7K0A0246Tone at the top is the single most ubiquitous phrase in compliance. However, I heard it phrased in a manner last week which not only made sense but explained why it is the most used phrase. It came from Vanessa Rossi, FCPA Due Diligence Compliance Counsel at Baker Hughes Inc. Rossi says the phrase which resonates with her is ‘tones at the tops’ because for every employee, the top is not the company Chief Executive Officer (CEO) but the supervisor immediately above them and it is this immediate ‘top’ which sets the company’s tone for the employee. It is also that supervisor who will set not only the true culture of an employee but will address any complaints that employee has about violations of the company’s self-professed culture. Finally, it may also mean there is more than one ‘tone’ in any organization. Rossi’s insight certainly explains quite a bit about the Wells Fargo scandal.

Today, I continue my exploration of the Consumer Financial Protection Bureau (CFPB) enforcement action against Wells Fargo. Yesterday, I wrote about how something as benign as the cross-selling of banking products and services can become a very high risk proposition if not managed properly. Today I want to consider the culture at Wells Fargo and how it contributed to the bank creating some 2 million false and fraudulent accounts which led to some 5,300 employees being fired and the CFPB (and others) fine of $185MM.

On its public website, Wells Fargo has a Code of Conduct available for inspection and download. The document is entitled Our Code of Ethics & Business Conduct – Living Our Vision & Values. In his cover letter introducing the document, CEO John Stumpf says the following, “We are all responsible for maintaining the highest possible ethical standards in how we conduct our business and serve customers. After all, our culture is centered on relationships, and those relationships are built on trust. Our customers have high expectations of us, and we have even higher expectations of ourselves.”

The Code itself has a section entitled Ethics, subtitled “Our ethics are the sum of all the decisions each of us makes every day”, the first sentence reads, “We have a responsibility to always act with honesty and integrity.” In the next section entitled What’s right for customers, subtitled “We want to be approachable and caring, exceed our customers’ expectations, and invest in relationships that last a lifetime”, the first three sentences read, “Our customers are always our priority. Our customer focus is one of the characteristics that distinguishes us from our competitors. We do what’s right for our customers”. The very next section, entitled Making the Right Choice, has a first sentence which reads, “If you’re faced with an ethical dilemma and you’re not sure what to do, ask these questions:

 

The section ends with the following, “If your answer to any of these questions is “No,” don’t do it.” So it appeared that Wells Fargo said the right things. Indeed, CEO Stumpf, in a Wall Street Journal (WSJ) article by Emily Glazer and Christina Rexrode, entitled “Wells Boss Says Staff at Fault for Scams”, says, “It was the employees’ fault” and “There was no incentive to do bad things.”

Wells Fargo did not have a ‘paper Code’ like Enron; sitting there for all to see but never trained upon. In a New York Times (NYT) article, entitled “Warned About Excesses, Then Prodded to Sell”, Michael Corkery and Stacy Crowley wrote, “The message to the dozens of Wells Fargo workers gathered for a two-day ethics workshop in San Diego in mid-2014 was loud and clear: Do not create fake bank accounts in the name of unsuspecting clients. Similar warnings were being relayed from corporate headquarters in San Francisco to regional bankers in Texas, as senior management learned that some Wells employees had been trying to meet exacting sales goals by creating sham bank accounts and credit cards instead of making legitimate sales.”

Yet, in spite of this training, statements made by Stumpf to the WSJ and the sections on ethics in the Wells Fargo Code of Conduct point to a clear disconnect between the values articulated in the corporate headquarters with those out in the field, in the branch offices selling consumer banking products across America. This points to a major disconnect between the corporate office and the field. What was important at the corporate office as a cultural value was not so important to those with their jobs on the line out in operations. The WSJ quoted one former Wells Fargo teller who was critical of this corporate message, who was quoted in the piece, said, “It was all management, their boss, then their boss, then their boss. They are putting pressure on employees and it’s sad. People need their jobs.”

The reason company employees continued to break the law is seemingly straightforward. The pressure put on employees was to cross-sell, cross-sell and then cross-sell. The NYT piece said, “Wells continued to push sales goals that caused employees to break the rules in the first place.” Moreover, “The biggest problem, the former employees say, has been Wells Fargo’s aggressive sales culture, which was nurtured and honed over decades at the bank’s highest levels.” The pressure to cross-sell was relentless. One former Wells Fargo employee, Sharif Kellogg, was cited stated, ““The branch managers were always asking, ‘How many solutions did you sell today?’ They wanted three to four a day. In my mind, that was crazy — that’s not how people’s financial lives work.””

