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The new face of an effective compliance and ethics programAmended Organizational Sentencing Guidelines With an introduction and annotation prepared by LRN July 2005 It is also notable what the revised guidelines do not change: organizations with an effective compliance and ethics program still have the opportunity to earn reduced sentences, so long as the offense was not perpetrated or condoned by a "high-level" person and the company reported the offense to the government in a timely way. In sum, there are substantial incentives for having an effective program. At the same time, however, the bar has been raised, and it is not going to be lowered. Background The revisions also seek to bring the guidelines in line with both the Sarbanes-Oxley Act, with its requirement of a Code of Ethics for Senior Finance Managers, and the NYSE and NASDAQ Governance Standards approved by the SEC, which require listed companies to have Codes of Business Conduct and Ethics for all employees. The Supreme Court’s decision in United States v. Booker in January 2005 has since confirmed that even if no longer mandatory, federal judges are still required to consider the guidelines’ sentencing ranges. Prosecutors will also continue to look to the guidelines. Deputy Attorney General Comey stated in a January 28, 2005 memorandum to all federal prosecutors that "...we must take all steps necessary to ensure adherence to the Sentencing Guidelines." On November 1, 2004, the rules for corporate governance changed yet again. On that date, the United States Sentencing Commission’s revised Sentencing Guidelines for Organizations, which apply to both for-profit and non-profit organizations, went into effect. The revised guidelines make it clear that for an organization to receive a reduction in fines and penalties, it must have a comprehensive ethics and compliance program in place to prevent and detect criminal activity. The amendments also toughen the requirements for an effective compliance program and urge companies to strongly emphasize the role ethics plays in the initiative—and place responsibility for accomplishing these mandates squarely on an organization’s "governing authority." The revised guidelines explicitly state that these efforts will fail unless there is a strong desire on behalf of the company to develop and implement an enterprise-wide effort that promotes an ethically-focused corporate culture. Furthermore, they call for companies to implement robust risk assessment and control processes. Even the very name of the program was changed from "compliance" to "compliance and ethics" in the guidelines’ language, with the dual requirement to "exercise due diligence to prevent and detect criminal conduct" and to "promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law." Amendments to the Federal Sentencing Guidelines for Organizations The key changes to the guidelines are: An explicit recognition of the important role ethics and culture play in ensuring effective compliance and ethics programs. The Commission went so far as to change the definition of an effective program from one that provides due diligence to prevent and detect criminal violations, to one that also must "promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law." According to the Commission, the purpose of this addition is "to reflect the emphasis on ethics and values incorporated into recent legislative and regulatory reforms, as well as the proposition that full compliance with all laws is the expected behavior of organizations." A risk assessment requirement. Companies now must demonstrate that they have identified risk areas where criminal violations may occur. This includes the use of auditing and monitoring systems to detect criminal conduct, ongoing risk assessment, and periodic evaluation of the effectiveness of the program. A broadening of existing compliance standards from discipline of individual actors to a requirement that the organization encourage "appropriate incentives to perform in accordance with the compliance and ethics program." Previously, there was no requirement for incentives. A requirement that companies provide employees with a means to seek guidance regarding potential or actual criminal conduct without fear of retribution. The system may include mechanisms that allow for anonymity or confidentiality. The movement of training from an option to a requirement. The Commission recognized that effective communication of the company’s standards and procedures cannot be accomplished simply by creating publications that sit on the shelf. Consequently education is now emphasized in the guidelines and includes a mandatory training requirement for high-level officials, as well as employees, in relevant legal standards and obligations. A new requirement that the organization’s compliance officer be given adequate authority and resources to carry out his or her responsibilities. This includes a direct reporting responsibility and access to the organizational leadership and the organization’s governing authority on the program. The placement of responsibility for reasonable oversight of the compliance and ethics program with the board of directors, and, consequently, a board knowledgeable about the content and operation of that program. A requirement that senior management "ensure" that the organization has an effective compliance and ethics program. In sum, the amendments have raised the bar for compliance and ethics, and put responsibility for the program in the hands of the board. While it will take some time to see the actual impact of the changes, companies will need to immediately begin reassessing their compliance and ethics programs in light of the amendments. The following pages contain the amendments to the guidelines. They have been annotated to provide both context and points for you to consider as you work to help your company comply with the revised guidelines.A requirement that senior management "ensure" that the organization has an effective compliance and ethics program. In sum, the amendments have raised the bar for compliance and ethics, and put responsibility for the program in the hands of the board. While it will take some time to see the actual impact of the changes, companies will need to immediately begin reassessing their compliance and ethics programs in light of the amendments. The following pages contain the amendments to the guidelines. They have been annotated to provide both context and points for you to consider as you work to help your company comply with the revised guidelines. 11. Amendment: Chapter Eight is amended by striking the "Introductory Commentary" and inserting the following: Introductory Commentary The guidelines and policy statements in this chapter apply when the convicted defendant is an organization. Organizations can act only through agents and, under federal criminal law, generally are vicariously liable for offenses committed by their agents. At the same time, individual agents are responsible for their own criminal conduct. Federal prosecutions of organizations therefore frequently involve individual and organizational co-defendants. Convicted individual agents of organizations are sentenced in accordance with the guidelines and policy statements in the preceding chapters. This chapter is designed so that the sanctions imposed upon organizations and their agents, taken together, will provide just punishment, adequate deterrence, and incentives for organizations to maintain internal mechanisms for preventing, detecting, and reporting criminal conduct. This chapter reflects the following general principles: First, the court must, whenever practicable, order the organization to remedy any harm caused by the offense. The resources expended to remedy the harm should not be viewed as punishment, but rather as a means of making victims whole for the harm caused. Second, if the organization operated primarily for a criminal purpose or primarily by criminal means, the fine should be set sufficiently high to divest the organization of all its assets. Third, the fine range for any other organization should be based on the seriousness of the offense and the culpability of the organization. The seriousness of the offense generally will be reflected by the greatest of the pecuniary gain, the pecuniary loss, or the