If you are coming as well, I hope you will join Amy Hutchens and me at 1:30 on Monday, October 5th, to explore the increasingly frequent intersection (collision?) of transactional law and corporate compliance.
Our program is titled, “Peer-to-Peer Compliance: Are Your Contract Clauses Running
Offense and Defense For Your Ethics and Compliance Program?” (If you’re keeping track, it’s session #205.)
And even if you are not coming to #SCCEcei, good news! You can still catch our panel, in the form of an SCCE Webinar, on Tuesday, October 13th.
This is our updated remix of the well-received panel we did at the 2014 #SCCEcei. Part of what makes it so much fun is that Amy and I begin the hour by engaging in mock negotiations. Amy plays the lawyer for the big multinational company, I play the lawyer for the smaller vendor/supplier, and we go at it hammer-and-tong over issues like:
Which Code of Conduct should apply to a Vendor?
What training requirements can a general contractor “push down”?
What sales incentives are appropriate?
How can a smaller entity resist onerous auditing. monitoring, and indemnification requirements ?
(OK, I might have shown my character’s bias in that last bullet point.)
After the negotiations, we’ll offer some lessons we’ve learned as compliance-minded transactional lawyers and in-house counsel. Then we’ll open it up to questions, and to any thorny contract clauses with which you might want to challenge us.
This year, we will also spend some of our time on the phenomena of “Quality Agreements,” which are increasingly common for contract manufacturing in the life sciences.
Our point is, when it comes to your company’s routine contracts, the right clause can really bolster your E&C program – and the wrong clause can wreck all your careful work. The trick is knowing which is which, and playing offense and defense so that the contractual playing field leaves your client best positioned for success. That’s something that is not going to happen unless the “legal” and the “compliance” camps in a company work together, and understand the other’s issues.
If you are inclined towards the Orange and the Black and this weekend you are “Going Back” (that is, if you are going to Princeton’s Reunions this weekend), then I invite you to check out a panel I am participating in tomorrow, on the topic “Whistleblower: Tattletales or Heroes?” The panel is one of the Alumni-Faculty Forums that showcase Princeton’s faculty and the expertise of its graduates.
I’ll be joined by Mark J. Biros (Class of ’70), Founder of the White Collar Defense and Investigations group at Proskauer, and Norm Champ (Class of ’85), who until recently was Director of the Division of Investment Management at the SEC and is now a Visiting Scholar at Harvard Law. Our moderator will be Brandice Canes-Wrone (Class of ’93), the Donald E. Stokes Professor at the place I majored, Princeton’s Woodrow Wilson School of Public and International Affairs.
I am sure we will be surveying the state of whistleblowing, and exploring what I think are the highly divergent views that we have of those who “speak up.” On the one hand, corporate compliance programs depend on them; on the other hand, they are “rats” and “disloyal.” Does it just come down to whether they are correct in their reports, or is there more to it? I’m really looking forward to being a part of the discussion – and I will report back on how it goes!
For any fellow Princeton Alumni who are planning on attending Reunions this year… I am honored to be the Moderator for a panel discussion being sponsored by my class, the most excellent Class of 1980. Come by next Friday and listen in!
Around the World in ‘80 Ways: ‐
Stories of Globalization in the Age of Digitization
3:45 PM to 5:00 PM
Friday, May 29, 2015
Many members of the Princeton Class of 1980, in the course of living their lives, experienced first-hand the onset of a new degree of global living, working, and interdependency – much of it fueled by the Internet and digital technology. Trend-spotters called it “globalization,” but we were just following our careers, our instincts, and our hearts… and lived it.
We now invite all at Reunions to join us, as our classmates share stories of living and working abroad, in both private roles and “in the service of all Nations,” and share what opportunities they think lie ahead.
Panelists will include:
Anne‐Marie Slaughter ‘80, President and CEO, New America.
Robert Silverman ‘80, President and Chairman of the Board of Governors of the American Foreign Service Association.
Jeffrey H. Levenson ‘80, Founder and President, Levenson Eye Associates; Lead physician, Surgical Eye Expeditions, International.
Sharon Keld ‘80, Returned Peace Corps Volunteer; Board Member, National Peace Corps Association.
Stephen Hughes ‘80, Owner and General Manager, Onda Positiva, S.L., Madrid, Spain.
Marc Fisher ‘80, Senior Editor, former Central Europe Bureau Chief, The Washington Post.
Tibor Baranski, Jr. ’80, Counsel, Jun He Law Offices, Beijing, China; Member, Board of Trustees, Japanese Chamber of Commerce and Industry – China.
Last Sunday, three of us compliance lawyer types had ourselves a virtual Oscar Party.
