Spud WebbOn this day 30 years ago, history was made when Spud Webb won the 3rd NBA Slam Dunk contest. Webb joined future Hall-of-Famers Michael Jordan, who won the inaugural contest in 1984, and Dominic Wilkins, who won the second event in 1985, as the Slam Dunk champ. What made Webb’s win so noteworthy? It was his size. He was 5 feet, 9 inches tall and the shortest player in the league at that time. Webb played for 12 seasons in the NBA, mostly with the Atlanta Hawks, but for anyone who tuned in that day, we will never forget when Spud Webb stood the tallest of the all the players.

I thought about Webb, his biggest moment of personal glory and individual responsibility when I read Sunday’s Fair Game column in the New York Times (NYT) by Gretchen Morgenson, entitled “Fixing Banks by Fining the Bankers. Morgenson has written several pieces about the banking scandals coming out of the 2008 financial crisis and beyond, coupled with the lack of personal accountability in all of the settlements with US regulators.

She began her piece with the certain truism, “Ho-hum, another week, another multimillion-dollar settlement between regulators and a behemoth bank acting badly.” The settlement she referenced referred to two financial institutions, Barclay’s and Credit Suisse, who agreed to pay $154.3MM, regarding their misrepresentations to investors around high-frequency trading. But what concerned Morgenson was the following, “As has become all too common in these cases, not one individual was identified as being responsible for the activities. Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with.”

Morgenson identified the reason behind the continued failings of banks “could not be clearer: Years of tighter rules from legislators and bank regulators have done nothing to fix the toxic, me-first cultures that afflict big financial firms.” She believes it is a failure of banks to change their culture. In her piece she quoted the Chairman of FINRA, Richard Ketchum, who said firms that continue to have violations are because of “poor cultures of compliance”. He finds the opposite to be true stating, “Firms with a strong ethical culture and senior leaders who set the right tone, lead by example and impose consequences on anyone who violates the firm’s cultural norms are essential to restoring investor confidence and trust in the securities industry.”

The rules and regulations of compliance can set down the written standards for employees to follow. Yet for a compliance program to be effective, it is much more than the paper part of the program. Morgenson believes that banks must change their culture to help stop these systemic breakdowns. Yet she did not end her piece there as she explored what regulators can do, more than simply talk, to facilitate this change in culture.

She considered two separate approaches regulators might consider. The first was suggested by Andreas Dombret, a member of the executive board of Deutsche Bundesbank, who noted, “Most companies have codes of ethics, but they often exist only on paper.” To help make the message of doing business ethically and in compliance, he also suggested banking regulators could help encourage a more ethical approach by routinely monitoring how a bank cooperates with the regulatory authorities particularly in an oversight rule. Finally he asked, “How often is the bank the whistle-blower?” He felt this question was important because “Not only to get a lesser penalty but also to show that it won’t accept that kind of behavior. We are seeing more of that.”

These suggestions would seem to be more aligned with an industry with significant oversight, such as banking. So I found the second area she explored more directly applicable to the Foreign Corrupt Practices Act (FCPA. It met her criticisms that it was either the shareholders or perhaps the company D&O insurance carrier who foot the bill for any FCPA violation.

She explored an idea posited by Claire A. Hill and Richard W. Painter, professors at the University of Minnesota Law School, in a new book they published, entitled “Better Bankers, Better Banks”. In this book the law professors urged “making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements. The professors called this “covenant banking.”

This covenant banking plan had some very interesting elements that spoke to the issue of individual v. corporate liability, similar to the discussion compliance professionals have engaged in since the release of the Yates Memo. Morgenson said the covenant banking plan “contains a crucial element, requiring the best-paid bankers in the company to be liable for a fine whether or not they were directly involved in the activities that generated it. Such a no-fault program, the professors argued, would motivate bankers not only to curb their own problematic tendencies but to be on the alert for colleagues’ misbehavior as well.” She quoted the book’s authors stating that this plan would help to change corporate culture as it “discourages bad behavior and its underlying ethos, the competitive pursuit of narrow material gain.”