amount in a guideline offense level fine table. Culpability generally will be determined by six factors that the sentencing court must consider. The four factors that increase the ultimate punishment of an organization are: (i) the involvement in or tolerance of criminal activity; (ii) the prior history of the organization; (iii) the violation of an order; and (iv) the obstruction of justice. The two factors that mitigate the ultimate punishment of an organization are: (i) the existence of an effective compliance Amendments to the Federal Sentencing Guidelines for Organizations In this document, you will find annotations providing a broader perspective along with points to consider as you assess the effectiveness of a company’s ethics and compliance program, corporate culture, and practices in light of the guidelines. Ethics First Commission Vice Chair Ruben Castillo stated that, "A good corporate citizen must first and foremost operate ethically." The greatest shift in thinking behind the changes in the guidelines is from a focus on compliance to a broader perspective that examines the corporate culture and the role of both ethics and compliance. Does the company’s ethics and compliance program currently emphasize ethical conduct or just compliant conduct? Do the company’s risk management processes encompass legal compliance and ethical risk areas? Does the enterprise regularly assess employee attitudes concerning compliance, ethics, or the corporate culture? Timely investigation of incidents can mitigate the risk to a company’s reputation. Do the company’s lawyers have the mechanisms in place to learn about and respond to incidents promptly? Fourth, probation is an appropriate sentence for an organizational defendant when needed to ensure that another sanction will be fully implemented, or to ensure that steps will be taken within the organization to reduce the likelihood of future criminal conduct. These guidelines offer incentives to organizations to reduce and ultimately eliminate criminal conduct by providing a structural foundation from which an organization may self-police its own conduct through an effective compliance and ethics program. The prevention and detection of criminal conduct, as facilitated by an effective compliance and ethics program, will assist an organization in encouraging ethical conduct and in complying fully with all applicable laws." Section 8A1.2(a) is amended by inserting ", Subpart 1" after "Part B". Section 8A1.2(b)(2)(D) is amended by adding at the end the following: "To determine whether the organization had an effective compliance and ethics program for purposes of §8C2.5(f), apply §8B2.1 (Effective Compliance and Ethics Program)." The Commentary to §8A1.2 captioned "Application Notes" is amended in Note 3(c) in the second sentence by inserting "of the organization" after "high-level personnel". The Commentary to §8A1.2 captioned "Application Notes" is amended by striking Note 3(k). Chapter Eight, Part B is amended by striking the heading and inserting the following: "PART B - REMEDYING HARM FROM CRIMINAL CONDUCT, AND EFFECTIVE COMPLIANCE AND ETHICS PROGRAM 1. REMEDYING HARM FROM CRIMINAL CONDUCT" and by adding at the end the following new subpart: "2. EFFECTIVE COMPLIANCE AND ETHICS PROGRAM §8B2.1. Effective Compliance and Ethics Program (a) To have an effective compliance and ethics program, for purposes of subsection (f) of §8C2.5 (Culpability Score) and subsection (c)(1) of §8D1.4 (Recommended Conditions of Probation - Organizations), an organization shall— (1) exercise due diligence to prevent and detect criminal conduct; and (2) otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. Such compliance and ethics program shall be reasonably designed, implemented, and enforced so that the program is generally effective in preventing and detecting criminal conduct. The failure to prevent (a) To have an effective compliance and ethics program, for purposes of subsection (f) of §8C2.5 (Culpability Score) and subsection (c)(1) of §8D1.4 (Recommended Conditions of Probation - Organizations), an organization shall— (1) exercise due diligence to prevent and detect criminal conduct; and (2) otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. Such compliance and ethics program shall be reasonably designed, implemented, and enforced so that the program is generally effective in preventing and detecting criminal conduct. The failure to prevent Board Oversight "The organization’s governing authority shall be knowledgeable about the content and operation of the compliance and ethics program and shall exercise reasonable oversight with respect to the implementation and effectiveness of the compliance and ethics program." - Amended U.S. Sentencing Guidelines How will the board conduct its ethics and compliance oversight responsibilities? Have the directors discussed ethics and ethical issues pertaining to the board to better understand expectations and differences in perspective? What tools and information are used to assess the effectiveness of your company’s program? What is the optimal frequency and detail of ongoing reporting? Are the company’s business processes for ethics and compliance being managed in a systematic and disciplined manner enterprise-wide? or detect the instant offense does not necessarily mean that the program is not generally effective in preventing and detecting criminal conduct. (b) Due diligence and the promotion of an organizational culture that encourages ethical conduct and a commitment to compliance with the law within the meaning of subsection (a) minimally require the following: (1) The organization shall establish standards and procedures to prevent and detect criminal conduct. (2) (A) The organization’s governing authority shall be knowledgeable about the content and operation of the compliance and ethics program and shall exercise reasonable oversight with respect to the implementation and effectiveness of the compliance and ethics program. (B) High-level personnel of the organization shall ensure that the organization has an effective compliance and ethics program, as described in this guideline. Specific individual(s) within high-level personnel shall be assigned overall responsibility for the compliance and ethics program. (C) Specific individual(s) within the organization shall be delegated day-to-day operational responsibility for the compliance and ethics program. Individual(s) with operational responsibility shall report periodically to high-level personnel and, as appropriate, to the governing authority, or an appropriate subgroup of the governing authority, on the effectiveness of the compliance and ethics program. To carry out such operational responsibility, such individual(s) shall be given adequate resources, appropriate authority, and direct access to the governing authority or an appropriate subgroup of the governing authority. (3) The organization shall use reasonable efforts not to include within the substantial authority personnel of the organization any individual whom the organization knew, or should have known through the exercise of due diligence, has engaged in illegal activities or other conduct inconsistent with an effective compliance and ethics program. (4) (A) The organization shall take reasonable steps to communicate periodically and in a practical manner its standards and procedures, and other aspects of the compliance and ethics program, to the individuals referred to in subdivision (B) by conducting effective Elevating Compliance The guidelines raise the status of those responsible for day-to-day management of the program. In addition, the company must give the people charged with this function "adequate resources, appropriate authority, and direct access" to the governing authority of the organization. Is the company’s senior management team in a position to assess fully whether it has an effective compliance team? Has management allocated sufficient resources to the compliance and ethics function enterprise-wide? Is there a designated Chief Compliance Officer to oversee compliance and ethics activities and develop visibility into all of the company’s legal and ethical risk areas? Do the individuals leading the compliance and ethics function have direct access to the board to share information openly and without fear of potential retaliation? How will the company measure the effectiveness