S. Organizational Misconduct

This course, taught by two former federal prosecutors from the SDNY who have overseen significant corporate criminal prosecutions, explores the history of corporate criminal prosecutions through studies of noteworthy cases, discusses issues that arise in conducting and defending investigations of corporate misconduct including remediation, and provides an overview of best practices to avoid corporate and individual liability.

The course begins with a discussion of principles of corporate criminal liability exploring shifting Department of Justice (DOJ) policies on charging corporations, including those designed to incentivize voluntary disclosures and encourage remediation, efforts to regulate deferred prosecution agreements, as well as DOJ coordination with other regulators in these types of cases.

Case studies of recent incidents of corporate impropriety will include: a general overview of effective, robust compliance programs; governance mechanisms to ensure information flows to the board and senior management, including responding to whistleblowers; governance risks posed by vendors and other counterparties; governance issues arising from cybersecurity threats; regulatory and compliance risks for start ups; and the perils of social media and new technology as public companies interact with investors.

Throughout the course, students will be discussing effective governance, ethics and compliance programs so that upon completion of the course, students are knowledgeable about corporate governance and ethics issues, and acquainted with remedial tools and programs to address such issues.