Wells Fargo apparently noticed something was askance several years ago. The Los Angeles Times first reported on scam allegations coming out of Los Angeles branches back in 2013. The company knew it had a problem and hence the compliance and ethics training. But branch managers (the immediately tops above the consumer sales force) continued to push cross-selling. The NYT piece noted, “former Wells employees swapped grim stories about the dichotomy between their ethics training — where they were formally told not to do anything inappropriate — and the on-the-job reality of a relentless push to meet sales goals that many considered unrealistic.” Another former employee said, “During our training we go through SO much training about ethics and how you CANNOT do that. I got threatened to be fired as a teller with them because I wasn’t meeting my numbers. I told them I didn’t believe in trying to convince someone to spend money they don’t have, get what they don’t need.”

The bottom line was that Wells Fargo employees were hounded by the immediate managers to meet clearly unrealistic sales quotas. What was the pressure those branch managers were under? Going in another direction, one former Wells Fargo employee basically said the branch managers were getting rich off the back of their employees when they joked on a YouTube spoof video, ““If tellers and bankers make those sales numbers each day, at the end of the month everybody in the branch will get a $5 gift card to McDonald’s. The district manager will get a $10,000 cash bonus.””

Even with a robust and specific Code of Conduct, a CEO allegedly committed to doing business the right way and specific training the ‘tone’ of the organization came from the employees’ immediate bosses. If a branch manager wanted you to cross-sell products to customers who did not want them, did not need them, could not afford them or did even know they had been assigned the products; that is what the employees did. If not, they would be fired. In the corporate world, that is the clearest statement of culture a company can have.

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

Much Ado About NothingHow does Shakespeare portend social media in the 21st century? I would submit that one only need look at Much Ado About Nothing to see how it should all play out. As with all Shakespeare’s plays there is quite a bit going on but the play centers around the action and dialogue of Benedick and Beatrice who go after each other in a manner which shames modern NBA trash-talkers. Apparently everyone else in the play understands the two are meant for each other so they engage in a very social media style of communication to put the two together. Of course, as this is a comedy, everyone ends up married so Beatrice and Benedick, prompted by their friends’ interference, finally, and publicly, confess their love for each other.

Yesterday I wrote about ways to think through using social media in your Foreign Corrupt Practices Act (FCPA) anti-corruption compliance program. Today I want to explore how one company and one Chief Compliance Officer (CCO) actively uses social media to make more effective the company’s compliance regime. The company is the venerable Dun & Bradstreet (D&B) and its CCO, Louis Sapirman, whom I visited with about his company’s integration of social media into compliance. Read More

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

Return of the JediToday we continue our celebration and exploration of the first trilogy of Star Wars movies with a look at Episode VI. Return of the Jedi. In this final movie from the original three, the good guys win in the end after overcoming incredible odds. Many fans and critics panned it for including the incredibly cute and furry Ewoks on the moon named Endor as a part of the storyline. Many thought one very tall Wookie was enough cuteness for the series. Yet the Ewoks did provide the setup to one of the movies best lines. The Ewoks thought one of Luke’s robots, C3PO, was a god. Solo asked him to demonstrate some ‘god-like’ powers to which C3PO replied, “It is against my programming to impersonate a deity.”

This movie’s big reveal was that Luke and Princess Leia were twins and that she was now free to unabashedly pursue bad boy Han Solo. While Episode VI was the lowest grossing film of the original three, coming in at only $572MM worldwide, it was still a great ride and visually stunning. George Lucas’ in-house organ, Industrial Light & Magic (IL&M) certainly earned their title for their special effects in the movie. The Sarlacc battle sequence was great, the speeder bike chase on the Endor moon was way cool and the space battle between Rebel and Imperial pilots was a great ride. At the Academy Awards ceremony for movies of that year, Richard Edlund, Dennis Muren, Ken Ralston, and Phil Tippett, all from IL&M received the Special Achievement Award for Visual Effects Oscar award.

I thought that the growth in special effects and how IL&M grew was a good introduction into today’s post, which is from Jay Rosen, Vice President for Legal and Language Solutions at Merrill Brink and my collaborator on the 3 episode podcast series that I am running this week. Jay moderated a panel at the recent SCCE 2015 Compliance and Ethics Institute, which he based today’s post on. His title is I Moderated an Advanced Discussion Group and I Think I Liked It…

On October 5, 2015, during the 2015 Society of Corporate Compliance and Ethics Compliance and Ethics Institute, I had the honor of facilitating Advanced Discussion Group 8.  I alliteratively entitled my session — From Bangkok to Bogotá and Boston to Brussels, Global ABC and FCPA Benchmarks, Best Practices and Boot Camps:  One Size Does Not Fit All.  While the session ran from 4:30 – 5:30, I was happily surprised to find early birds staking out space for the discussion.