of the ethics and compliance program? Training programs and otherwise disseminating information appropriate to such individuals’ respective roles and responsibilities. (B) The individuals referred to in subdivision (A) are the members of the governing authority, high-level personnel, substantial authority personnel, the organization’s employees, and, as appropriate, the organization’s agents. (5) The organization shall take reasonable steps— (A) to ensure that the organization’s compliance and ethics program is followed, including monitoring and auditing to detect criminal conduct; (B) to evaluate periodically the effectiveness of the organization’s compliance and ethics program; and (C) to have and publicize a system, which may include mechanisms that allow for anonymity or confidentiality, whereby the organization’s employees and agents may report or seek guidance regarding potential or actual criminal conduct without fear of retaliation. (6) The organization’s compliance and ethics program shall be promoted and enforced consistently throughout the organization through (A) appropriate incentives to perform in accordance with the compliance and ethics program; and (B) appropriate disciplinary measures for engaging in criminal conduct and for failing to take reasonable steps to prevent or detect criminal conduct. (7) After criminal conduct has been detected, the organization shall take reasonable steps to respond appropriately to the criminal conduct and to prevent further similar criminal conduct, including making any necessary modifications to the organization’s compliance and ethics program. (c) In implementing subsection (b), the organization shall periodically assess the risk of criminal conduct and shall take appropriate steps to design, implement, or modify each requirement set forth in subsection (b) to reduce the risk of criminal conduct identified through this process. Commentary Application Notes: ‘Compliance and ethics program’ means a program designed to prevent and detect criminal conduct. Not Just Criminal Law The Ad Hoc Advisory Group recommended changing the guidelines to include compliance not only with criminal laws, but with all laws. The Commission stopped short of that, but made it clear that the aspirational goal of such a program is to prevent all violations. How well equipped is the company to perform root-cause analysis of the reasons for a violation and to systemically cycle improvements back into the program? Does the company have the tools to monitor and assess the compliance and ethics program on an ongoing basis? Are there processes in place to monitor not only compliance with criminal laws, but with all laws? ‘Governing authority’ means the (A) the Board of Directors; or (B) if the organization does not have a Board of Directors, the highest-level governing body of the organization. ‘High-level personnel of the organization’ and ‘substantial authority personnel’ have the meaning given those terms in the Commentary to §8A1.2 (Application Instructions - Organizations). ‘Standards and procedures’ means standards of conduct and internal controls that are reasonably capable of reducing the likelihood of criminal conduct. 2. Factors to Consider in Meeting Requirements of this Guideline.— (A) In General.—Each of the requirements set forth in this guideline shall be met by an organization; however, in determining what specific actions are necessary to meet those requirements, factors that shall be considered include: (i) applicable industry practice or the standards called for by any applicable governmental regulation; (ii) the size of the organization; and (iii) similar misconduct. (B) Applicable Governmental Regulation and Industry Practice.—An organization’s failure to incorporate and follow applicable industry practice or the standards called for by any applicable governmental regulation weighs against a finding of an effective compliance and ethics program. (C) The Size of the Organization.— (i) In General.—The formality and scope of actions that an organization shall take to meet the requirements of this guideline, including the necessary features of the organization’s standards and procedures, depend on the size of the organization. (ii) Large Organizations.—A large organization generally shall devote more formal operations and greater resources in meeting the requirements of this guideline than shall a small organization. As appropriate, a large organization should encourage small organizations (especially those that have, or seek to have, a business relationship with the large organization) to implement effective compliance and ethics programs. (iii) Small Organizations.—In meeting the requirements of this guideline, small organizations shall demonstrate the same degree of commitment to ethical conduct and compliance with the law as large organizations. However, a small organization may meet the requirements of this guideline with less formality and fewer resources than would be expected of large organizations. In appropriate circumstances, reliance on existing resources and simple systems can demonstrate a degree of commitment that, for a large organization, would only be demonstrated through more formally planned and implemented systems. Examples of the informality and use of fewer resources with which a small organization may meet Ending Mistrust In a poll conducted by LRN and Wirthlin, 61 percent of Americans surveyed believed that the mistrust of business is justified. It’s not surprising that the guidelines require high-level personnel to encourage "...ethical conduct and a commitment to compliance with the law." How active are high-level personnel in espousing the organization’s values? Are they openly and actively participating in enterprise compliance and ethics initiatives? To what degree is their activity measured and monitored? Does the code of conduct make a compelling case for ethics and compliance? Has management infused other company communications with ethics and compliance messages? To what extent is ethical conduct being treated as integral to the way the company does business? Is ethics woven into the fabric of the corporate culture? Or, is it being treated as a stand alone initiative? Has the company effectively communicated its values and standards to vendors and others with whom it does business? The requirements of this guideline include the following: (I) the governing authority’s discharge of its responsibility for oversight of the compliance and ethics program by directly managing the organization’s compliance and ethics efforts; (II) training employees through informal staff meetings, and monitoring through regular "walk-arounds" or continuous observation while managing the organization; (III) using available personnel, rather than employing separate staff, to carry out the compliance and ethics program; and (IV) modeling its own compliance and ethics program on existing, well-regarded compliance and ethics programs and best practices of other similar organizations. (D) Recurrence of Similar Misconduct.—Recurrence of similar misconduct creates doubt regarding whether the organization took reasonable steps to meet the requirements of this guideline. For purposes of this subdivision, "similar misconduct" has the meaning given that term in the Commentary to §8A1.2 (Application Instructions - Organizations). 3. Application of Subsection (b)(2).—High-level personnel and substantial authority personnel of the organization shall be knowledgeable about the content and operation of the compliance and ethics program, shall perform their assigned duties consistent with the exercise of due diligence, and shall promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. If the specific individual(s) assigned overall responsibility for the compliance and ethics program does not have day-to-day operational responsibility for the program, then the individual(s) with day-to-day operational responsibility for the program typically should, no less than annually, give the governing authority or an appropriate subgroup thereof information on the implementation and effectiveness of the compliance and ethics program. 4. Application of Subsection (b)(3).— (A) Consistency with Other Law.—Nothing in subsection (b)(3) is intended to require conduct inconsistent with any Federal, State, or local law, including any law governing employment or hiring practices. (B) Implementation.