Emory Corporate Governance and Accountability Review


Justin S. Brooks' article discusses the effectiveness of corporate compliance programs and factors characterizing well-designed ones. The article explains that mandates to maximize profits for shareholders can encourage bad behavior by officers and directors but that countervailing factors encourage the development and implementation of effective compliance programs. In response to specific questions posed, the author explains that: (1) corporate compliance programs can both weed out non-meritorious or frivolous complaints and facilitate internal and external reporting of meritorious evidence of misconduct; (2) corporate compliance programs sensitize employees to the fact that wrongdoing is plausible, but written directives, communications, and training by management can cause employees to believe that particular conduct is appropriate or in keeping with company policy when such conduct is ' in fact ' unlawful; and (3) effective corporate compliance programs incorporate the principles of communication, responsiveness, and transparency.