PRIVATE SECTOR COMPLIANCE WITHPUBLIC REGULATION

LAWS 579

(Section01)

Spring 2010

Professor	Class Time/Location	Office Hours	Contact Information
Prof. Jack Baldwin LeClair, MA, EdS, JD	Tuesday, 6:30-9:10 PM	Posted	leclairj@mail.montclair.edu
	Dickson Hall Room 114	By Appointment	973.655.7953
			Dickson 314

Course Materials

Required

SI = Silverman, Michael. Compliance Management for Public, Private, or Non-Profit Organizations (St. Paul, Minn.: McGraw Hill, 2008)

SP = Sparrow, Malcolm K. The Regulatory Craft. (Washington, D.C.: The Brookings Institute, 2000)

MM = Monks, Robert and Nell Minow, Corporate Governace, 3rd Edition. (Malden, MA: Blackwell Publishing, 2004)

Grading

Midterm Examination	30%
Final Examination	30%
Classroom Participation	20%
Paper, Homework, and Simulations	20%

All articles and required readings are available through this syllabus and can be directly linked. Other reading assignments may be introduced and circulated in class.

PURPOSE OF THIS COURSE

This course is a survey course. Some prior knowledge is necessary or expected. The purpose of the course is:

To explore the origin and history of governance, compliance, and regulation
To acquaint the students with the sources of regulatory authority..
To understand the principles underlying American regulatory practice..
To explore interstate issues affecting commerce, hregulation, and criminal prosecution.
To acquaint students with various legal documents which control the substance and procedure of compliance.

NOTES

Reading assignments must be prepared in advance of the class meeting date.
Not all course material is covered in the text. Examinations may include material covered by lecture, class discussion, handouts, demonstrations or lab sessions in addition to assigned readings.
There will be no makeup examinations.(1)
Class attendance is mandatory and class participation will be rewarded.
Recommended reference books and supplemental reading materials will be assigned.
Students are encouraged to work cooperatively.
DO NOT FAX ASSIGNMENTS UNDER ANY CIRCUMSTANCES.

TOPICS AND ASSIGNMENTS

This syllabus will change. Keep checking each week for new assignments. Also, materials will be posted on http://blackboard.montclair.edu All assigned chapters refer to the text. Specific assignments within the pages assigned may be announced in class. Outside readings may be assigned. All topics will be covered on a flexible schedule depending on the needs of the class, and other factors. Preliminary dates are provided.

Grading

Attendance/Participation	10%
Simulation & Assignments	20%

Midterm Exam	30%
Final Exam	40%

TOPICSAND ASSIGNMENTS

** * Please note that this syllabus and assigned readings are subject to change* * *

PART I – Governance

Date

Discussion Topics

Assignments For Next Week

01.19.10

· Introduction and overview of governance, compliance, and regulation. The regulatory field.

· What do “governance,” “compliance,” “ethics,” “values” really mean?)

· History of the Corporation - review of origins of corporate entity; corporations under the Constitution)

· SP: Intro.

· Read Corporations as Persons under the Constitution

· Read Corporate Governance

· Read Corporate Scandals article

· Read Corporate Structure

· Read The Basics of Corporate Structure

· Assignment: Identify a key stakeholder or interest group

· Assignment: Project introduced - What is BIS?

01.26.10

· Challenges in and to regulatory practice - pressures and ideas

The Hands that Rock the Stock (governance structures; boards of directors; management teams)

· Corporate Structure and the cyborg

· Corporate Scandals

· Enron, Tycho, Madoff etc.

· Regulatory reaction

· SP:Ch 1 and 2.

· Read Chaos Theory

· Read Federal Sentencing Guidelines

· Read Sociological Origins of White Collar Crime

· Bureau of Industry and Standards

Review Corporate Scandals

02.02.10

· Stakeholders and the customer service model

· The myth of the socially conscious corporation

· Rated “PG” for Public Guidance (shareholder resolutions; rating agencies; and frameworks for measuring corporate progress against CSR objectives)

· SP: Ch 3-5.

· Read Lessons Learned

· Read A Retrospective

· Read Freescale’s Corporate Social Responsibility Report

· Read Public Corporations Shall Take Us Seriously

· Simulation: Prepare 2 to 4 page paper related to government inquiries, investigations, a governance or compliance “case” in your industry, or an area of potential investigatory interest in your industry.

02.09.10

· The craft - innovations and reform

· A Social Gathering Related to Corporate Responsibility (a look at Corporate Social Responsibility and its myths)

· Enron revisited - the corporation as sociopath.

· SP: 6 and 7.

· Arguments Against Corporate Social Responsibility

· Limits of Corporate Responsibility

· Read The Talent Myth

02.16.10

· Measuring results, admitting failure, and reengaging.

· Sustainabiltiy as a mandatory process

· SP: 8 and 9

· Read: Corporate Sustainability Dow Jones Index

· Read GRI reporting guidelines

· Peruse Issues Management website

02.23.10

· Problem solving and infrastructure

· risk management

· The risks of volunteerism

· SP: 10 and 11

· Read Risk Assessment Strategy article

Read Ethikos article on risk assessment

· Read Incorporating Ethics into Strategic Plans

· Assignments: Review Office of Inspector General’s list of Corporate Integrity Agreements, find one in “your industry” (or another industry), and write a 1 to 2 page summary of its basis, requirements, stipulations, duration, etc.