—In implementing subsection (b)(3), the organization shall hire and promote individuals so as to ensure that all individuals within the high-level personnel and substantial authority personnel of the organization will perform their assigned duties in a manner consistent with the exercise of due diligence and the promotion of an organizational culture that encourages ethical conduct and a commitment to compliance with the law under subsection (a). With respect to the hiring or promotion of such individuals, an organization shall consider the relatedness of the individual’s illegal activities and other misconduct (i.e., other conduct inconsistent with an Alignment By creating the amendments, the Commission also hoped to "synchronize" the guidelines with other legislative and regulatory initiatives promulgated subsequent to the recent corporate scandals. These include the Sarbanes-Oxley Act, the changing governance requirements of the public stock exchanges and changes by the SEC. They also bring synchronicity with former Attorney General Ashcroft’s warning: "When evidence shows that a company’s culture breeds corruption and disrespect for the law, the Department of Justice will not hesitate to bring criminal charges against the company itself." What processes does the company have in place to track emerging risks that may arise from changes in its organizational structure or products or services? Does the company have mechanisms in place to assess legal and ethical risks? How has the company tailored its compliance program to reflect its past ethics and compliance failures? effective compliance and ethics program) to the specific responsibilities the individual is anticipated to be assigned and other factors such as: (i) the recency of the individual’s illegal activities and other misconduct; and (ii) whether the individual has engaged in other such illegal activities and other such misconduct. 5. Application of Subsection (b)(6).—Adequate discipline of individuals responsible for an offense is a necessary component of enforcement; however, the form of discipline that will be appropriate will be case specific. 6. Application of Subsection (c).—To meet the requirements of subsection (c), an organization shall: (A) Assess periodically the risk that criminal conduct will occur, including assessing the following: (i) The nature and seriousness of such criminal conduct. (ii) The likelihood that certain criminal conduct may occur because of the nature of the organization’s business. If, because of the nature of an organization’s business, there is a substantial risk that certain types of criminal conduct may occur, the organization shall take reasonable steps to prevent and detect that type of criminal conduct. For example, an organization that, due to the nature of its business, employs sales personnel who have flexibility to set prices shall establish standards and procedures designed to prevent and detect pricefixing. An organization that, due to the nature of its business, employs sales personnel who have flexibility to represent the material characteristics of a product shall establish standards and procedures designed to prevent and detect fraud. (iii) The prior history of the organization. The prior history of an organization may indicate types of criminal conduct that it shall take actions to prevent and detect. (B) Prioritize periodically, as appropriate, the actions taken pursuant to any requirement set forth in subsection (b), in order to focus on preventing and detecting the criminal conduct identified under subdivision (A) of this note as most likely to occur. (C) Modify, as appropriate, the actions taken pursuant to any requirement set forth in subsection (b) to reduce the risk of criminal conduct identified under subdivision (A) of this note as most likely to occur. Background: This section sets forth the requirements for an effective compliance and ethics program. This section responds to section 805(a)(2)(5) of the Sarbanes-Oxley Act of 2002, Public Law 107–204, which directed the Commission to review and amend, as appropriate, the guidelines and related policy statements to ensure that the guidelines that apply to organizations in this chapter "are sufficient to deter and punish organizational criminal misconduct." This section sets forth the requirements for an effective compliance and ethics program. This section responds to section 805(a)(2)(5) of the Sarbanes-Oxley Act of 2002, Public Law 107–204, which directed the Commission to review and amend, as appropriate, the guidelines and related policy statements to ensure that the guidelines that apply to organizations in this chapter "are sufficient to deter and punish organizational criminal misconduct." Timely Reporting If the courts find that a company "unreasonably delayed reporting the offense to appropriate governmental authorities," companies lose many of the benefits of otherwise having an effective program. Organizations need to ensure that they have built robust mechanisms for quickly communicating knowledge of incidents to those charged with investigating them. Are there adequate systems in place to communicate incidents in a timely way to the compliance and ethics teams? Are those teams prepared to conduct a thorough investigation in a timely manner? Is there a system in place to quickly apprise the board of relevant disclosures? The requirements set forth in this guideline are intended to achieve reasonable prevention and detection of criminal conduct for which the organization would be vicariously liable. The prior diligence of an organization in seeking to prevent and detect criminal conduct has a direct bearing on the appropriate penalties and probation terms for the organization if it is convicted and sentenced for a criminal offense." The Commentary to §8C2.4 captioned "Application Notes" is amended in Note 2 by striking "(Larceny, Embezzlement, and Other Forms of Theft)" and inserting "(Theft, Property Destruction, and Fraud)". Section 8C2.5 is amended by striking subsection (f) and inserting the following: "(f) Effective Compliance and Ethics Program (1) If the offense occurred even though the organization had in place at the time of the offense an effective compliance and ethics program, as provided in §8B2.1 (Effective Compliance and Ethics Program), subtract 3 points. (2) Subsection (f)(1) shall not apply if, after becoming aware of an offense, the organization unreasonably delayed reporting the offense to appropriate governmental authorities. (3) (A) Except as provided in subdivision (B), subsection (f)(1) shall not apply if an individual within high-level personnel of the organization, a person within high-level personnel of the unit of the organization within which the offense was committed where the unit had 200 or more employees, or an individual described in §8B2.1(b)(2)(B) or (C), participated in, condoned, or was willfully ignorant of the offense. (B) There is a rebuttable presumption, for purposes of subsection (f)(1), that the organization did not have an effective compliance and ethics program if an individual (i) within high-level personnel of a small organization; or (ii) within substantial authority personnel, but not within high-level personnel, of any organization, participated in, condoned, or was willfully ignorant of, the offense." (1) If the offense occurred even though the organization had in place at the time of the offense an effective compliance and ethics program, as provided in §8B2.1 (Effective Compliance and Ethics Program), subtract 3 points. (2) Subsection (f)(1) shall not apply if, after becoming aware of an offense, the organization unreasonably delayed reporting the offense to appropriate governmental authorities. (3) (A) Except as provided in subdivision (B), subsection (f)(1) shall not apply if an individual within high-level personnel of the organization, a person within high-level personnel of the unit of the organization within which the offense was committed where the unit had 200 or more employees, or an individual described in §8B2.1(b)(2)(B) or (C), participated in, condoned, or was willfully ignorant of the offense. (B) There is a rebuttable presumption, for purposes of subsection (f)(1), that the organization did not have an effective compliance and ethics program if an individual (i) within high-level personnel of a small organization; or (ii) within substantial authority personnel, but not within high-level personnel, of any organization, participated in, condoned, or was willfully ignorant of, the offense." The Commentary to §8C2.5 captioned "Application Notes" is amended by striking Note 1 and inserting the following: "1. Definitions.