"Corporate compliance," sometimes referred to as "corporate integrity," refers to a corporation's (or other organization's) ability to police itself to prevent, deter and disclose criminal conduct. A corporation, like an individual, may be charged with the commission of federal crimes and, while obviously cannot be imprisoned, it can be subject to substantial fines, penalties and orders of restitution. Corporations that conduct business with the government may also be concerned about debarment. Additionally, its officers, employees or other agents may be held criminally liable for their own actions.

There are many advantages to maintaining an ongoing corporate compliance program but two are particularly noteworthy for present purposes. The first is that a corporation may be able to positively influence a prosecuting agency to exercise its discretion in choosing not to prosecute the corporation for alleged improper conduct. An ongoing program, and a good faith attempt to prevent improper activity, may positively influence the prosecuting agency to defer or decline prosecution. Factors affecting a prosecuting agency's decision whether to proceed with a criminal prosecution may include: the corporation's attitude before the alleged improper conduct occurred; the corporation's actions after the alleged misconduct was discovered; and what actions were taken to right the alleged wrong and prevent recurrence. Thus, a corporation may be able to present itself in a much more favorable light to a prosecuting agency if it has previously enacted and operated a corporate compliance program.

A second advantage is that provisions of the United States Sentencing Guidelines permit a lessening of the severity of the sentence imposed upon a corporation, following a conviction, if there existed a program to prevent illegal conduct. The United States Sentencing Guidelines notes that a corporation should take, at a minimum, the following seven positive steps:

1. The organization must have established compliance standards and procedures to be followed by its employees and other agents that are reasonably capable of reducing the prospect of criminal conduct.
2. Specific individual(s) within high-level personnel of the organization must have been assigned overall responsibility to oversee compliance with such standards and procedures.
3. The organization must have used due care not to delegate substantial discretionary authority to individuals whom the organization knew, or should have known through the exercise of due diligence, had a propensity to engage in illegal activities.
4. The organization must have taken steps to communicate effectively its standards and procedures to all employees and other agents, e.g., by requiring participation in training programs or by disseminating publications that explain in a practical manner what is required.
5. The organization must have taken reasonable steps to achieve compliance with its standards, e.g., by utilizing monitoring and auditing systems reasonably designed to detect criminal conduct by its employees and other agents and by having in place and publicizing a reporting system whereby employees and other agents could report criminal conduct by others within the organization without fear of retribution.
6. The standards must have been consistently enforced through appropriate disciplinary mechanisms, including, as appropriate, discipline of individuals responsible for the failure to detect an offense. 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.
7. After an offense has been detected, the organization must have taken all reasonable steps to respond appropriately to the offense and to prevent further similar offenses - including any necessary modifications to its programs to prevent and detect violations of law.

Mr. Friedman is available to establish and/or operate a corporation's compliance program.