Legal Risk Management Strategies for Multinational Enterprises

PART ONE: FEDERAL PROSECUTION OF BUSINESS ORGANIZATIONS

1. Theoretical Foundations
   • “No Body To Kick; No Soul To Damn”
   • Imputed Culpability: Respondeat Superior
2. Evolutio
   • 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

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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