—For purposes of this guideline, ‘condoned’, ‘prior criminal adjudication’, ‘similar misconduct’, ‘substantial authority personnel’, and ‘willfully ignorant of the offense’ have the meaning given those terms in Application Note 3 of the Commentary to §8A1.2 (Application Instructions -Organizations). ‘Small Organization’, for purposes of subsection (f)(3), means an organization that, at the time of the instant offense, had fewer than 200 employees." Encouraging Disclosures It takes courage for an employee to come forward and report a potential violation. These reports can be a critical early warning system and need to be encouraged. What are employees’ perceptions of the company’s anonymous disclosures? Do employees have easy access to the company’s reporting system and are they encouraged by management to use it? How appropriate and effective is the frontline guidance being provided to employees who come forward to make a report? 10 | Amendments to the Federal Sentencing Guidelines for Organizations The Commentary to §8C2.5 captioned "Application Notes" is amended in Note 3 in the last sentence by striking "entire organization" and inserting "organization in its entirety". The Commentary to §8C2.5 captioned "Application Notes" is amended in Note 10 by striking "The second proviso in subsection (f)" and inserting "Subsection (f)(2)"; and by striking "this proviso" and inserting "subsection (f)(2)". The Commentary to §8C2.5 captioned "Application Notes" is amended in Note 12 by adding at the end the following: "Waiver of attorney-client privilege and of work product protections is not a prerequisite to a reduction in culpability score under subdivisions (1) and (2) of subsection (g) unless such waiver is necessary in order to provide timely and thorough disclosure of all pertinent information known to the organization." Section 8C2.8(a) is amended in subdivision (9) by striking "and"; in subdivision (10) by striking the period at the end of the subdivision and inserting "; and"; and by adding at the end the following: "(11) whether the organization failed to have, at the time of the instant offense, an effective compliance and ethics program within the meaning of §8B2.1 (Effective Compliance and Ethics Program)." The Commentary to §8C2.8 captioned "Application Notes" is amended in Note 4 in the first sentence by inserting "within high-level personnel of" after "organization or". Section 8C4.10 is amended by striking "(Effective Program to Prevent and Detect Violations of Law)" and inserting "(Effective Compliance and Ethics Program)"; and by adding at the end the following paragraph: "Similarly, if, at the time of the instant offense, the organization was required by law to have an effective compliance and ethics program, but the organization did not have such a program, an upward departure may be warranted." Chapter Eight, Part D, is amended in the "Introductory Commentary" by striking "8D1.5" and inserting "8D1.4, and §8F1.1,". Section 8D1.1(a) is amended by striking subdivision (3) and inserting the following: "(3) if, at the time of sentencing, (A) the organization (i) has 50 or more employees, or (ii) was otherwise required under law to have an effective compliance and ethics program; and (B) the organization does not have such a program;" Section 8D1.4(b)(4) is amended by striking "(1)" and inserting "(A)"; by striking "(2)" and inserting "(B)"; and by striking "(3)" and inserting "(C)". Section 8D1.4(c) is amended by striking subdivision (1) and inserting the following: "(1) The organization shall develop and submit to the court an effective compliance and ethics program consistent with §8B2.1 (Effective From Lawlessness to Self-Governance There is a spectrum of culture that starts on one end with anarchy or lawlessness, then moves to blind obedience of the law, from there to informed acquiescence, and then finally to self-governance. In a self-governing culture, employees define themselves by a set of values that inspire them to not just follow the law, but to respect it and to ensure that those around them equally respect it. The guidelines are clearly about moving companies to self-governance. Has the company evaluated its cultural health to determine where it is along this spectrum? How are issues of law and corporate values being communicated: as rules that must be obeyed or as drivers of the corporate culture? Are employees educated to work through ethical dilemmas and make informed decisions based on their awareness of laws? Are values and culture pervasive in management communications or limited to discussions of the ethics and compliance programs? Compliance and Ethics Program). The organization shall include in its submission a schedule for implementation of the compliance and ethics program."; and in subdivisions (2), (3), and (4) by striking "to prevent and detect violations of law" each place it appears and inserting "referred to in subdivision (1)". The Commentary to §8D1.4 captioned "Application Notes" is amended by striking "Notes" in the heading and inserting "Note"; and in Note 1 by striking "a program to prevent and detect violations of law" and inserting "a compliance and ethics program"; and by striking the last sentence of the first paragraph and inserting "The court should approve any program that appears reasonably calculated to prevent and detect criminal conduct, as long as it is consistent with §8B2.1 (Effective Compliance and Ethics Program), and any applicable statutory and regulatory requirements.". Chapter Eight, Part D is amended by striking §8D1.5 and its accompanying commentary. Chapter Eight is amended by adding at the end the following Part: "PART F - VIOLATIONS OF PROBATION - ORGANIZATIONS §8F1.1. Violations of Conditions of Probation - Organizations (Policy Statement) Upon a finding of a violation of a condition of probation, the court may extend the term of probation, impose more restrictive conditions of probation, or revoke probation and resentence the organization. Commentary Application Notes: 2. Conditions of Probation.—Mandatory and recommended conditions of probation are specified in §§8D1.3 (Conditions of Probation - Organizations) and 8D1.4 (Recommended Conditions of Probation - Organizations)." Compliance: An Outcome of Ethics Dov Seidman argued in his testimony that, "...compliance with law is, in fact, an outcome—an outcome of a true self-governing culture." The guidelines reflect this thinking and identify a culture committed to ethics and compliance as the best means of achieving that outcome. Compliance with the law is not about rule building or policing. It’s about building self-governing cultures with strong ethical underpinnings. What programs are in place to ensure that employees understand the principles behind the company’s ethics and policies? Does the company’s code of conduct encourage individual responsibility or simply lay out a series of rules to follow? Is the company communicating with employees the consequences for failures to self-govern properly? Does the company’s culture encourage employees to act ethically, regardless of prevailing industry practices, or the potential impact on company financials? 