Moreover, the professors believe, “If bankers aren’t willing to institute a system involving personal liability, regulators and judges could require it as part of their settlements or rulings. Something like covenant banking could be included in nonprosecution agreements. Or a judge overseeing a case in which a company is paying $50 million could require individuals to pay $10 million of that personally.” Finally, “A regulator could give a company the choice of a far lower fine if it were to be paid by managers, not shareholders. A company choosing to pay the higher fine and billing it to the shareholders would have some explaining to do”.

While most banks or non-financial institutions subject to the FCPA might well be reluctant to put such corporate strictures in place, it certainly could be a part of a civil penalty which comes before a court for review and consideration, such as when the Securities and Exchange Commission (SEC) goes to court when filing a Cease and Desist order in a FCPA enforcement action.

The Yates Memo recognized that individual accountability will help to drive compliance with the FCPA. The problem in going after individuals is that it is often difficult to pinpoint any single or series of actions by a senior manager that may have lead to the violation. It can be as nefarious as the General Motors (GM) nod or simply the diffusion of liability was the basis for the original creation of the corporate structure long ago.

Yet, by focusing on corporate culture Morgenson, the banking industry and banking regulators are hitting on a key theme. Paper programs are only that if there is not the culture of compliance set by senior management that the company will follow the rules. I was also intrigued that both FINRA Chairman Ketchum and banker Dombret recognized the business problem which poor cultures of compliance led to, lack of faith in capital markets and the securities industry. If companies will work to enhance culture, they move to addressing this most serious and long-term business issue.

Spud Webb was the first ‘Little Big Man’ in the modern era of the NBA. His 12-year run of success led to players such as the five-foot, five-inch Earl Boykins and five-foot, three-inch Muggsy Bogues. In 2006, 5’9” Nate Robinson of the New York Knicks became the second-shortest player to emerge victorious in the NBA slam-dunk contest. Webb changed NBA culture just as corporate culture can be changed as well.

For a YouTube video clip of Spud Webb at the 1986 Slam Dunk contest, 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, 2016

Winslow AZAs I end my week’s exploration of the intersection of bribery and corruption in international sports, I have also ended a week of solid listening to The Eagles 1970s studio albums. In honor of Glenn Frey, I will also end this week with a final tribute to Frey and his work with this seminal band from the 70s. Today, it is a tribute to the first Eagles hit, Take It Easy. While Jackson Browne was the primary author of this song, Frey stepped in to finish it when Browne could not complete it. The Eagles also opened their first album, titled The Eagles, with this cut.

I cannot think of anyone born after about 1970 who does not instantly recognize the opening cords from Bernie Leadon’s lead guitar on this iconic song. If this song alone does not make you want to go to Winslow Arizona, well probably nothing will. In fact the song made the town so famous that the city of Winslow erected a life-size bronze statue and mural commemorating the song, at the Standin’ on the Corner Park. The statue stands near a lamp post, the male figure securing an acoustic guitar between his right hand and the shoe of his right foot. Above his head, a metal sign, crafted in the style of US Route shields, displays the words “Standin’ on the corner”.

As I have noted this week, the world of sports continues to provide ample lessons to be learned for the Chief Compliance Officer (CCO) or compliance practitioner. Although we no longer have the sad sack Astros to kick around, there are many other candidates out there you can draw inspiration from for your compliance regime. For today, I want recap some of these lessons.

Perhaps the clearest sign from the scandals reviewed this week and the ongoing Fédération Internationale de Football Association (FIFA) scandal is the role of regulators such as the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) in leading the international fight against bribery and corruption. Only the US had the wherewithal to bring the charges against FIFA. While the Swiss have tagged along, they certainly did not take anything like the lead in this matter. Further, the allegations of FIFA’s bribery was publicized in Britain as long ago as 2010 and the Serious Fraud Office (SFO) never brought charges against FIFA or its cronies.

