Sidley assists clients to review, design and implement comprehensive and targeted compliance assurance and ethics programs. Complementing Sidley’s extensive experience with internal investigations, civil litigation, criminal defense and corporate governance, Sidley helps clients improve their ability to conduct business ethically and in compliance with legal requirements. These programs are aimed at preventing and detecting violations of law, identifying and managing risks and supporting a corporate culture of ethical conduct.
Regulators’ and prosecutors’ decisions to bring civil or criminal enforcement actions and the severity of a civil penalty or a criminal sentence imposed are in significant measure influenced by the extent and quality of a company’s compliance systems. Further, the public’s perception of a company (and, thus, the likelihood of private claims and reputational damage) may also be influenced by the public’s perception of the adequacy of internal controls.
Sidley helps clients design and implement programs that conform with the Federal Organizational Sentencing Guidelines’ criteria on what constitutes an effective compliance and ethics program and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the SEC and the New York Stock Exchange. We have developed programs that cover the full range of clients’ business and legal obligations as well as programs that focus on specific legal requirements, including antitrust, Foreign Corrupt Practices Act, FDA good manufacturing practices, government contracting, privacy (both U.S. and international), customs and import/export controls, intellectual property, healthcare fraud prevention, environmental (e.g., ISO 14001), election law and campaign finance, occupational safety and securities law.
Sidley’s compliance and ethics programs work has included:
- Strategizing regarding overall systems design and implementation;
- Conducting risk assessments that identify potential areas of non-compliance;
- Creating and reviewing codes of conduct;
- Developing programs and procedures aimed at specific compliance issues;
- Conducting training and awareness programs at all levels, including to Boards of Directors and senior management as well as to line employees;
- Designing and implementing auditing and corrective action programs, including auditing the effectiveness of the compliance programs as well as auditing for compliance with specific legal requirements; and
- Advising on information and document management issues, including privacy, electronic communications and document retention.
During implementation, we help clients with key organizational issues, such as Board oversight and review processes and establishing a compliance structure at the management level. We tailor our assistance to the specific needs of the business, such as supplementing a client’s “hotline” program with a program to train non-lawyers on how to conduct effective and appropriate internal investigations in response to calls to the hotline. We also look for innovative solutions to complex problems, including working with consultants to create web-based compliance training programs that can be rapidly rolled-out on national and international levels.
Our experience with compliance programs ranges across virtually all sectors of the economy, including energy, transportation, banking and finance, utilities, healthcare, pharmaceuticals, automotive, chemicals, natural resources, electronics, aerospace and manufacturing. We have worked with large multinationals to develop internationally-applicable programs and have helped companies with one or two facilities implement effective programs. Some of our clients have needed a compliance and ethics program that works in a highly-decentralized environment with essentially unrelated business units, while others operate in a more centralized and uniform business model. We have worked directly with Boards of Directors and have also spent significant time at the operating level in client offices and facilities. Therefore, we have extensive practical experience on what works at the everyday level.