12 | Amendments to the Federal Sentencing Guidelines for Organizations United States Sentencing Commission Reason for Amendment Universal Education The guidelines now make compliance and ethics training a requirement, including for the "governing authority" and high-level personnel. That education must also be updated periodically. This likely means three educational tracks—for senior management, the board, and for the broader employee and "agent" base—if the training is to be relevant. Have you considered the board’s own education needs for ethics and compliance? Has the company conducted a risk assessment to identify an appropriate curriculum for employees? Reason for Amendment: This amendment modifies existing provisions of Chapter Eight and provides a new guideline at §8B2.1 (Effective Compliance and Ethics Program). Most notably, §8B2.1 strengthens the existing criteria an organization must follow in order to establish and maintain an effective program to prevent and detect criminal conduct for purposes of mitigating its sentencing culpability for an offense. This amendment is the culmination of a multi-year review of the organizational guidelines, implements several recommendations issued on October 7, 2003, by the Commission’s Ad Hoc Advisory Group on the Organizational Sentencing Guidelines (Advisory Group), and responds to the Sarbanes-Oxley Act ("the Act"), Pub. L. 107–204, which in section 805 directed the Commission to review and amend the organizational guidelines and related policy statements to ensure that they are sufficient to deter and punish organizational misconduct. Consistent with the Act’s focus on deterring criminal misconduct, this amendment revises the introductory commentary to Chapter Eight to highlight the importance of structural safeguards designed to prevent and detect criminal conduct. First and foremost among these safeguards is a regime of internal crime prevention and self-policing ("an effective compliance and ethics program"). While Chapter Eight derives its authority and content from the federal criminal law, an effective compliance and ethics program not only will prevent and detect criminal conduct, but also should facilitate compliance with all applicable laws. Under §8C2.5(g) (Culpability Score), an effective compliance and ethics program is one of the mitigating factors that can reduce an organization’s fine punishment under Chapter Eight. The absence of an effective program may be a reason for the court to place an organization on probation, and the implementation of an effective program may be a condition of probation for organizations under §8D1.4(c) (Recommended Conditions of Probation-Organizations). In order to emphasize the importance of compliance and ethics programs and to provide more prominent guidance on the requirements for an effective program, the amendment elevates the criteria for an effective compliance program previously set forth in the Commentary to §8A1.2 (Application Instructions - Organizations) into a separate guideline. Furthermore, the amendment elaborates upon these criteria, introducing additional rigor generally and imposing significantly greater responsibilities on the organization’s governing authority and executive leadership. This amendment modifies existing provisions of Chapter Eight and provides a new guideline at §8B2.1 (Effective Compliance and Ethics Program). Most notably, §8B2.1 strengthens the existing criteria an organization must follow in order to establish and maintain an effective program to prevent and detect criminal conduct for purposes of mitigating its sentencing culpability for an offense. This amendment is the culmination of a multi-year review of the organizational guidelines, implements several recommendations issued on October 7, 2003, by the Commission’s Ad Hoc Advisory Group on the Organizational Sentencing Guidelines (Advisory Group), and responds to the Sarbanes-Oxley Act ("the Act"), Pub. L. 107–204, which in section 805 directed the Commission to review and amend the organizational guidelines and related policy statements to ensure that they are sufficient to deter and punish organizational misconduct. Consistent with the Act’s focus on deterring criminal misconduct, this amendment revises the introductory commentary to Chapter Eight to highlight the importance of structural safeguards designed to prevent and detect criminal conduct. First and foremost among these safeguards is a regime of internal crime prevention and self-policing ("an effective compliance and ethics program"). While Chapter Eight derives its authority and content from the federal criminal law, an effective compliance and ethics program not only will prevent and detect criminal conduct, but also should facilitate compliance with all applicable laws. Under §8C2.5(g) (Culpability Score), an effective compliance and ethics program is one of the mitigating factors that can reduce an organization’s fine punishment under Chapter Eight. The absence of an effective program may be a reason for the court to place an organization on probation, and the implementation of an effective program may be a condition of probation for organizations under §8D1.4(c) (Recommended Conditions of Probation-Organizations). In order to emphasize the importance of compliance and ethics programs and to provide more prominent guidance on the requirements for an effective program, the amendment elevates the criteria for an effective compliance program previously set forth in the Commentary to §8A1.2 (Application Instructions - Organizations) into a separate guideline. Furthermore, the amendment elaborates upon these criteria, introducing additional rigor generally and imposing significantly greater responsibilities on the organization’s governing authority and executive leadership. Section 8B2.1(a)(1) sets forth the existing requirement that an organization exercise due diligence to prevent and detect criminal conduct, but adds the requirement that an organization "otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law." This addition is intended to reflect the emphasis on ethical conduct and values incorporated into recent legislative and regulatory reforms, such as those provided by the Act. Section 8B2.1(b) provides that due diligence and the promotion of desired organizational culture are indicated by the fulfillment of seven minimum requirements, which are the hallmarks of an effective program that encourages compliance with the law and ethical conduct. While the framework of requirements is derived from the existing criteria for an effective compliance program at Application Note 3(k) to §8A1.2, significant additional guidance is provided. First, §8B2.1(b)(1) provides that organizations must establish "standards and procedures to prevent and detect criminal conduct." Application Note 1 establishes that "standards and procedures" encompass "standards of conduct and internal controls that are reasonably capable of reducing the likelihood of criminal conduct." Second, the new guideline replaces the requirement in Application Note 3(k)(2) to §8A1.2 that "specific individual(s) within high-level personnel of the organization must have been assigned overall responsibility to oversee compliance" with more specific and exacting requirements. Section 8B2.1(b)(2) defines the specific roles and reporting relationships of particular categories of personnel with respect to compliance and ethics program responsibilities. Specifically, the Commission has determined that the organization’s governing authority must "be knowledgeable about the content and operation of the compliance and ethics program and shall exercise reasonable oversight with respect to the implementation and effectiveness of the compliance and ethics program." Application Note 1 defines "governing authority" as the "(A) Board of Directors, or (B) if the organization does not have a Board of Directors, the highest-level governing body of the organization." Section 8B2.1(b)(2) provides that it is the organizational leadership, defined in the guidelines as "high-level personnel," who must ensure that the organization’s program is effective. The accompanying commentary at Application Note 1 retains existing definitions for the terms "high-level personnel" and "substantial authority personnel" of the organization. Section 8B2.1(b)(2)(B) provides that the organization must assign someone in high-level personnel "overall responsibility" for the program. This prescription makes explicit that, while another individual or individuals may be assigned operational responsibility for the program, someone within high-level personnel must be assigned the ultimate responsibility for the program’s effectiveness. Section 8B2.1(b)(2)(C) requires that certain individual(s) have day-to-day responsibility for the compliance and ethics program and adequate resources to carry out the associated tasks. Specifically, §8B2.1 requires that the individual assigned day-to-day operational responsibility for the program, whether it be a high-level person or an employee to whom this task is assigned, report to organizational leadership and the governing authority on the program. If authority is delegated, the governing authority must receive reports from such individuals at least annually, Building