We three – Amy Hutchens (CCEP), President of CLEAResources; Kirsten Hotchkiss, now an employment and employee relations counsel with American Express Global Business Travel, and I (President of LeadGood, and also CCEP)– conducted an experiment with the following hypothesis:
IF the leaders of an institution, through their every message and action, set a “tone from the top” that either fosters or undermines the ethical culture of that institution; and
IF the culture of our nation – an institution we all share — is in part determined in those rare events that a large proportion of the population share in-common;
THEN an ethical “tone at the top” will be set by the cultural stars and leaders who speak and act during the massively multi-person annual event that is the Academy Awards.
Amy, Kirsten and I made that hypothesis the topic of a “live-blog” that we conducted Oscar-night on my company’s website. We watched the Oscars along with everyone else, and reacted in real time to those things that compliance lawyer types notice. (You can still read our stream of observations and musings here.)
Our hunch going in was that we might hear a few moments of ethical leadership, and maybe a few ethical gaffes, among the presenters, red carpets types, and the commercials of the Oscar telecast. To our surprise, we (along with the rest of the billion-plus viewership) wound up hearing an almost continual series of stars speaking out forcefully and fervently for noble causes that should command our attention. Just in the acceptance speeches, we heard advocacy for:
Gender Equality (Best Supporting Actress)
A.L.S. (Best Actor)
Alzheimer’s (Best Actress)
Whistleblowers (Best Documentary Feature)
Teen Suicide Prevention (Best Adapted Screenplay)
Returning Veterans (Sound Editing)
Civil Rights (Best Song)
Immigrants’ Rights (Best Picture)
Calling Your Parents (Best Supporting Actor)
As the New York Times put it, “Oscar nights usually do have their share of political posturing, but this was a particularly passionate evening. “
But there was a tone from the top, and it was this: “Speak Out for your Beliefs! Take Action to Help Others!” It was Corporate Social Responsibility Night at the Movies. Hooray for Hollywood!
Seriously, Oscars 2015 was a big-time, highly public, star-studded endorsement of a speak-up culture. (Even the Lego Movie’s brainwash-the-citizenry song, “Everything is Awesome,” lost.)
But on reflection, I wonder if all those appeals blurred together, and if any of them still stand out in the memory of most viewers. It was almost as if the message was, “Everyone has their own cause – so any cause is right.” Having heard so many appeals for action, viewers may have felt ironically unmotivated to action.
So I ask: Was the experience of the Oscar viewer on Sunday that different than the experience of our employees, in this time of the multi-modal, socially savvy, short-message-oriented, compliance communications program? I happen to love the practice of delivering compliance information in shorter bursts at higher frequencies, of “social learning streams” and the like. If we’re not careful, though, does it sound like this?
Don’t discriminate! (HR).
Wear safety glasses! (EH&S).
No gratuities! (Commercial Compliance).
Donate! (United Way).
Protect our Trade Secrets! (General Counsel).
Protect our Company Data! (IT).
Follow our Code! (CCO).
If our quick compliance hits seem a blur, then the Oscars may have offered two lessons for our programs.
First, Focus. Too many emotional appeals may leave me numb. Too many instructions at once may strain my memory. If everything is important, nothing is important. (Maybe those programs that stress a theme-of-the-month have the right idea.)
Second: don’t just send a message; tell the story. “Still Alice” had a compelling message about Alzheimer’s, and “American Sniper” about veterans and war, because of the power of their storytelling. The movies had the time, and craft, and humanity to make a social issue real. By contrast, the short plugs in the acceptance speeches at the Oscars were only reminders: they returned an issue to the front of mind, and reminded us of something we care about. That is an excellent thing to do in the short nuggets we have added to our compliance messaging.
But the power behind those messages originates in good old-fashioned storytelling. And even in this social age, it is the story that provides the inspiration to act.
Hooray for Hollywood!
P.S. Since our little experiment worked, we’ve resolved to do our “Ethics and the Oscars” live blog again next year. Hope you can join us!
(Note: A version of this post also appears on LinkedIn.)
Ethics and the OSCARS: A Live-Blog Event – Feb. 22, 2015
While watching the 2015 Oscars broadcast, three of us compliance lawyer types live-blogged on the following topic… and associated issues:
Are the billion or so viewers of the Oscars hearing messages that foster a culture of ethics, or messages that erode that culture? Are the cultural leaders we see and hear tonight being ethical leaders? (Plus whatever else strikes us.)
We had a very good time. The full transcript of our discussion is below.
For my follow-up post on two lessons I learned about ethics while watching the Oscars, click here.
For more information about this live-blog, and the bloggers offering their comments, click here.
Our focus tonight, as we watch the OSCARs, is on the little messages in the speeches, the commentary, on the carpet, and in the commercials – those little messages that can reinforce or dismantle an ethical culture.
