Why GCs Don’t Prevent Corporate Crime

Donna Boehme – Corporate Counsel – December 1, 2016

This article first appeared here on Corporate Counsel.

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Roy Snell, executive director of the Society for Corporate Compliance and Ethics, is a great thought leader for the profession, blessed with a talent for expressing pretty complex concepts in a stripped down, evocative, and simple way that makes the point powerfully and simply. And with so many bloviators attempting to define the compliance profession in their own terms, the world needs that. Roy has often said many times that the compliance profession arose because “those who came before failed to detect, prevent and remediate the problems.” The premise is perfectly sound: If the general counsel and Legal profession had been successful gatekeepers in preventing corporate crime, then why would a separate profession of “corporate compliance” be needed?

But it was needed.

An important new white paper examines why Legal, originally posed as the gatekeeper for “legal compliance” under Sarbanes-Oxley, did not then continue to encompass the entire corporate compliance profession—which has become “the hottest trade on Wall Street.” In their white paper— “Why Don’t General Counsels Stop Corporate Crime?”—two authors from the University of Michigan Business School explore why GCs, who are positioned as “gatekeepers,” do not routinely bring corporate crime to the senior management levels for resolution. This white paper gives good context for the rise of Compliance 2.0—today’s modern compliance profession that has a separate and different mandate from in-house legal, and as we have discussed, different skill sets, best practices and core competencies than the in-house Legal bar. We refer to this as Compliance subject matter expertise (SME) for the purposes of defining Compliance 2.0.

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