Incentives Notable in the guidelines is the requirement that there be within companies "appropriate incentives to perform in accordance with the compliance and ethics program." This is a laudable goal but one that may be difficult for companies to achieve, given the reticence of employees to report mistakes that they didn’t make. Lessons for how to achieve this goal may be drawn from successful internal dissenter (whistleblower) programs. Does the company’s performance management and compensation systems reinforce ethical behavior? Does the company celebrate ethics success as strongly as it condemns unethical or illegal conduct? according to the commentary in Application Note 3. In order to carry out such responsibility, the new guideline mandates that such individual or individuals, no matter the level, must "be given adequate resources, appropriate authority, and direct access to the governing authority or an appropriate subgroup of the governing authority." Third, §8B2.1(b)(3) replaces the previous requirement that substantial authority personnel be screened for their "propensity to engage in violations of law" with the requirement that the organization "use reasonable efforts not to include within the substantial authority personnel of the organization any individual whom the organization knew, or should have known through the exercise of due diligence, has engaged in illegal activities or other conduct inconsistent with an effective compliance and ethics program." Application Note 4(A) makes explicit that this provision does not require any "conduct inconsistent with any Federal, State, or local law, including any law governing employment or hiring practices." Application Note 4(B) provides that the organization shall hire and promote individuals so as to ensure that all individuals within the organizational leadership will perform their assigned duties in a manner consistent with the exercise of due diligence and the promotion of an organizational culture that encourages a commitment to compliance with ethics and the law. If an individual has engaged in illegal activities, the organization has an obligation to consider the relatedness of the individual’s illegal activities and other misconduct to the specific responsibilities such individual is expected to be assigned. The recency of the individual’s illegal activities and other misconduct also should be considered. Fourth, §8B2.1(b)(4) makes compliance and ethics training a requirement, and specifically extends the training requirement to the upper levels of an organization, including the governing authority and high-level personnel, in addition to all of the organization’s employees and agents, as appropriate. Furthermore, subsection (b)(4) establishes that this communication and training obligation is ongoing, requiring "periodic" updates. Fifth, §8B2.1(b)(5) expands the existing requirement regarding reasonable steps to achieve compliance. Specifically, the amendment mandates that organizations use auditing and monitoring systems designed to detect criminal conduct. It also adds the specific requirement that the organization periodically evaluate the effectiveness of its compliance and ethics program. Significantly, the new guideline expands the focus of internal reporting from simply reporting "the criminal conduct . . . of others" to using internal systems to either "report or seek guidance regarding potential or actual criminal conduct." The addition of "seeking guidance" is consistent with the increased focus of this guideline on the prevention and deterrence of wrongdoing within organizations. This section also replaces the existing reference to "reporting systems without fear of retribution" with the more specific requirement that the organization must have "a system, which may include mechanisms that allow for anonymity or confidentiality, whereby the organization’s employees and agents may report or seek guidance regarding potential or actual criminal conduct without fear of retaliation." The Commission is aware that both anonymous and confidential mechanisms have inherent value and limitations. For example, anonymous mechanisms may hinder an organization from engaging in an effective dialogue with the potential whistleblower to discover additional information that might lead to a more efficient detection of the wrongdoing. Confidential mechanisms may permit the dialogue and development of maximum information, but the ability of organizations to ensure total confidentiality may be limited by legal obligations relating to self-disclosure, law enforcement subpoenas, and civil discovery requests. The Commission intends for an organization to have maximum flexibility in implementing a system that is best suited to its culture and conforms to applicable law. A responsible organization is expected, as appropriate, to communicate to its employees any applicable limitations of its internal reporting mechanisms. Sixth, §8B2.1(b)(6) broadens the existing criterion that the compliance standards be enforced through disciplinary measures by adding that such standards also be encouraged through "appropriate incentives to perform in accordance with the compliance and ethics program." This addition articulates both a duty to promote proper conduct in whatever manner an organization deems appropriate, as well as a duty to sanction improper conduct. Finally, §8B2.1(b)(7) retains the requirement that an organization take reasonable steps to respond to and prevent further similar criminal conduct. This dual duty underscores the organization’s obligation to address both specific instances of misconduct and systemic shortcomings that compromise the deterrent effect of its compliance and ethics program. In addition to the seven requirements for a compliance and ethics program, §8B2.1(c) expressly provides, as an essential component of the design, implementation, and modification of an effective program, that an organization must periodically assess The risk of the occurrence of criminal conduct. The new guideline includes at Application Note 6 various factors that should be addressed when assessing relevant risks. Specifically, organizations should evaluate the nature and seriousness of potential criminal conduct, the likelihood that certain criminal conduct may occur because of the nature of the organization’s business, and the prior history of the organization. To be effective, this process must be ongoing. Organizations must periodically prioritize their compliance and ethics resources to target those potential criminal activities that pose the greatest threat in light of the risks identified. The amendment also provides additional guidance with respect to the implementation of compliance and ethics programs by small organizations by including frequent references to small organizations throughout the commentary of §8B2.1 and providing illustrations (see e.g., Application Note 2(C)(ii)). It also encourages larger organizations to promote the adoption of compliance and ethics programs by smaller organizations, including those with which they conduct or seek to conduct business. This amendment also changes the automatic preclusion for compliance program credit provided in §8C2.5(f) (Culpability Score) for "small organizations." A "small organization" is defined, for this subsection only, as an organization having fewer than 200 employees. This modification is intended to assist smaller organizations that previously may have been automatically precluded, because of their size, from arguing for a culpability score reduction based upon an effective compliance and ethics program that fulfills all of the guideline requirements. Rather than precluding absolutely these small organizations from obtaining the reduction if certain categories of high-level personnel are involved in the offense of conviction, §8C2.5(f)(3) establishes that an offense by an individual within high-level personnel of the organization results in a rebuttable presumption for a small organization that it did not have an effective program. The small organization, however, can rebut that presumption by demonstrating that it had an effective program, despite the involvement in the offense of a person high in the organization’s structure. This amendment also addresses concerns about the relationship between obtaining credit under §8C2.5(g) and waiver of the attorney-client privilege and the work product protection doctrine. Pursuant to §8C2.5(g)(1) and (2), an organization’s culpability score will be reduced if it "fully cooperated in the investigation" of its wrongdoing, among other factors. The Commission’s Ad Hoc Advisory Group on the Organizational Sentencing Guidelines studied the relationship between waivers and §8C2.5(g) by 90 obtaining testimony and conducting its own research, including a survey of United States Attorneys’ Offices (all of which are described at Part V of the Advisory Group Report of October 7, 2003). The Commission addresses some of these concerns by providing at Application Note 12 that waiver of the attorney-client privilege and of work product protections "is not a prerequisite to a reduction in culpability score under subdivisions (1) and (2) of subsection (g) unless such waiver is necessary in order to provide timely and thorough disclosure of all pertinent information known to the organization." The Commission expects that such waivers will be required on a limited basis. See "United States Attorneys’ Bulletin," November 2003, Volume 51, Number 6, pp. 1, 8. 