Spring 2024
This course will offer an introduction to the role of the risk and compliance disciplines in modern corporate law and practice. It will provide a foundational understanding of this increasingly important area of corporate law and regulation. This course will focus on the legal and regulatory frameworks for corporate risk and compliance management and the fundamentals of building and operating a modern risk and compliance program. It will also cover the governance, processes, and behavioral controls that permit an organization to not just manage but, more importantly, optimize compliance and legal risk within a broader risk management program. We will answer: What is the role of risk oversight and management in the fiduciary duties of management and boards to shareholders and other stakeholders? What is the duty of companies to understand and disclose risk to its investors? What constitutes a good risk management program? What is an effective compliance program? What is a risk-based approach to compliance? How do these formal programs provide corporate controls? We will study the still maturing definitions and indices of a good risk management program and use corporate case studies to understand the US Department of Justice's seven elements of an effective compliance program.