Effective Compliance Program mandates that companies will develop and implement policies and procedures for mergers and acquisitions requiring the company to conduct appropriate risk based due diligence on potential new business entities including Foreign Corrupt Practices Act (FCPA) and anti-corruption due diligence. Obviously, this should be a documented process. By having an independent third party do this, with a documented process, it can lower the risk if there is a problem. As problems are identified, the acquiring entity can decide whether to go forward with the M&A. If there is a very specific identification of misconduct, the company can make a disclosure to the DOJ. By using this process, there is a road map created for remediating the issue as a part of your post-acquisition steps after closing.
In this episode I visit with Vin DiCianni on how ethical culture is a part of an overall ethics and compliance program assessment and how to go about it. We began with an exploration around the areas assessed to help determine if a company has an ethical culture. DiCianni said you need a framework for such an assessment. DiCianni advocates starting with the program itself. This means a review of what does the organization’s compliance program look like and does it meet the foundational tenants? He would ask such questions as whether it is educational; does it have a process for detection; and is there some type of remediation when something is found? From this baseline, you might consider what the company is doing for training to educate their staff, are they really touching on the elements of the parts of education that the staff need and is it meaningful to them in their positions? In other words, is the training both focused and effective?
DiCianni concluded with accountability. He said, “I think the other one that I can’t emphasize enough is accountability. You know if there are serious violations of an ethics policy of the company, be it conflicts of interest or code of conduct. If nothing is done about it, everyone in the organization knows about that. It diminishes all of the efforts that have gone into creating this program and trying to have an ethical culture. If you do not do anything to enforce it, when something serious happens, it literally becomes a futile exercise”.
In this episode I visit with Eric Feldman on how a company can begin to assess its own culture. We began by considering whether a company should try and perform a self-assessment of its own culture or whether it should bring in a truly independent professional to do the assessment. Feldman said that both are valid but each has a different focus. The self-assessment is really more akin to ongoing monitoring. In this scenario, a company has the responsibility to monitor its own workforce and culture literally on a day-to-day basis. He stated, “That ongoing monitoring and oversight is critical to being able to manage what is a very normal ebb and flow of the culture in an organization. Cultures are dependent on people and people come and go in companies and that can influence the culture. The market and financial stress can influence the culture and what happens within a company.” These are all things a company should track and monitor.
The bottom line is that it is helpful to take the temperature of your employees internally by doing regular monitoring of your company to understand its culture and what needs to be done. However, employees are not going to be as honest and forthcoming with someone in their company as they would be with an independent third-party. This is because employees are almost always afraid of the potential blow back from superiors. Employees will be much more reserved with people that they know or people in their own company so it can be much more powerful and much more effective for an independent third party performing cultural assessment work.