16 | Amendments to the Federal Sentencing Guidelines for Organizations Sentencing Guidelines Self-Assessment Board Oversight How will the board conduct its ethics and compliance oversight responsibilities? Have the directors discussed ethics and ethical issues pertaining to the board to better understand expectations and differences in perspective? What tools and information are used to assess the effectiveness of your company’s program? What is the optimal frequency and detail of ongoing reporting? Are the company’s business processes for ethics and compliance being managed in a systematic and disciplined manner enterprise-wide? Elevating Compliance Is the company’s senior management team in a position to assess fully whether it has an effective compliance team? Has management allocated sufficient resources to the compliance and ethics function enterprise-wide? Is there a designated Chief Compliance Officer to oversee compliance and ethics activities and develop visibility into all of the company’s legal and ethical risk areas? Do the individuals leading the compliance and ethics function have direct access to the board to share information openly and without fear of potential retaliation? How will the company measure the effectiveness of the ethics and compliance program? Ethics First Does the company’s ethics and compliance program currently emphasize ethical conduct or just compliant conduct? Do the company’s risk management processes encompass legal compliance and ethical risk areas? Does the enterprise regularly assess employee attitudes concerning compliance, ethics and the corporate culture? Timely investigation of incidents can mitigate the risk to a company’s reputation. Do the company’s lawyers have the mechanisms in place to learn about and respond to incidents promptly? Encouraging Disclosures What are employees’ perceptions of the company’s anonymous disclosures? Do employees have easy access to the company’s reporting system and are they encouraged by management to use it? How appropriate and effective is the frontline guidance being provided to employees who come forward to make a report? From Lawlessness to Self-Governance Has the company evaluated its cultural health to determine where it is along this spectrum? How are issues of law and corporate values being communicated: as rules that must be obeyed or as drivers of the corporate culture? Are employees educated to work through ethical dilemmas and make informed decisions based on their awareness of laws? Are values and culture pervasive in management communications or limited to discussions of the ethics and compliance programs? Timely Reporting Are there adequate systems in place to communicate incidents in a timely way to the compliance and ethics teams? Are those teams prepared to conduct a thorough investigation in a timely manner? Is there a system in place to quickly apprise the board of relevant disclosures? Not Just Criminal Law How well equipped is the company to perform root-cause analysis of the reasons for a violation and to systemically cycle improvements back into the program? Does the company have the tools to monitor and assess the compliance and ethics program on an ongoing basis? Are there processes in place to monitor not only compliance with criminal laws, but with all laws? Ending Mistrust How active are high-level personnel in espousing the organization’s values? Are they openly and actively participating in enterprise compliance and ethics initiatives? To what degree is their activity measured and monitored? Does the code of conduct make a compelling case for ethics and compliance? Has management infused other company communications with ethics and compliance messages? To what extent is ethical conduct being treated as integral to the way the company does business? Are ethics woven into the fabric of the corporate culture? Or, is it being treated as a stand alone initiative? Has the company effectively communicated its values and standards to vendors and others with whom it does business? Alignment What processes does the company have in place to track emerging risks that may arise from changes in its organizational structure or products or services? Does the company have mechanisms in place to assess legal and ethical risks? How has the company tailored its compliance program to reflect its past ethics and compliance failures? Compliance: An Outcome of Ethics What programs are in place to ensure that employees understand the principles behind the company’s ethics and policies? Does the company’s code of conduct encourage individual responsibility or simply lay out a series of rules to follow? Is the company communicating with employees the consequences for failures to self-govern properly? Does the company’s culture encourage employees to act ethically, regardless of prevailing industry practices, or the potential impact on company financials? Universal Education Have you considered the board’s own edu-cation needs for ethics and compliance? Has the company conducted a risk assess-ment to identify an appropriate curricu-lum for employees? Building Incentives Does the company’s performance management and compensation systems reinforce ethical behavior? Does the company celebrate ethics suc-cess as strongly as it condemns unethical or illegal conduct? What programs are in place to ensure that employees understand the principles behind the company’s ethics and policies? Does the company’s code of conduct encourage individual responsibility or simply lay out a series of rules to follow? Is the company communicating with employees the consequences for failures to self-govern properly? Does the company’s culture encourage employees to act ethically, regardless of prevailing industry practices, or the potential impact on company financials? Universal Education Have you considered the board’s own edu-cation needs for ethics and compliance? Has the company conducted a risk assess-ment to identify an appropriate curricu-lum for employees? Building Incentives Does the company’s performance management and compensation systems reinforce ethical behavior? Does the company celebrate ethics suc-cess as strongly as it condemns unethical or illegal conduct? About LRN LRN provides governance, ethics and compliance management solutions that inspire, reinforce and set higher standards for ethically aware, responsible conduct in organizations throughout the world. Our Governance and Ethics Management System™ (GEMS™) offers global corporations an integrated solution for corporate governance, risk, ethics and compliance management. GEMS™ includes our flagship Legal Compliance and Ethics Center™ (LCEC®), a web-based education solution. LCEC® offers more than 200 courses, covering more than 3,600 topics, and has helped millions of employees around the world act more responsibly, work more productively and become better informed about the laws and values that govern their day-to-day decision making. Our decade long record in Expert Legal Research and Analysis delivers unparalleled legal research at significant cost savings to leading legal departments around the world. For more information about LRN, please contact us at: Headquarters:
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