The first come first serve attendance feature was heartily embraced by this year’s attendees. In prior years, members were required to sign up in advance and if their schedules changed, some sessions had excess capacity that would go unfilled.

This past March, Al Gagne reached out to see if I would be interested in leading an ADG. I was flattered that Al would think of me. I had written an article for CEP and at CEI moderated a panel on “Best practices for localizing your code of conduct for a global audience,” so this seemed like a logical progression.

I had prepared 7 open ended questions of which made it though 3.5 slides, so I believe we accomplished the first goal of engaging the audience and spurring a robust conversation. One of the tenets of the ADGs is that what is discussed in the ADG, stays in the ADG.  What I will share is that we had a broad spectrum of CEI attendees – AmLaw 100 attorneys, in-house attorneys, attendees from the following industries – insurance, technology, rental cars, manufacturing, and the list goes on.

The group was extremely generous with their sharing and made everyone feel right at home. The session flew by too quickly. At the end of this year’s conference, I looked back at some of my favorite sessions. And like the ADGs, I found myself drawn to presenters and subject matter experts who challenged their audiences to participate in an interactive 50 minutes of learning.

While many presenters sometimes PowerPoint their audience to death, I know that I got the most out of the extended sessions on Sunday and Wednesday as well as those panels where the session leaders found ways to bring the attendees into their presentations.

The ADGs provide a great atmosphere to connect and benchmark with fellow attendees at the annual CEI conference. My hope is that perhaps future presenters realize that less is more PowerPoint-wise and from the side of audience engagement, increased interactive opportunities will lead to greater satisfaction and learning!

For more about this year’s conference please see Compliance & Ethics Professional Special Edition — Highlights from the 2015 Compliance & Ethics Institute

                                     

You walk into the room, With your pencil in your hand;
You see somebody naked, And you say, “Who is that man?”;
You try so hard, But you don’t understand;
Just what you’ll say, When you get home.

Because something is happening here
But you don’t know what it is
Do you, Mister Jones?

Ballad. single

The Ballad of the Thin Man revolves around one very square man who keeps blundering into situations that he does not understand. The further he gets into the song, the less he seems to understand. Rock critic Andy Gill has called the song, “one of Dylan’s most unrelenting inquisitions, a furious, sneering, dressing-down of a hapless bourgeois intruder into the hipster world”.

Of course this song currently stands in for the hapless National Football League (NFL) Commissioner Roger Goodell and his worse than laughable attempt to sanction New England Patriots quarterback Tom Brady (AKA the ‘Golden Boy’) over Deflategate. After suspending Brady seemingly because Brady ‘more probably than not’ knew about some nefarious behavior and for not cooperating at level the Commish deemed acceptable; Goodell made the inane choice to run into federal district court to have his judgment blessed. Oops. 

Last Thursday US District Judge Richard Berman slammed the Commish and the NFL about as hard as he could in not only denying the NFL’s requested blessing but also granting the Golden Boy’s request that the suspension be revoked. Anyone with a basic understanding of labor law, the arbitration process in a collective bargaining agreement and heard the comments during the court hearings leading to his ruling saw this one coming a mile away. Berman’s Decision & Order, running to 40 pages, harshly criticized Goodell and the NFL’s handling of the entire disciplinary process. Berman found there was inadequate notice of the alleged misconduct and of the discipline delivered to Brady because: (1) There was no notice of any “discernible infraction”; (2) There was no notice of a suspension would be delivered as opposed to a fine; (3) There was no opportunity for Brady to fully test the allegations against him through cross-examination at the Goodell presiding NFL hearing; and (4) Brady was not allowed equal access to the underlying investigative files.

Michael Powell, writing in the New York Times (NYT), in a piece entitled “Found to Overstep, Goodell Pays the Price”, said, “Rodger Goodell, who is fond of acting as judge and jury, cannot make up legal procedure as he goes along.” Kevin Belson, also writing in the NYT, in an article entitled “Belichick’s Loss in 1990s Set Up Win in 2015”, said that the Golden One “had not been given notice of potential penalties” for his alleged conduct and was not even provided with the most basic information of just how much his “four-game suspension was related to a suspected scheme to deflate footballs and how much was related to what the N.F.L. called his noncooperation with the inquiry.” Belson also added that the penalty did not seem to match the crime as Brady was given a suspension that “seemed to match that of a player found to have used performance enhancing drugs” rather than someone who tampered with equipment. Finally, the NFL took the report of the independent investigator, had the Leagues General Counsel (GC) edit it down and then use the edited un-independent report as the basis for its discipline of Brady.