The bottom line is that only the US government has the ability and, more importantly, the will to engage in such a worldwide investigation and coordinate the actions of numerous countries in providing assistance. Do you think the Swiss police would have been so involved if it was not for the US government lead in this investigation? From President Obama on down, the US government has made clear that it will lead the international fight against bribery and corruption. The FIFA indictments are yet one more indication that they will continue to do so.

From the International Association of Athletics Federations (IAAF) scandal there are certain aspects similar to FIFA but made even more invidious. Not only was a there a long entrenched self-serving and self-congratulatory cabal running the organization, but they even out did FIFA by allegedly extorting money from athletes who they expected of using performance enhancing drugs to suppress positive drug tests. These officials were allowed to not only run rampart but also engage in essentially self-government of themselves. Kind of like having the foxes guard the henhouse.

I think the lesson is the checks and balances required in any best practices compliance program that form the basis of compliance. While some of these checks and balances are in the form of multiple internal levels of oversight, such as a Compliance Committee, which might be made up of senior managers from various disciplines; another level is brought about by internal controls and the concept of the segregation of duties (SODs). No one person should be allowed have so much discretionary power that they can approve vendors, approve contracts; then approve invoices for payments on those same vendors and contracts they have previously approved.

In the corporate world this is fairly standard in the US but there continues to be Foreign Corrupt Practices Act (FCPA) enforcement actions, emanating from outside the US, where a Country or Regional Manager can make such multiple approvals. This is not only a recipe for disaster financially but also allows the creation of a pot of money to pay a bribe much easier. Internal controls also work towards having continuous oversight, if a technology solution is used it can facilitate both the prevent and detect prongs of a best practices compliance program.

The lesson for the US company which does not have a compliance program in place is that the basic forms of corporate governance are not only mandatory for a compliance and ethics regime but they are also the basics for any minimums of corporate governance in the 21st century. The level of any fraud, including bribery and corruption under the FCPA, can be low, yet the attendant costs can be far in excess of any fine or penalty. For FIFA and the IAAF, their cost will be played out in the international press and court of world public opinion for some time to come. For the former heads and senior members of those organizations, the cost may well be more pedestrian, with jail terms for felony criminal violations.

Finally, from the allegations around offers of bribes to throw matches in professional tennis is the clear lesson that employees that are offered bribes need to have an avenue to be able to report such conduct. For the CCO, it is important that employees have confidence and trust in the organization so they are willing to make such reports. To stop the scourge of bribery and corruption in any international sports group, the management must take the lead in communicating that such actions will not be tolerated and that anything less would result in expulsion and banishment. That is similar to any top management that must clearly set the expectation that it is more important for employees to follow the law than to make their quarterly numbers. For if management does not do so and communicates that making your quarterly numbers are more important, employees will find a way to make their quarterly numbers.

Moreover, it is important any company knows if a vendor, sales agent or any other party has offered or demanded a bribe to do business. Even if your employees tosses them out of the office on their collective ear, it is incumbent you be made aware of the demand/offer so you can bring it to the attention of the counter-party and take appropriate remedial action. Indeed, in many industries the number of agents or other representatives is small enough that they can be known. If there is a collective refusal to do business with such corrupt third parties, it can be a powerful driver of business behavior.

So I end this week with a fond farewell to Glenn Frey and I hope you are taking it easy about now. For a YouTube clip of The Eagles playing Take It Easy, 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, 2016

St. Mark'sThe Venice Travel Edition continues today by focusing on Saint Mark’s Basilica, one of both Venice’s and the world’s treasures. It sits on Saint Mark’s Square, one of the most famous locations in all of Italy. While today it is the cathedral church of the Roman Catholic Archdiocese of Venice, originally it was the church of the Doge, or civic ruler of Venice. It only became the Basilica, in 1807 after the city was conquered by Napoleon and ceased to be a Republic. Napoleon wanted to move the power of the church under his administrative control so relocated the city’s Basilica to Saint Mark’s.

