Corporate counsels’ ethical obligations are primarily seen as directing the corporation to comply with the Sarbanes-Oxley Act and the Federal Sentencing Guidelines. Typically, the more amorphous concept of corporate “culture” has been left to the auspices of human resources. New empirical evidence suggests that corporate culture plays a defining role in whether an organization conducts business in an ethical manner — and that corporate counsel need to be part of assessing and changing that culture, when necessary.
After the fall of Enron and other ethical scandals, most corporations enacted a code of conduct and distributed it to their employees. Some corporations have undertaken costly internal audits by ethics experts. Corporate counsel have instituted elaborate compliance programs, auditing committees and review boards. So why are corporate ethical violations still in the news everyday? What role can and should corporate counsel play to ensure a corporation doesn’t see itself in the headlines for ethics violations?