Deflategate has been the gift that keeps on giving for lessons learned in the ethics and compliance space. Today I want to focus on two significant areas of compliance for the Chief Compliance Officer (CCO) and compliance practitioner. The first is the Fair Process Doctrine and the second is how a company sets its expectations on behavior.

The Fair Process Doctrine

My father, before his retirement, was a Labor Arbitrator for over 35 years. Union-management relations are about the clearest example of the Fair Process Doctrine at work as I can imagine. Bargaining unit members give up their most powerful economic weapon, the strike, and in return they have the right to have an impartial umpire, an arbitrator, ultimately hear unresolved grievances. Under the common law of the workplace, workers must be given fair notice of their obligations before they are disciplined for violating their responsibilities.

The Fair Process Doctrine recognizes that there are fair procedures, not arbitrary ones, in a process involving individual rights. Considerable research has shown that people are more willing to accept negative, unfavorable, and non-preferred outcomes when they are arrived at by processes and procedures that are perceived as fair. Adhering to the Fair Process Doctrine in two areas of your Compliance Program is critical for you, as a compliance specialist, or for your Compliance Department to have credibility with the rest of the workforce.

This is particularly true in the realm of discipline in your compliance program. If you define a process that is to be followed by all employees when an event occurs, then the company must also follow its procedures in the investigation and administration of discipline. Discipline must not only be administered fairly but it must be administered uniformly across the company for the violation of any compliance policy. Simply put if you are going to fire employees in South America for lying on their expense reports, you have to fire them in North America for the same offense. It cannot matter that the North American employee is a friend of yours or worse yet a ‘high producer’. Failure to administer discipline uniformly will destroy any vestige of credibility that you may have developed.

Setting Expectations

Just as your process around compliance must be seen to be fair, it is equally important that your company clearly set out the expectations it has for employee behavior in this area. In a best practices Foreign Corrupt Practices Act (FCPA) compliance program, this starts with senior management setting the appropriate tone at the top. But I want to focus on the written documents that set the standard by which your company will do business going forward. It all begins with your Code of Conduct.

In an article in the Society for Corporate Compliance and Ethics (SCCE) Complete Compliance and Ethics Manual, 4th Ed., entitled “Essential Elements of an Effective Ethics and Compliance Program”, authors Debbie Troklus, Greg Warner and Emma Wollschlager Schwartz, state that your company’s Code of Conduct “should demonstrate a complete ethical attitude and your organization’s “system-wide” emphasis on compliance and ethics with all applicable laws and regulations.” Your Code of Conduct must be aimed at all employees and all representatives of the organization, not just those most actively involved in known compliance and ethics issues. From the board of directors to volunteers, the authors believe that “everyone must receive, read, understand, and agree to abide by the standards of the Code of Conduct.”

There are several purposes identified by the authors that should be communicated in your Code of Conduct. Of course the overriding goal is for all employees to follow what is required of them under the Code of Conduct. You can do this by communicating what is required of them, to provide a process for proper decision-making and then to require that all persons subject to the Code of Conduct put these standards into everyday business practice. Such actions are some of the best evidence that your company “upholds and supports proper compliance conduct.”

In his opinion Judge Berman wrote, “The court finds that Brady had no notice that he could receive a four-game suspension for general awareness of ball deflation by others or participation in any scheme to deflate footballs, and noncooperation with the ensuing investigation.” The Judge later added, “No N.F.L. policy or precedent notifies players that they may be disciplined (much less suspended) for general awareness of misconduct by others.” These are both alternative ways of saying the NFL did not set any expectations for the behavior of its players in these areas.

The NFL finds itself in this imbroglio because it neither fairly set expectations nor had a fair process to address any deficiencies in its unsaid expectations. For the CCO or compliance practitioners, the lessons are clear. There must be fairness in your procedures, in how you treat employees and set expectations so that all employees may understand how they should act going forward.

For a longer and more free flowing discussion on the Court’s decision on Brady and Deflateglate check out my podcast, Episode 193 – Deflategate Ruling, with Jay Rosen. You can find it at fcpacompliancereport.com or on iTunes under the FCPA Compliance and Ethics Report.

To listen to Ballad of a Thin Man, 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, 2015