One of the wonders of the church is how it continually reinvented itself through new additions added to the exterior of the Basilica. The most spectacular are the Horses of Saint Mark, which were installed on the balcony above the portal of the Basilica in about 1254. The horses were long displayed at the Hippodrome of Constantinople, and in 1204 Doge Enrico Dandolo sent them back to Venice as part of the loot sacked from Constantinople in the Fourth Crusade. Another prize stolen during the Fourth Crusade, which now adorns Saint Mark’s, is the Four Tetrarchs. They honor the attempt to stabilize the Roman Empire by the Emperor Diocletian who imposed a new Imperial office structure: a four co-emperor ruling plan called The Tetrarchy. These exterior additions are but a mere fraction of the changes the structure went through over the years as it continually updated itself and its place in Venetian culture and society.

I thought about this updating in the context of your best practices compliance program. The cornerstone of any such compliance program is recognized to be your Code of Conduct. But a Code of Conduct should not be a static document. It needs to evaluated and updated as circumstances warrant. Yet such updating should not be performed in an ad hoc manner. As intoned in the FCPA Guidance, your compliance program should be thoughtful and well considered. In an article in the Society for Corporate Compliance and Ethics (SCCE) Magazine, entitled “Six steps for revising your company’s Code of Conduct”, Anne Marie Logarta and Ruth Ward discussed how you should think through the updating of your Code of Conduct.

  • When was the last time your Code of Conduct was released or revised?
  • Have there been changes to your company’s internal policies since the last revision?
  • Have there been changes to relevant laws relating to a topic covered in your company’s Code of Conduct?
  • Are any of the guidelines outdated?
  • Is there a budget to create/revise a Code?

After evaluating these initial issues, the authors suggest that you should benchmark your current Code of Conduct against others companies in your industry. If you decide to move forward the authors have a six-point guide that should assist you in making your revision process successful.

  1. Get buy-in from decision makers at the highest level of the company

Your company’s highest level must give the mandate for a revision to a Code of Conduct. It should be the Chief Executive Officer (CEO), General Counsel (GC) or Chief Compliance Officer (CCO), or better yet all three to mandate this effort. Whoever gives the mandate, this person should be “consulted at every major step of the Code review process if it involves a change in the direction of key policies.”

  1. Establish a core revision committee

A cross-functional working group should head up your effort to revise your Code of Conduct. They suggest that this group include representatives from the following departments: legal, compliance, communications, HR; there should also be other functions which represent the company’s domestic and international business units; finally there should be functions within the company represented such as finance and accounting, IT, marketing and sales.

From this large group, Code of Conduct topics can be assigned for initial drafting to functions based on “relevancy or necessity”. These different functions would also solicit feedback from their functional peers and deliver a final, proposed draft to the Drafting Committee. It is incumbent you create a “timeline at the outset of the revision is critical and hold the function representatives accountable for meeting their deliverables.”

  1. Conduct a thorough technology assessment

The backbone of the revision process is how your company captures, collaborates and preserves “all of the comments, notes, edits and decisions during the entire project.” Technology such as SharePoint or Google Cloud can be of great assistance to accomplish this process even if you are required to train team members on their use.

In addition to this use of technology in drafting your Code of Conduct revision, you should determine if your Code of Conduct will be available in hard copy, online or both. If it will be available online, you should assess “the best application to launch your Code and whether it includes a certification process”. Lastly, there must be a distribution plan, particularly if the Code will only be available in hard copy.

  1. Determine translations and localizations

Channeling my inner Jay Rosen I would note you must hire both a reputable and approved company translation expert to translate your Code of Conduct into appropriate local languages. This is particularly important if your Code is pre-2012, when the FCPA Guidance came out and made clear that translation into local languages was a minimum of a best practices compliance program. The key is that “your employees have the same understanding of the company’s Code-no matter the language.”

