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Wal-Mart’s Recent Disclosures

Wal-Mart

Last week, Wal-Mart made several disclosures that touched upon its Foreign Corrupt Practices Act scrutiny and compliance enhancements. The materials were released in advance of Wal-Mart’s June 2nd annual meeting.

This post highlights FCPA and related information in Wal-Mart’s Annual Report, Proxy Statement, and Global Ethics and Compliance Report. The later will be of interest to compliance practitioners.

In short, regardless of what may (or may not) have happened at Wal-Mart approximately 5-10 years ago, it is clear that Wal-Mart has become an industry-leader in FCPA compliance best practices. Anyone who fails to acknowledge this is simply not credible.

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Friday Roundup

Roundup

FCPA sentence, scrutiny alerts and updates, flummoxed, lots of time to watch film, and for the reading stack. It’s all here in the Friday roundup.

FCPA Sentence

This December 2016 post highlighted the DOJ’s announcement of FCPA conspiracy charges and plea agreements against four individuals (Daniel Perez, Kamta Ramnarine, Victor Valdez, and Douglas Ray) associated with Hunt Pan Am Aviation in connection with a Mexican bribery scheme.

Perez and Ramnarine were both previously sentenced to three years probation and Valdez was sentenced to 1 year and a day in federal prison, 2 years of supervised release, and ordered to pay approximately $91,000 in restitution.

Yesterday, Ray was sentenced to 18 months in federal prison, 3 years of supervised release, and ordered to pay approximately $590,000 in restitution.

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Delaware Court Once Again Rejects “The Conclusory Allegation That Because Illegal Behavior Occurred, Internal Controls Must Have Been Deficient, And The Board Must Have Known So”

rejected

In my non-FCPA life, I teach a variety of courses such as corporations and securities regulation.

Because of this, I continue to scratch my head as to the seeming inability of certain FCPA commentators to grasp certain basic aspects of the legal framework regarding corporate law and governance.

For instance, this recent post is titled “When Will Shareholders Force Boards to Do Compliance” and the commentator asserts: “[with] any of the companies which were embroiled in Foreign Corrupt Practices Act (FCPA) matters which recently settled, where was the Board when the company was busy paying out millions in bribes, in some cases literally across the globe?”

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ISO 37001 – Not Quite A “Complete Yawner”

Print

A goal of FCPA Professor has always been to foster a forum for critical analysis and discussion of the Foreign Corrupt Practices Act and related topics.

Consistent with this goal, today’s post is from Christopher Bell (Greenberg Traurig) responding in part to my October 2016 post titled “ISO 37001 Is A Complete Yawner.”

Bell was a member of the U.S. team involved in the negotiation and drafting of ISO 37001, has been involved in the negotiation and implementation of various ISO standards since the mid-1990s, and has decades of experience advising companies around the world on the evaluation and implementation of compliance systems.

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DOJ Highlights 11 Factors Relevant In Evaluating A Corporate Compliance Program

DOJ2

Last week the DOJ released this document highlighting 11 factors relevant in evaluating a corporate compliance program.

The factors should be familiar to compliance professionals well-versed on best-practices policies and procedures (whether in the FCPA context or otherwise) and there is really nothing new about the document (indeed the document cites to sources long in the public domain). Yet the document, the origins and purpose of which are not known, was released by a “new” DOJ with new leadership and is thus worthy of highlighting.

Organizing the existing body of best practices in one document is all fine and dandy. The more important question however is what should happen if a business organization acts consistent with the factors but an employee nevertheless exposes the entity to legal liability. Consistent with the FCPA-like laws of many peer countries, this should be relevant as a matter of law and not merely in the opaque, inconsistent, and unpredictable world of DOJ decision making. (See here).

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