There are theaters full of other, more learned critics of the movies. But those little messages are among the canvases on which we work.
Each of the three of us blogging tonight are lawyers; we’ve been in-house corporate counsel and compliance leaders; and we each have (or have had) our own private practice in ethics and legal compliance. In short, we like to help organizations and their employees do the right thing – and that begins with ethical leadership.
Amy Hutchens, JD, CCEP: Amy is President of CLEAResources. Previously, Amy was General Counsel of Watermark Risk Management International, a Special Assistant United States Attorney and an Air Force Judge Advocate. www.linkedin.com/in/amyhutchens
Kirsten Hotchkiss, Esq: Kirsten is Vice-President of Global Employee Relations at American Express Global Business Travel, and the founder of HotchkissLaw, LLC. Previously, she held multiple legal and compliance leadership positions for Wyndham Worldwide. www.linkedin.com/in/kirstenhotchkiss
Jason B, Meyer, JD, CCEP: Jason is President of LeadGood, LLC (which is hosting this live blog). For more than 20 years, he’s helped lead companies involved in legal and compliance education; he’s also a former Chief Legal Officer and Compliance Officer.
Our views are, as they say, our own, and not necessarily those of our respective employers and organizations.
Will the billion-plus viewers of the Oscars this year hear messages that promote a culture of ethics, or erode it?
My compliance chum Amy Hutchens and I, and others we hope, are planning to have some fun with that question as we “Live Blog” during the Oscars telecast tomorrow (Sunday, February 22). You can follow along with our observations and musings, and chip in your own, on the “LeaveGood Live!” page of this website.
As compliance pros have observed as frequently as Liam Neeson makes his voice all gravely, an institution fosters (or wrecks) its ethical culture with every statement and communication that its leadership makes. I think of this as the Sting Rule of Ethical Leadership (Every Little Thing You Do Is Culture). So when it comes to one of the central events in the American culture — the Academy Awards — what are our cultural leaders saying about ethics? Rather than add to more learned commentary about the movies themselves, our main focus will be the speeches, the jokes, bits of the Twitterverse, the commentary and the commercials (second in mass cultural importance only to the ads during the Super Bowl).
What ethics messages or miscues will we hear this year? An actor’s appeal to a moral cause with all the wrong language? A major product ad that encourages you to lie to your boss? Or just conspicuous over-consumption?
In large part, Amy and I are just going to see what comes up, and wing it. Our hope is that we can all have a little professional fun — us, and you (dear reader), if you choose to add your comments along the way. We’re going to start up at 7 PM EST and plan to keep going until the thing is over.
If you are watching the big show, I hope that you’ll bring us up on your little screen.
The other night, I watched a group of Boy Scouts plan a skit. Their Patrol had the assignment of teaching the rest of the Troop how you could make first aid supplies out of duct tape. They had the idea of doing a funny little show about a Scout falling out of an apple tree, and suddenly needing a stretcher, a splint and a sling. They threw joke lines and sight gags at each other, and put together a nice little script and demonstration.
But I noticed: at no point did one of the boys suggest that they should start their skit by saying, “At the conclusion of this skit, you will have a thorough understanding of how to manipulate industrial-strength adhesive tape for purposes of medical care.”
This Friday night, my son’s “Babe Ruth Prep” baseball team had its first game of the Fall Ball season. So I found myself, under a clear sky, raking the infield dirt and laying down chalk for the foul lines and the batter’s box. And I had a thought:
“Even here, even now, I’m leading compliance!”
So as I raked, I wondered: is there a parallel between the Compliance Officer and the Groundskeeper?
I mean, compliance is in large part about winning while staying inside the lines. But for an organization, who paints those lines?
Government? Regulators? An industry Code? Your Code of Conduct? Sure, but not precisely. The Rules of the Game may specify that the foul line extends from the first base line and the third base line.. But it is still the compliance team that has to paint the lines precisely.
To push my metaphor way too far, compliance leadership has to decide the slope of the base path, and the tendency of slow grounders to stay in bounds or to roll foul. And to abandon the realism of my metaphor, we have to decide whether to paint the lines on our own field with a little cushion, so minor fouls don’t really cross the legal line… or paint the lines wide, to give our organizations a bigger playing field but also a bigger risk of stumbling out of bounds.
But most of all, as compliance leaders we have to do the painting. The Rules may say where the foul line should be, but the players would be left to just guess what’s foul and what’s not if we didn’t draw an actual line that they can see while they are playing. Our teammates rely on our education programs and our communications to know where the dividing line falls.
And by the way, the umpire might have checked to see where I drew the line (or he might not have), but once play began, he relied on the white line I put down in chalk. It’s a big responsibility.
Then I was aroused from this musing by the realization that the game was about to begin, and that I needed to get off the field, and get on the sidelines to help coach my players to success.