The Law of Governance, Risk Management and ComplianceThe first casebook on the law of governance, risk management, and compliance. Author Geoffrey P. Miller, a highly respected professor of corporate and financial law, also brings real world experience to the book as a member of the board of directors and audit and risk committees of a significant banking institution. The book addresses issues of fundamental importance for any regulated organization (the $13 billion settlement between JPMorgan Chase and its regulators is only one of many examples). This book can be a cornerstone for courses on compliance, corporate governance, or on the role of attorneys in managing risk in organizational clients. Features: Addresses issues of enormous and growing importance that are not covered by other law school casebooks. Presents numerous cutting edge issues in a rapidly growing body of law and practice. Covers a subject matter that is a major employment opportunity for law school graduates. Professors who adopt this book participate in a new and burgeoning field of academic study and legal practice. Covers general issues as well as specific fields of compliance and risk management. Includes two sets of case studies--one on cases where compliance programs broke down (e.g., Enron, WorldComm, and JP Global), and one on cases where risk management broke down (e.g., UBS and the financial crisis, and JPMorgan Chase and the London whale). Features fewer cases and a higher ratio of author-written text and materials drawn from regulatory publications than in typical law school casebooks. Authored by a professor who is also an independent director of a financial institution.
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Contents
Contents Preface | |
Introduction | |
B The Role of Attorneys | |
Governance | |
Chapter 1 | |
B Shareholder Proposals | |
Say on | |
B Chairmen | |
Compliance | |
A The Full Board | |
The Compliance Response | |
Introduction to Compliance Chapter 5 Internal Enforcement Chapter 6 Regulators | |
Prosecutors Chapter 8 Whistleblowers | |
Gatekeepers Chapter 10 Plaintiffs Attorneys Chapter 11 Information Security | |
OffLabel Drugs Chapter 13 Foreign Corrupt Practices | |
AMLBSAOFAC Chapter 15 Sexual Harassment | |
Lead Directors | |
E Risk Committees | |
F Compliance Committees | |
G Governance and Nominating Committees | |
Chapter 3 | |
Chapter 2 | |
Chief Financial Officer | |
G General Counsel | |
Director of Human Resources | |
Ethics Social Responsibility and Culture | |
Risk Management | |
Introduction to Risk Management Chapter 19 Approaches to Risk Management | |
When Risk Management Fails | |
Table of Cases | |
Function and Its Outsourcing | |
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Common terms and phrases
accounting action activities administrative agency agreement Aibel alleged Andersen appropriate assessment attorney attorney-client privilege audit committee auditor bank board members board of directors business judgment rule Caremark Cephalon chief compliance officer chief executive officer Citigroup client company’s compliance program conduct consultants corporate governance corporation's counsel Court criminal decision defendant disclosed disclosure drug duty effective employees enforcement Enron ensure entity ethics evaluate excerpted fact federal financial institution firm function harassment implement independent directors interest internal audit internal controls investigation issues JPMorgan Chase judgment Kaye Scholer lawyer liability litigation misconduct money laundering off-label operations organization oversight Ovitz performance plaintiff policies and procedures potential problem proposal prosecution prosecutors Questions and Comments reasonable regulations regulatory responsibility result risk committee risk management role rules senior management shareholders statement stockholders transactions violations vote WellPoint whistleblower WorldCom Xyrem