LAW 7213 :
Corp Compliance Risk Mngmnt

This course will service as an introduction to compliance and ethics programs. The course is intended to blend the legal and regulatory basis for compliance programs with more practical discussions of how to implement a compliance and ethics program. The goal of the course will be to provide an overview of ethics and compliance programs in a practical way so that students with an interest in this area will have solid grounding if they choose to pursue opportunities in the compliance field or an in-house attorney. While the course will explain the theories behind compliance and ethics programs it is specifically intended to focus on how to create and run a compliance and ethics program. With that in mind, we will discuss the origins of corporate compliance programs and how cases such as WorldCom and Enron changed expectations for corporations. We will also look at statutory scheme such as Sarbanes Oxley that mandated compliance obligations on corporations. After that we will exp lore, how enforcement agencies such as the US Department of Justice view compliance programs and how US Sentencing Guidelines treat compliance programs. We will look at deferred prosecution agreements and the compliance and ethics program and discuss strategies that companies use to implement compliance programs. We will address items such as whistleblower hotlines, risk assessments, codes of conduct, conflicts of interest, policies and procedures, auditing and monitoring programs and tone at the top. We will discuss the role of a chief compliance officer and the corporate governance issues such as reporting to boards of directors and privilege considerations that general counsels and chief compliance officers face on a daily basis. Finally, we will look at specific risk areas and building compliance programs to address these areas. As an example, we will look at the joint guidance issued by the Department of Justice and SEC regarding effective anticorruption (FCPA) compliance programs.