In this episode of The Directors Letter’s Boardroom Video Series, Goodwin partner Roberto Braceras discusses the responsibilities of the board in any corporate investigation. Joining him are Frank Libby, a former federal prosecutor and founder of the law firm LibbyHoopes, and Darren Donovan, a partner in KPMG’s forensic practice.
They discuss the following:
- The basis for a corporate investigation: bribery, health issues, taxes, consumer impact, FCPA, revenue recognition and employee misconduct.
- How does the event come to the board’s attention? Direct internal report, whistleblower, agents at the door and subpoena.
- First action: gather the facts, determine whether to implement changes in company practice, preserve documentation, assess the impact and materiality.
- Determine if the investigation warrants internal or external review. Is the problem systemic or one bad actor?
- Assemble the team for competence, independence and the legal protection of privilege. Avoid conflicts of interest.
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