In this episode, Matt Kelly and I take a deep dive into the corporate governance fiasco which is Uber. We consider the revelations in the failures of corporate governance, culture and internal controls at the organization. The company provides a fascinating study of what happens when a tech start up raised in the fraternity culture is successful and how changes are required for it to act like a multi-billion organization. Both Matt and I have written on Uber. Our podcast comes out the same day the Holder Report to the Uber Board was released so we weave in the recommendations from Covington & Burling as well.

For more on Uber see the following

Matt Kelly’s piece Car Crash Governance at Uber

Tom Fox’s pieces on Uber

Will Culture Change at Uber Before its Too Late

CEOs and Win at All Costs-Where Does it Lead

Uber and Corporate Culture 

For a copy of the Holder Report on corporate governance, cultural and internal controls failures at Uber and recommendations, click here.

In this episode I visit with Luciana Silveira, a PhD candidate who is studying the FCPA and how it is has affected international trade flows. Some of the questions she is considering include the following: Was US business abroad affected? Did US companies decide to change their foreign business strategy because of the FCPA? After so many years of the law, what is the private sector overall opinion about the FCPA?

Silveira believes the answers to these questions  are neither straightforward nor simple. To that end, the PhD research she is developing will hopefully provide us with some new and updated answers, as well shed more light to the impacts of the FCPA to US international trade. Equally importantly, she is using the FCPA as reference to my studies on potential impacts of the Clean Company Act, a similar anticorruption legislation that came into force in Brazil in January 2014. To complement a quantitative analysis regarding merchandise trade flows, she is using a 15-questions survey (available at https://ldosilveira.typeform.com/to/uhtKYZ). It is confidential, and there is no question that requires strategic corporate information. She hopes that you will participate as all input is welcome and encouraged.

Adam West died this weekend. He was the TV Batman I knew growing up. They say the actor who first introduced you to a character will always be your favorite and while I am not sure if that holds true or not with West’s portrayal of Batman, I still do appreciate the wit, charm, double-entendres, camp, panache and style all his own that he brought to the role. According to his obituary in the New York Times, “The popularity of the “Batman” series was international, and fans had long memories. In 2005, Mr. West was interviewed for an article in The Independent of London. At 76, almost 40 years after the end of the TV show, Mr. West said: “What I loved about Batman was his total lack of awareness when it came to his interaction with the outside world.””

The thing I remember about West’s Batman was the singular passion he brought to crime-fighting, making it seem fun. I always thought that was the point of the comic books I grew up with in the 1960s. This style certainly changed with the introduction of the Dark Knight in the 1980s but it was all still Batman, even if he was more now of a vigilante and not crime fighter. So, here’s to Adam West with a kapow, a splat and of course a Nana, Nana, Nana BATMAN!

It is the passion which West brought to the role that informs today’s blog post. One thing many compliance practitioners have is passion for our roles. The reasons are as varied as each person. For me, it is largely the opportunity to make things a little better than I found them, through a business solution which has much broader societal implications. Many other compliance professionals are passionate about their jobs as well. I thought about all these concepts when I read an article in a recent Corner Office column by Adam Bryant, entitled “The Power of Positive Attitude, where he profiled Barbara Corcoran, an entrepreneur and judge on Shark Tank. One thing that came through loud and clear in the piece was the passion Corcoran brings to management and leadership.

I was most interested in how she was able to attract others to work for her that would share her passion for her primary business, which is real estate. Corcoran said, “I just look for the light in the person, to see what’s good about them. I can spot it a mile away. And I never read a résumé until after the interview because you never know who wrote it, and you can be fooled by it. If you read a résumé, the interview is nothing but a business small-talk session confirming stuff you just read. So I’ll just ask: “What do you like? Tell me about your mom. Where did you grow up? What’s your hobby? What was your favorite job? Why?””

