The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 17 Aug 2026 15:05:14 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png A Growing Divide Between Compliance Have’s and Have-Not’s – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 A Growing Divide Between Compliance Have’s and Have-Not’s https://corpgov.law.harvard.edu/2012/07/10/a-growing-divide-between-compliance-haves-and-have-nots/?utm_source=rss&utm_medium=rss&utm_campaign=a-growing-divide-between-compliance-haves-and-have-nots https://corpgov.law.harvard.edu/2012/07/10/a-growing-divide-between-compliance-haves-and-have-nots/#comments Tue, 10 Jul 2012 13:23:26 +0000 http://blogs.law.harvard.edu/corpgov/?p=30326?d=20150113141610EST Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday, July 10, 2012
Editor's Note:

The following post comes to us from Jeffrey M. Kaplan, partner at Kaplan & Walker LLP.

In Semi-Tough: A Short History of Compliance and Ethics Program Law, presented at a May 2012 RAND Symposium on Corporate Culture and Ethical Leadership Under the Federal Sentencing Guidelines: What Should Boards, Management and Policymakers Do Now, I explore the legacy of the Federal Sentencing Guidelines for Organizations (“FSGO”) with respect to compliance and ethics (“C&E”) programs.

Since the advent of the FSGO in November 1991, the legal drivers for corporations to implement strong C&E programs have seemed to be ever on the increase, at least in the U.S. Indeed, the past few years alone have seen:

  • Rigorous enforcement, to an unprecedented extent, of the Foreign Corruption Practices Act (“FCPA”) – a law which, because of its internal controls provisions, strongly encourages companies to have effective C&E programs.
  • The imposition, also to an extent never before seen, of very large federal criminal fines, including but by no means limited to those meted out in FCPA cases.
  • The initiation of a significant number of “Caremark” claims alleging failures by directors to oversee sufficiently their respective companies’ C&E programs.
  • Revisions in 2010 to the FSGO to encourage independent C&E officer functions.
  • Numerous other subject-matter-specific legal developments including (but by no means limited to) those regarding government contracting and energy utilities.

(more…)

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