Courses

    To varying degrees, the current credit crisis as well as the corporate scandals of the past decade resulted from or were exacerbated by failures of governance, internal controls, and compliance. These failures included violations of financial reporting and disclosure requirements, and ineffective corporate governance and oversight. The failures also stemmed from undisclosed conflicts of interest, ineffective risk management, and circumventions of core corporate policies, procedures, and controls. Corporate entities as well as board members and senior executives have paid the price—financially and reputationally—for these breakdowns. As a result, regulators, investors, and other stakeholders are demanding that companies design and implement enhanced governance, control, and compliance programs and periodically reevaluate the effectiveness of such programs in response to changing legal and regulatory requirements and business operations and realities. This course will provide students with an overview of the current and evolving legal standards, regulatory requirements and expectations, and emerging best practices with the goal of educating future and current in-house lawyers, outside counsel, and attorneys at regulators on how to design, implement, and maintain effective corporate governance, internal control, and compliance programs.

The course begins by evaluating economic, regulatory, and reputational arguments for and against strong compliance and governance programs and controls. Next, the course explores basic principles of state corporate law—such as officers’ and directors’ duty of care—as one genesis for creating and maintaining effective controls and compliance programs. The course then probes keys to an effective compliance program by reviewing selected statutes, regulations, cases, regulatory guidance, and emerging best practices. Among other things, these keys include: (1) establishing and communicating understandable and workable policies and procedures designed to prevent and detect violations of applicable laws and regulations; (2) establishing robust reporting, oversight, and governance structures; and (3) creating a strong culture of compliance throughout the organization. The course uses cases, administrative proceedings, the U.S. federal sentencing guidelines, and domestic and international guidance to explore what regulators view as important structural components for effective compliance and governance programs. Finally, the course examines current corporate governance, internal controls, and compliance “hot topics.”