Equally important is for a person to have joy in what they are doing for if you have joy in what you are doing, chances are you will be a happier person. Corcoran said this insight led to “also trying to figure out if they’re happy, because unhappy people don’t accomplish a lot. I’m also looking for their energy, and if they’re going to be able to see the possibility in anything I propose. Those are the major cards. They cover 90 percent of successful people in the workplace.”

But it is more than joy in your own role. Corcoran feels if you are not happy, it can infect your entire team. She said, “Early on, I hired a couple of people who had all the markings of great salespeople, but they were not happy people. I learned that if you have just one unhappy person in a pool of 30 happy people, you feel that weight.”

Corcoran’s insights for the Chief Compliance Officer (CCO), compliance practitioner and indeed corporate compliance function are significant. First and foremost, a compliance professional must have a can-do attitude. There is the biggest difference between the compliance function and the legal function. Corporate counsel is not there to solve, let alone prevent problems. An in-house legal department exists to protect the corporation. Hence many in-house lawyers take pride in being Dr. No as they see it as their job to tell the business folks they cannot do something.

This same concept also differentiates compliance professionals from legal professionals in another manner. As a recovering lawyer, I understand one having a passion about the law but that passion is generally articulated in the phase ‘is it legal’ while the passion of the compliance professional is broader, looking at the wider question of whether something should be done; not simply can it be done.

The insight around Corcoran’s employees being “able to see the possibility in anything I propose” is also an important insight. Compliance professionals are required to solve problems, or in the parlance of compliance-speak remediate. Compound the business process nature of a best practices compliance program and you quickly see how resolving problems through innovation is an important part of the compliance professional’s tool kit.

That is the passion I see in the compliance profession. Compliance is a profession that can make businesses operate more efficiently and more effectively through the identification, measurement and management of risk. Moreover, the compliance professional helps to fight the global scourge of bribery and corruption. I am proud to a part of that profession.

 

To listen to the iconic Batman TV show opening YouTube, click here.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2017

Today I am joined again by Professor Samuel Buell, from Duke University School of Law to discuss a recent paper he co-authored with Rachel Brewster entitled, “The Market for Global AntiCorruption Enforcement“. In the paper and in this podcast Professor Buell discusses the internal structural changes which took place in the 1980s and 1990s which set the stage for the explosive growth in FCPA enforcement. He then relates the changes on the domestic scene which facilitated its explosive growth. He ends by exposing the myth of the revolving door.

This week, Jay and I have a wide-ranging discussion on some of the week’s top compliance related stories. We discuss:

  1. The Kokesh case at the US Supreme Court is significant for SEC enforcement of the FCPA around profit disgorgement. For what it means to the compliance practitioner, see Tom’s piece in the FCPA Compliance & Ethics Blog. For a legal review of the decision, see Miller & Chevalier client alert authored by Saskia Zandieh. Marc Bohn considered the case in the FCPA Blog. Marc and I discuss the case on the FCPA Compliance Report, Episode 332.
  2. Trevor McFadden to leave the DOJ for federal bench. See article by Matt Kelly in Radical Compliance. Hui Chen’s contract not to be renewed, her position is posted for job applicants. Apply for the position here. Andrew Weissman leaves as head of the Fraud Section to go Special Prosecutor’s staff.
  3. Former PetroTiger General Counsel Gregory Weismann is banned from SEC practice. See article in the FCPA Blog.
  4. Matthew Stephenson considers what a Wal-Mart settlement might look like. See his article in the Global Anti-Corruption Blog.
  5. The federal judge who sentenced Samuel Mebiame, the bag man for Och-Ziff; criticized the DOJ for its lack of prosecution of any individuals from the company. See article by Sam Rubenfeld in WSJ Risk and Compliance Report.
  6. Jay previews his weekend report.
  7. Tom continues to talk about the release of his new book 2016 – The Year in Corporate FCPA Enforcement. For more information and to purchase, click here.

 

Jay Rosen can be reached:

Mobile (310) 729-6746

Toll Free (866)-201-0903

JRosen@affiliatedmonitors.com

Tom Fox can be reached:

Phone: 832-744-0264

Email: tfox@tfoxlaw.com