  1. Develop a plan to communicate the Code of Conduct

A roll-out is always critical because it “is important that the new or revised Code is communicated in a manner that encourages employees to review and use the Code on an ongoing basis.” Your company should use the full panoply of tools available to it to publicize your new or revised Code of Conduct. This can include a multi-media approach or physically handing out a copy to all employees at a designated time. You might consider having a company-wide meeting where the new or revised Code is rolled out across the company all in one day. Recent pronouncements from the Department of Justice (DOJ) have suggested that testing the knowledge of employees on the Code is becoming more important. However, the bottom-line, as with all thing compliance-related, is Document, Document and Document. However you deliver the new or revised Code of Conduct, you must document that each employee receives it and understands it.

  1. Stay on Target

If you set realistic expectations you should be able to stay on deadline and stay within your budget. They state, “You want to set aside enough time so that you won’t feel rushed or in a hurry to get it done.” They also reiterate that to keep a close watch on your budget so that you do not exceed it.

This article provides a useful guide to not only thinking through how to determine if your Code of Conduct needs updating, but also practical steps on how to tackle the problem. If you are a compliance practitioner, I would urge you to take a look at your company’s Code of Conduct. If your Code is pre-2012, I think you need to update sooner rather than later and take into account what the FCPA Guidance says about a best practices Code of Conduct. With the new information presented by the DOJ in speeches and talks last fall, you may well need to consider how you can measure how well your employees are retaining it as well. It is far better to review and update if appropriate than wait for a massive Foreign Corrupt Practices Act (FCPA) investigation to go through the process.

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, 2016

Diamond DogsWe interrupt this week’s Travel Edition blog posts to honor David Bowie, who died yesterday. To say his album Diamond Dogs was a revelation is simply because it is the only word which comes close. During my final semester in high school this album reached me. I had missed glam and the Space Oddity and Ziggy Stardust phases but when I heard:

Rebel Rebel, Your face is a mess;

Rebel Rebel, you’ve torn your dress;

Rebel Rebel, how could they know;

Hot tramp I love you so.

It really did not matter to me then about the ambiguities of the song or the types of lifestyles it portended or even glorified. It rocked. Indeed the whole album rocked. So here’s to Class of 1975 Diamond Dogs; Scott Carr, Phillip Green, Roy Bragg and a much younger Compliance Evangelist. I hope you are all playing Bowie tonight at level 11, rocking out and remembering those days.

The convergence of a glam English rocker on four boys from Bryan Texas informs just how unusual such things can be. Yet, last September was the convergence of events, which may well change the face of compliance going forward. They were the Yates Memo, the Volkswagen (VW) emission-testing scandal and the Schrems decision by the European Court of Justice. They continue to play out in ways seen and unforeseen today.

The criticism of the lack of prosecution of individuals during the last financial crisis and thereafter led the Department of Justice (DOJ) to issue the Yates Memo to indicate its goal to bring individuals who work for companies that have violated laws to justice. There was significant criticism around the General Motors (GM) ignition-testing scandal settlement because no individuals were prosecuted. Coming so quickly after the release of the Yates Memo, the VW scandal left many wondering how the DOJ would consider the actions of individual VW employees. Yet, while the Yates Memo reaffirmed the DOJ’s goal to prosecute individuals when appropriate, it also made clear that it expected companies to cooperate in this endeavor by turning over culpable individuals as early as possible to the DOJ.

But that requirement requires that a company wants some cooperation credit. What if, in the face of admission of illegal conduct, such as the VW admissions that it did install the defeat device to deceive regulators on its diesel emissions so that it would appear they met applicable regulations, a company would rather protect culpable individuals, who made the decision to install the defeat device or knew about the decisions the many years it was incorporated into VW autos? Further, what if, to protect individuals, the company claims that domestic laws, such as those in Germany, prevent the company from sharing documents and information with US regulators.

