CSLG - Compliance Systems Legal Group. CSLG provides corporate compliance and practical business ethics services and products to a wide variety of organizations.
"[I]f a compliance program boils down essentially to "we told them not to," the [Antitrust] Division is likely to be less than impressed."
- N. Roberts, U.S. Department of Justice
Services
Among the services we offer are the following:
- Risk Assessment and analyses.
- Creating the program structure.
- Establishing compliance-oriented personnel policies.
- Developing and communicating compliance standards and procedures.
- Compliance Auditing, Monitoring and Evaluation.
- Encouraging employees to report wrongdoing without fear of retaliation.
- Investigating wrongdoing.
- Vendor Issues.
- Global Reach.
- Measuring effectiveness.
- Avoiding compliance pitfalls.
- Due diligence in corporate acquisitions/mergers.
- Helping to make the case.
Risk Assessment and Analyses
The foundation of any effective compliance/ethics program is a meaningful analysis of the risks that an organization faces due to the nature of its business. Our attorneys work with a company to establish risk assessment practices. We also can review relevant aspects of a company's history and business (e.g., what it sells, how it creates its products or services, where it does business, who its workforce is, how it gets customers) to develop a risk profile upon which the compliance program is based.
Creating the program structure
Many companies already have elements of an effective compliance/ethics program, but lack appropriate program structures or processes.
Our attorneys have helped numerous companies develop:
- Compliance officer positions.
We prepare job descriptions, recommend reporting relationships (both to and from the compliance officer), and assist companies in finding suitable candidates for compliance officer positions.
- Compliance committees.
Many companies find that having a compliance/ethics committee, typically consisting of key staff and line executives, provides strong support for a program. Our attorneys have assisted organizations in drafting charters for such committees, making presentations to such committees on applicable legal mandates and counseling committees on particular issues that come before them.
- Oversight by the board of directors.
Under the Caremark decision, members of a board of directors can be liable for breach of the fiduciary duty of care for harm to the company arising from compliance-related failures. CSLG has created charters for board committees to meet their obligations under this emerging area of law, and has counseled boards, board committees and advisors to boards, on compliance-related matters.
- Roles and responsibilities for business units and "subject matter experts."
Compliance is not a one-person, or one-committee job. Business units managers and in-house experts in risk areas (e.g., EEO, intellectual property, environment, government contracting, etc.) need to contribute to a compliance program in critical ways. CSLG lawyers have helped companies develop responsibilities for these employees that serve the overall interests of the company.
Establishing compliance-oriented personnel policies
The Sentencing Guidelines and other compliance standards require organizations to use due care in ensuring that authority is not entrusted to individuals with a propensity for wrongdoing. In addition, best practice companies increasingly utilize compliance/ethics-related criteria in personnel decisions, such as promotions or compensation. Our attorneys have assisted companies in developing pro-compliance personnel policies.
Developing and Communicating compliance standards and procedures
- Developing state-of the art codes of conduct
CSLG has worked intimately with a number of the world's leading companies in developing best practice models for codes of conduct - codes that are useful, understandable and effective.
- Drafting Policies
Critical to any effective program is having compliance standards which are both comprehensive and also comprehensible to the companies' employees and agents. Our attorneys have worked with companies in identifying their compliance risks, including:- Accounting/reporting fraud
- Antiboycott
- Antitrust
- Conflicts of interest
- Consumer protection
- Discrimination/EEO
- Document retention
- E-Mail/Internet Use
- Environmental protection
- Export Control
- Foreign Corrupt Practices Act
- Fraud prevention
- Gifts and entertainment
- Government contracting
- Harassment
- Industry specific areas
- Insider trading/protection of confidential information
- Intellectual property
- Money laundering
- Political contributions/lobbying
- Privacy
- Product quality /safety
- Sales, marketing and advertising
- Wage and hour
- Workplace safety
- Training and other means to communicate policies
CSLG has developed training materials and conducted training in numerous areas of law and compliance, utilizing a wide variety of methods and media. We are also active in providing training to boards of directors under the newly revised federal sentencing guidelines.CSLG's principals are also co-founders and co-owners of Integrity Interactive Corporation - which is defining the best practice in web-based compliance and business ethics training. Integrity Interactive works with its clients to assess the compliance risks created by employees, establish individual course curricula based on the employees' risk profile, enroll employees via email in high-impact, story-based compliance training courses, and track course progress and completion to prove the company's training "due diligence". This process ensures that employees actually get the training that they need - be it in Antitrust, FCPA, Mutual Respect, Conflicts of Interest, or some of the many other risk areas covered by the Integrity Interactive process. The net result is a substantial reduction in the company's risk of compliance failure, along with the evidence to prove it.
