Legal Risk Management Strategies for Multinational Enterprises

Learn the core legal concepts underlying business compliance – the new paradigm in corporate accountability and risk management – in this four-part course designed for law firms seeking to expand their services for international clients and in-house counsel helping their companies go global. Hear top academics and practitioners explain the impact on transnational business operations, and the steps that enterprises can take to mitigate risk of civil and criminal liability.

PART ONE: FEDERAL PROSECUTION OF BUSINESS ORGANIZATIONS

1. Theoretical Foundations
   • “No Body To Kick; No Soul To Damn”
   • Imputed Culpability: Respondeat Superior
2. Evolution
   • Federal Sentencing Guidelines for Organizations
   • The Thompson Memo And Its Progeny
3. Risk/Reward Structure
   • Principles of Federal Prosecution of Business Organizations
     • Rewarding Disclosure And Cooperation
     • Shepherding Corporate Compliance Programs
     • Monitoring Future Compliance

­­­­

PART TWO: FEDERAL OVERSIGHT OF CORPORATE GOVERNANCE

1. Foreign Corrupt Practices Act (FCPA): Accounting Provisions
   • What Is Covered?
     • Books And Records
     • Internal Control
       • COSO Framework
         • Defining Internal Control
         • Components of Internal Control
   • Who Is Covered?
     • Issuers
     • Subsidiaries: Consequences Of Ownership
     • Affiliates: Consequences Of Control
     • Others
   • Interplay With Sarbanes Oxley Act (SOX)
     • Officer Certification (§302)
     • Duty To Report On The Adequacy of Internal Controls (§404)
     • Whistleblowers
2. FCPA: Anti-bribery Provisions
   • What Is Covered?
     • Prohibited Dealings With Foreign Officials
     • Prohibited Intent
   • Who Is Covered?
     • Issuers
     • Domestic Concerns
     • Territorial Jurisdiction
3. Accountability For The Conduct Of Others
   • Agency
   • Concert of Action
   • Jurisdictional Implications

PART THREE: THE EFFECTIVE COMPLIANCE PROGRAM

1. Intersection With Internal Control
2. The Ten Commandments
   • Role of Senior Management
   • Codes, Policies, Procedures
   • Oversight, Autonomy, Resources
   • Risk Assessment
   • Training
   • Incentives and Deterrents
   • Due Diligence
   • Detection and Reporting
   • Auditing, Testing
   • Mergers and Acquisitions

PART FOUR: THE BUSINESS ETHICS PROGRAM

1. Global Values: OECD Guidelines for Multinational Enterprises
   • Transparency
   • Human Rights
   • Labor Relations
   • Environment
   • Anti-corruption
   • Consumer Rights and Safety
   • Technology
   • Competition
   • Taxation
2. The Responsible Business Enterprise (RBE) In The Global Marketplace
   • Responsible Conduct
   • Responsible Management
3. Building The Ethics Program
   • Planning
   • Standards
   • Infrastructure
   • Evaluation