This appears to be the situation shaping up as the Wall Street Journal (WSJ) reported on the actions by VW in the lawsuits by various states attorney generals against the company. In an article entitled “In Investigating Volkswagen, States Run Into a Privacy Wall” Danny Hakim and Jack Ewing reported, “Volkswagen has refused to provide emails or other communications among its executives.” This was after “claims by the Justice Department, in its own inquiry this week, that the company had “impeded and obstructed” regulators and provided “misleading information” to the DOJ. Both organizations investigating the company said VW’s “actions limit their ability to identify which employees know about or sanctioned the deceptions.””

VW of course claims that to do so would violate German domestic law. The WSJ cited the country’s strict data privacy laws, “like its Federal Data Protection Act, which limits access to data, particularly outside the European Union” as one of the basis for VW’s refusal to turn over documents. The WSJ cited Phillip Urofsky, a partner at Shearman & Sterling LLP, for the proposition that companies under US government investigation may misuse such laws. He said, “They frankly tie U.S. investigators hands, or even law firms doing internal investigations in ways that, in my personal opinion, were not anticipated or expected.”

In addition to outright refusal to cooperate with regulators, the Financial Times (FT) reported in an article, entitled “US criticises VW over ‘spotty’ progress with emissions probe”, the company “had been slow to produce documents from its US files, had sought to delay responses until it completed its own investigation.” Claiming your domestic laws prevent you from cooperating in another country’s investigation is one thing but when you refuse to produce documents from your US subsidiary for an investigation in the US it is quite another.

VW does still not seem to understand that its culture is responsible for how the company responds to the scandal and how it will be viewed and treated going forward. It was the ‘sales at all cost’ culture that got it into trouble in the first place and now it seems to be a culture of non-cooperation with regulators. Andrew Hill, writing in the FT On Management column, put it with typical English understatement when he posed the following question, “how many psychologists does it take to change a lightbulb?” His answer: “It only takes one psychologist but the bulb has to want to change.” Hill concluded his piece with the following “it is hard to say whether VW will succeed in making the shift. The group needs to change. It says it will. What remains unclear is whether it really wants to.”

If you compare the conduct and language of VW senior executives of those from Wal-Mart or even GM you will see no greater contrast. These words and actions may also speak to whether VW will or even wants to change its corporate culture.

Now recall the Yates Memo. Sally Yates said, in her speech announcing the Memo which bears her name, “Effective immediately, we have revised our policy guidance to require that if a company wants any credit for cooperation, any credit at all, it must identify all individuals involved in the wrongdoing, regardless of their position, status or seniority in the company and provide all relevant facts about their misconduct. It’s all or nothing. No more picking and choosing what gets disclosed. No more partial credit for cooperation that doesn’t include information about individuals.” This statement ties directly into the first point of the Yates Memo, which has the title “To be eligible for any cooperation credit, corporations must provide to the Department all relevant facts about the individuals involved in corporate misconduct.” [Emphasis in original]

If VW continues to lay behind the log and not produce the information required under the Yates Memo, the company runs the risk of no reduction or credit in any settlement negotiations. There need be no worry about the effectiveness of any compliance program for a company that does not meet this initial threshold and does not get to the next issue. This point was made clear in a recent episode of the Masters of Disaster podcast, hosted by Leona Lewis, where she interviewed Peter Anderson, a principal at the law firm of Beveridge & Diamond PC. Anderson referred to this requirement that a company must identify all individuals involved in corporate wrongdoing and provide the relevant facts about their conduct. If a company does not get through this gate, it cannot move any further along the lines of penalty reduction.

So here’s to the Diamond Dogs and rocking out to Rebel Rebel. I do not know if VW will continue its current path of non-cooperation with US regulators but it certainly bears watching.

For a YouTube Video of David Bowie singing Rebel Rebel, 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, 2016