For more information, visit Integrity Interactive at www.integrity-interactive.com.
Compliance Auditing, Monitoring and Evaluation
In the Sentencing Guidelines and other relevant pronouncements government officials have stressed the importance of conducting auditing and monitoring to assure compliance. Our attorneys have developed auditing and monitoring protocols, conducted on-site audits, and have otherwise assisted companies in this aspect of compliance in a variety of areas of law. We also have worked closely with leading organizations to develop other evaluative techniques including compliance deep dives, effective employee surveys and focus groups.
Encouraging employees to report wrongdoing without fear of retribution
The Sentencing Guidelines and other compliance standards require companies to encourage employees to report suspected violations without fear of retribution. Given the possibility of liability to whistleblowers under the False Claims Act and other laws, encouraging such reporting can be of obvious importance. Yet, according to recent studies many employees are reluctant to engage in such reporting. CSLG attorneys have developed policies, conducted training and otherwise assisted numerous clients in meeting this aspect of compliance program standards.
Investigating wrongdoing
To obtain credit for a compliance program, the Sentencing Guidelines require a company to report wrongdoing to the appropriate governmental authorities. Such self reporting is also critical to avoiding prosecution under the Department of Justice's 1999 policy Federal Prosecution of Corporations, and to obtaining amnesty for federal antitrust violations.
CSLG attorneys assist companies in this key area by:
- Drafting policies concerning the conduct of investigations and voluntary disclosure.
- Training in-house staff on how to conduct investigations effectively, and how to avoid mistakes that can themselves trigger liability.
- Conducting investigations, or counseling a client in connection with the conduct of an investigation.
Vendor Issues
Ensuring compliance by one's vendors can be critical to the success of a compliance program. CSLG prepares compliance manuals for vendors, drafts compliance provisions for procurement contracts, designs vendor audits and assists in compliance investigations concerning vendors.
Global Reach
Often the greatest compliance-related risks involve a company's business abroad. CSLG has substantial experience in assisting U.S. companies on compliance matters for their non-U.S. operations, and working with non-US multinationals in developing their compliance programs.
Measuring effectiveness
Government standards make clear that to receive recognition and credit, a compliance program must be "effective". CSLG attorneys have been at the forefront of developing models for evaluating the effectiveness of a compliance program. Our models can be tailored to the specific needs of a company and have been designed with an eye toward Government pronouncements on this topic. CSLG effectiveness evaluation assistance can provide an additional benefit: helping companies devoting scarce resources to compliance know that their investment is being efficiently spent.
Avoiding compliance pitfalls
Law-related limitations for compliance programs arise from the adversary system itself. It is an unfortunate, but perhaps inevitable, fact of legal life that a company's efforts to do the right thing can be turned against it in litigation and investigations. CSLG's attorneys work with companies to avoid these pitfalls, by developing strategies to help companies:
- Preserve and protect compliance information under the attorney-client and self-evaluative privileges and other possible protections.
- Communicate to employees the need for prudent document preparation methods.
- Train compliance staff to recognize liability risks in all aspects of program operation.
Due diligence in corporate acquisitions/mergers
Acquiring a company can also involve taking on liability. Corporations have had to pay large fines under the Sentencing Guidelines for crimes committed by an acquired company before the transaction; the absence of an effective program in the acquisition target robs the acquirer of mitigation credit. CSLG conducts pre-acquisition compliance program due diligence to minimize such risks.
Helping to make the case
A company's compliance program comes into sharp focus when that company sustains a significant instance of misconduct. CSLG attorneys have helped companies in this situation in several distinct ways.
Our attorneys have:
- Provided an independent report on a company's compliance program that was presented to prosecutors and the court with respect to pending penalties;
- Served as an expert witness in litigation in which the company's voluntary disclosure and other compliance activities were called into question; and
- Counseled companies subject to a consent decree on interpreting and responding to the degree.