I have been visiting with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this fourth episode I visit with Grandon about the types of things a monitor would review to determine if a company adequately considered ethics and compliance during the M&A process. 

In this episode we discuss:

1. What kinds of things would a monitor review to determine if a company adequately considered ethics and compliance during the M&A process?
2. What steps can a company take to ensure that the merger/acquisition goes smoothly and there are minimal conflicts?
3. What are some of the warning signs of residual conflicts from an M&A that require attention?

Over this special five-part podcast series, I will visit with Eric Feldman, Senior Vice President, Don Stern,  Corporate and Rod Grandon, Managing Director Government Services; all from Affiliated Monitors, Inc., who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition context. In this third episode I visit with Feldman planning out your post-acquisition merger strategy. 

In this episode we discuss:

1. What steps does a company need to take during an M&A to satisfy DOJ or any other governmental requirements relating to integration?
2. What areas should be addressed in an integration plan?
3. What kinds of problems would an integration plan hopefully help mitigate or avoid?
4. Can you provide some examples where an integration plan would have helped avoid future ethical failures?

Over this series, I am visiting with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this first episode I visit with Feldman on the why’s, what’s and how’s of an independent assessment of a target.

In this episode some of the key discussion points are:

1. What kinds of things should companies look for when doing M&A due diligence?
2. What questions should be asked to determine if there is a challenge with the corporate ethical culture of a target company?
3. With often limited access and information in a confidential transaction, how is a company supposed to get the data it needs to determine the status of a company’s ethics and compliance program?
4. Can you provide some examples where better due diligence might have changed the outcome where ethical failures subsequently occurred?

In this episode, I visit with podcast fan favorite Laura Perkins, a partner at Hughes, Hubbard and Reed. We discuss the recent 2ndCircuit Court of Appeals decision in the Hoskins matter. With Laura’s background as a former Justice Department prosecutor in the FCPA Unit, she brings a wealth of knowledge to what the decision may portend for the prosecution of FCPA cases going forward and how may impact corporate compliance programs as well. Some of the discussion highlights include: 

1. Background to Hoskins case;
2. Summary of facts of the case;
3. Court holding;
4. Implications for DOJ in prosecutions under the FCPA and other US laws; and
5. Implications corporations doing business outside the US.

For a copy of the Hoskins opinion, click here. 

As the Houston Texans head to Boston for the NFL Season Opener and the Houston Astros head to Boston for a preview of the ALCS , Tom and Jay are back with a look at some of the week’s top compliance and ethics stories.

1. Big pharma member Sanofi settles FCPA violations with $25MM penalty. Dick Cassin reports in the FCPA Blog. Sam Rubenfeld reports in the WSJ Risk and Compliance Journal.
2. SEC lays out two large whistleblower awards. Matt Kelly details it on Radical Compliance. See SEC Press Release. See full SEC Order.
3. Do you have a whistleblower triage system? Jonathan Marks explains what it is and why you need it on his Board and Fraud
4. Three former senior executives from Telia, including the former CEO, go on trial in Sweden for paying bribes in Uzbekistan. See report in RadioFreeEurope.
5. More thoughts and reactions on Hoskins. Matthew Stephenson weighs in on the Global AntiCorruption Blog. Jon Rusch explores what the decision did and didn’t say in Dipping Through Geometries. I explore on the FCPA Compliance Report with former DOJer Laura Perkins (releases Monday, Sept. 10)
6. ING settles money-laundering violations with Dutch authorities for $900 million. SEC issues anti-piling on declination. Jaclyn Jaeger on the settlement in Compliance Week (sub req’d). Harry Cassin on the SEC declination in the FCPA Blog.
7. UK High Court restores attorney/client privilege in internal investigations. See Gibson Dunn client alert. See full Court Opinion here.
8. Anonymous reporting is viewed as critical in the world of anti-corruption compliance. What about in the world of politics? Tom, Jay and Matt debate the anonymous NYT Op-Edpiece detailing the insanity in the White House.
9. How does FOIA apply to FCPA (and other) monitorships? See article in National Law Review.
10. Want the top compliance training from the guy who wrote the book on compliance? Tom will put on a Compliance Master Class in Boston, September 25 & 26, hosted by Affiliated Monitors. Registration and information, click here.
11. Want a 50% discount to one of the top compliance conferences around? Join Tom and AMI’s Eric Feldman at CONVERGE18 in Denver on October 9-11. I hope you can join me at the event. For information on the event, click here. As an extra benefit to fans of This Week in FCPA, CONVERGE18 is offering a 50% discount off the registrationEnter discount code TOMFOXVIP.
12. The Astros magic number is 19 (Jay is far too traumatized to put one on the Red Sox) as they head up to Fenway Park for a three-game series which is a preview of the ALCS. In other news, the Texans head to Foxborough to continue their 0 for Brady streak.