· Simulation: Using the approach and model discussed in class, prepare a 1 to 2 page Risk and Priorities Assessment on the “top line” risks (top 5 legal, compliance, reputational risks) in your industry.

03.02.10

· Risk Assessment

· Smoke and mirrors and false reporting

· SP: 12, 13, 14.

· Read Pros and Cons of Deferred Prosecution Agreements

· Revisit Chapter Ten of The Regulatory Craft, “Problem Solving” (distributed in class)

· Read Corporate Governance and Compliance

· Assignment: Using the findings of your risk assessment, and using a typical corporate structure, build the findings of your risk assessment into a one-year plan (2 to 4 pages).

PART II – Compliance

03.09.10

· Managing risk and creating it

· Midterm exam distributed

· SP: 15-18

· Assignment: Read In re: Caremark International and following traditional case brief format prepare a two- to four-page case brief.

03.16.10

· Spring Recess: No class

Midterm Examination - Due in class.

03.23.10

· Midterm Exams Due in Class

· Focus on Compliance and Mandate

· Compliance on the Runway (compliance approaches and models; structure; components)

· Under-valued (a look at relationship between ethics and compliance; values-based programs; trend toward “values-based” compliance programs)

· Do the Right Thing (Spike Lee coined it, but what does it really mean in a corporate context?)

· SP: 19-21; SI: Intro and Ch 1 and 2

· Read job description for Chief Compliance Officer

· Read job description for Director, Governance and Compliance

· Read Beyond Compliance

· Familiarize yourself with the Plain-Language literature: SEC’s Plain Language handbook Plain Language website; Before and After Plain Language; Response to Critics of Plain Language

· Familiarize yourself with Verizon’s Code of Conduct

· Assignment: In 1 to 2 pages, prepare a memorandum from the CCO to the CEO, wherein you make the case for a new or revised Code of Conduct (which will cost your company $100,000 when it’s all said and done)

03.30.10

· Ethics and Corporate Culture

· Straight Talk! (importance of writing policies, procedures, and guidelines in “plain language” and with style)

· Codes of Conduct Becoming (summarizing key policy areas in handy reference guides; employee acknowledgments)

· Like It Or Not (a look at U.S. laws that apply overseas for U.S.-based companies)

· Jet-setting Policies (making global policies apply locally)

· SI: 3 - 4

· Read article on Communicating Legal Compliance Effectively

· Simulation: (1) download and read this Sample Policy on Harassment; and (2) rewrite it following Plain Language Guidelines (as short as possible but as long as necessary)

04.06.10

· The organization and compliance - Goals and Structure

· SI: 5 - 7

· Read article on SOX Whistleblowing

· Read article on SOX and French Whistleblowing

· Read Report on Whistleblowing in France

· Read Protocol for Internal Investigations

· Simulation: Imagine you are a compliance officer for a Fortune 500 company in “your industry.” You receive a report through your Hot Line in a country in South America alleging managerial harassment. Prepare a 2 to 4 page summary of how you would handle and what you’d do about it (i.e., who is doing what to whom by when and why?)

04.13.10

· Tools for complaince

· SI: 8- 9

· Read EPA’s summary of Measuring Success of Effective Compliance Program

· Simulation: Based on the hypothetical fact patter distributed in class, prepare a 2 to 4 page investigations plan.

· Simulation Write a 2 to 4 page plan related to implementing and deploying global reporting mechanisms.

04.20.10

· The Check, Mate (monitoring; measuring; audit; improving governance and compliance on a “rolling” basis)

· Recursive Complaince: Closing the Ethics Loop

· The Atomic Model of Compliance (a scientific look at the molecular, infinite customer-supplier relationship; supplier codes of conduct; Cisco’s Supplier Code of Conduct; realistic expectations and scope; relationship to Chaos Theory)

· Guest Lecturer(s)

· SI: 10 -12

· Read: Auditing Article (to be identified)

· Read: Measurements Article (to be identified)

· Optional Read What’s So Important about Having a Compliance Program?

· Optional Read Risks of Corporate Compliance Programs

· Simulation: Write a 1 to 2 page position paper as to why (or why not) corporations have an obligation to “close the loop” with whistleblowers.

· Simulation: Write a 1 to 2 page memorandum to your EVP, Corporate Affairs, and indicated your endorsement (or not) related to a proposed Supplier Code of Conduct (and why or why not)

04.27.10

· Where the Rubber Meets the Road (putting all the compliance pieces together; a comprehensive governance and compliance case study)

· Final Exam Review

05.04.08

· Final Exam

PRIVATE SECTOR COMPLIANCE WITHPUBLIC REGULATION

LAWS 579

(Section01)

Spring 2010

Course Materials

Required

SI = Silverman, Michael. Compliance Management for Public, Private, or Non-Profit Organizations (St. Paul, Minn.: McGraw Hill, 2008)

SP = Sparrow, Malcolm K. The Regulatory Craft. (Washington, D.C.: The Brookings Institute, 2000)

Recommended

MM = Monks, Robert and Nell Minow, Corporate Governace, 3rd Edition. (Malden, MA: Blackwell Publishing, 2004)

Grading

All articles and required readings are available through this syllabus and can be directly linked. Other reading assignments may be introduced and circulated in class.

PURPOSE OF THIS COURSE

NOTES

TOPICS AND ASSIGNMENTS

Grading

TOPICSAND ASSIGNMENTS

PART I – Governance

PART II – Compliance