Michael Volkov tackles the current and hot topics in the legal realms of corruption, crime, and compliance.
Episode 217 -- The Growing Risk of Individual Board Member Liability
20:45The Delaware Chancery Court is continuing its trend of permitting Caremark claims against corporate board members who fail to exercise proper oversight and monitoring of compliance programs. Over the past few years, the Delaware Chancery Court has consistently raised the stakes and expectation for Board member performance on corporate boards.In this Episode, Michael Volkov reviews the current board member liability cases and the Court's recent rulings.
Episode 216 -- Tom Fox Releases Second Edition of The Compliance Handbook
42:33Tom Fox is a leader in the ethics and compliance field. He is regularly referred to as the "Compliance Evangelist."Tom recently just released the Second Edition of The Compliance Handbook, a comprehensive review and guide to the elements of an effective ethics and compliance program. Tom is known for his practical and efficient approach to difficult ethics and compliance issues. His new Handbook is a must-have for ethics and compliance professionals but more importantly for business leaders and managers who understand the importance of implementing an effective ethics and compliance program.In this Episode, Michael Volkov interviews Tom Fox about the Second Edition of The Compliance Handbook and the important issues addressed in the Handbook.
Episode 215 -- Tom Fox and Michael Volkov Discuss the Board Governance Implications of the Boeing 737 MAX Safety Scandal
44:41The Boeing 737 MAX scandal is a troublesome and disturbing case where corporate board oversight and responsibility was lacking. The implications of the board’s failure resulted in the killing of innocent passengers and the grounding of Boeing’s 737 MAX. Add to that a $2.5 billion settlement, a criminal case against a Chief Technical Pilot, and continuing safety and technical problems, and you have recipe for continuing disaster at Boeing.The Delaware Chancery Court's recent decision denying Boeing's motion to dismiss shareholder derivative claims outlines a devastating picture of Board governance failures relating to Boeing's response to the Lion Air crash in October 2018 and the Ethiopian Airlines crash in March 2019. In this Episode, Tom Fox and Michael Volkov discuss the implications of this recent decision.
Episode 214 -- Review of the Credit Suisse Global Fraud and Bribery Enforcement Action
23:53Credit Suisse Group AG (“Credit Suisse”), a global financial institution, and its London-based European subsidiary, Credit Suisse Securities (Europe) Limited (“CSSEL”) resolved a wide-ranging bribery and fraud scheme involving investments and financing arrangements for an $850 million loan for a tuna fishing project in Mozambique. To resolve the violations, Credit Suisse agreed to pay a total of $547 million in penalties, fines and disgorgement as part of comprehensive criminal and civil resolutions in the United States and the United Kingdom.In this Episode, Michael Volkov reviews the Credit Suisse global fraud and bribery enforcement action.
Episode 213: How to Structure and Implement an ESG Program
23:04As companies focus more on ESG, it is obvious that companies will achieve a significant number of benefits beyond that defined in the ESG acronym. A well-designed and tailored program will bring significant benefits to the overall company’s operations.There are a number of important issues that design and implementation of an ESG program entail. It is hard to fill in many of the important issues given the SEC’s ongoing rulemaking on ESG disclosure issues. Obviously, SEC regulations will have a significant impact and everyone is anxiously awaiting the regulations. In the meantime, many companies are moving forward with planning and implementation. That is a good thing because it is unlikely that the SEC will alter the landscape to which many companies are moving.Here is a list of issues, which I will explore in this podcast:· Who should conduct oversight of the ESG program? A specific committee or the overall board?· Who should be responsible for design and implementation of an effective ESG program?· · How should ESG reporting and disclosure occur? How should the talismanic standards of “materiality” be applied in this context?How can technology be used to ensure proper oversight and reporting of ESG issues?
Episode 212: DOJ Returns Indictment Against Former Boeing Chief Technical Pilot for 737 MAX Safety Scandal
24:49The Justice Department announced the indictment of Mark Forkner, a former Chief Technical Pilot for Boeing for his role in the 737 MAX scandal. Specifically, Forkner is charged with deceiving the FAA’s Aircraft Evaluation Group (“FAA AEG”) relating to Boeing’s 737 MAX airplane and defrauding Boeings U.S.-based airline customers to earn millions of dollars for Boeing.Boeing’s 737 MAX scandal is tragic and disturbing. In January 2021, Boeing settled with the Justice Department and agreed to enter into a Deferred Prosecution Agreement in exchange for total payments of $2.5 billion. As you will recall, Boeing’s 737 Max was involved in two crashes in 2018 and 2019 before being grounded. In October 2018, Lion Air flight 610 crashed in the Java Sea, killing 189 people, and in March 2019, Ethiopian Airlines flight 302 crashed shortly after takeoff, killing 157 people. The United States ordered the planes grounded shortly after the Ethiopian Airlines crash.In this Episode, Michael Volkov reviews the criminal indictment against Mark Forner and his role in the Boeing 737 MAX scandal.
Episode 211 -- Update on Anti-Corruption Issues -- Interview of Scott Greytak, Transparency International
39:01The Biden Administration announced its commitment to the global battle against corruption as a new, national security issue. This policy represents a significant transformation in the U.S. commitment to the battle against corruption.In this Episode, Scott Greytak from Transparency International USA joins us to discuss the current policy initiatives surrounding the global commitment to fight corruption.
Episode 210 -- HR and CCOs Watch Out!! DOJ Targets Aggressive Prosecutions in Labor Markets
24:39The Justice Department’s Antitrust Division has targeted collusion in labor markets for criminal prosecution. This was not unexpected. Indeed, the Antitrust Division gave plenty of warning to the high-tech industry and other companies that criminal prosecutions were on the horizon.DOJ handled initial prosecutions of labor market collusion in the high-tech sector by civil prosecutions and resolutions. Out of an abundance of caution, DOJ recognized that it wanted to provide “fair warning” of its intention. While it may not have been clear that the Sherman Act prohibition on cartel activity applied to labor markets, DOJ and the private sector should have realized that collusion, wage-fixing and agreements not to compete were illegal collusion agreements. It is hard (if not impossible) to identify procompetitive justifications for such blatant anti-competitive conduct. In this Episode, Michael Volkov outlines antitrust risks and compliance strategies to avoid DOJ enforcement actions in the labor market.
Episode 209 -- Schlumberger Settles Two OFAC Enforcement Actions
22:43In a pair of enforcement actions, OFAC settled two separate actions involving Schlumberger Limited subsidiaries – the first involving Cameron International Corporation, and the second, Schlumberger Rod Lift, Inc., a former subsidiary, that was acquired by Lufkin Rod Lift, Inc.In this Episode, MIchael Volkov reviews the two OFAC enforcement actions.
Episode 208 -- A Deep Dive into the WPP FCPA SEC Settlement
32:15WPP, the Largest Global Advertising Group, Settles FCPA Charges with SEC for $19.2 Million. After a long hiatus, the SEC announced a settlement with WPP plc, the world’s largest advertising group, for FCPA violations in India, China, Brazil and Peru for $19.2 million. The SEC’s resolution charges WPP with violations of the anti-bribery, books and records and internal accounting controls provisions of the FCPA.In this Episode, Michael Volkov reviews the WPP SEC FCPA settlement.