For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

Welcome to Everything Compliance, the only roundtable podcast in compliance. Inspired by our UK colleague, Jonathan Armstrong who inquired if we could explore the guilty plea of Michael Cohen and the guilty verdict against Paul Manafort, we dedicate the next two episodes to issues surrounding, raised by or related to these two events. In this episode we have Mike Volkov and Matt Kelly. Next week Jay Rosen and Jonathan Armstrong. After the commentary we follow with rants.

1. Mike Volkov-from Cohen an explanation of how prosecutors build cases with witness flipping. From the Manafort trial, how do prosecutors use documents to tell a credible story when the prime prosecution witness is a slime ball like Rick Gates. Mike rants the absence of any class at the White House in their treatment of the death of John McCain.

2. Matt Kelly-Trump has attacked Cohen for being a ‘rat’ and praised Manafort for keeping his mouth shut. Can you use this as an opening to explore what such a diatribe might mean for corporate whistleblowing, particularly in view of the new proposed SEC whistleblower rules. Matt rants against the scooter-share company Bird, which is invading and the retreating from communities without approval, apologies or so much as a by-your-leave.

The members of the Everything Compliance panelist 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– Rounding out the panel is our UK colleague, who is an experienced lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com

The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist.

In this episode of 12 O’Clock High, a podcast on business leadership, Richard Lummis and I continue to explore leadership lessons from GE. Today, we continue our exploration of the travails at GE, focusing on the mergers and acquisition strategy which led to the company’s problems. Some of the issues we consider are: 

• How should management view M&A opportunities?
• What support should you provide a newly acquired entity?
• How can you facilitate cultural integration? 

Sources:

How Jeffrey Immelt’s ‘Success Theater’ Masked the Rot at GE

GE: A Total Leadership Failure

GE’s Fall Has Been Accelerated by Two Problems. Most Other Big Companies Face Them, Too

HBR Idea Cast-Learning from GE’s Stumbles

In this episode of the CONVERGE18 Preview Podcasts series, I visit with Eric Feldman, Senior Vice President at Affiliated Monitors. We discuss the issue of perverse incentive and compliance. Some of the issues we tackle in this podcast are:

• What are perverse incentives?
• How can an organization determine if its incentives undermine its culture?
• What is the role of management in setting incentives?
• How can a company align its values with its incentives?

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

• Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
• Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
• Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
• The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

In this episode of the CONVERGE18 Preview Podcasts, I visit with Ellen Hunt, Senior Vice President, Audit, Ethics & Compliance Officer at AARP. We discuss the role of the Board of Directors and compliance. Some of the issues we tackle in this podcast are:

• The role of the Board and the C-Suite and why is it important to running an effective ethics and compliance program.
• A CCO must build trust with your Board and your C-Suite that you are a practical and reasonable business person who is there is help resolve problems not unnecessarily embarrass them.
• Why E&C expert is needed on the Board.
• The role of the CCO and Board is that of a partnership and for it to work there has to be education, understanding and communication.

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

• Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
• Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
• Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
• The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

In this episode of the CONVERGE18 Preview Podcasts series, I visit with Philip Winterburn, Chief Product Officer at Convercent. We discuss the issue of perverse incentive and compliance. Some of the issues we tackle in this podcast are:

• What kind of KPIs demonstrate employee engagement?
• How are you using KPIs in your compliance program?
• Why KPIs are key to demonstrating ROI in compliance?
• How does higher employee engagement demonstrate more institutional justice?

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

• Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
• Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
• Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
• The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

In this episode of the CONVERGE18 Preview Podcasts series, I visit with David Bunker, Compliance Officer at Vulcan Inc. We discuss managing the risk of conflicts of interest when employing workers in the GIG economy. Some of the issues we tackle in this podcast are:

• Assessing and then managing your entity’s risks;
• Why conflicts of interest are different in the GIG economy;
• What tools can you use to manage risk, which may lie outside a compliance function; and
• How compliance can partner with other corporate functions for greater efficiencies.

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

• Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
• Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
• Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
• The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.