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Check also "Global Compliance"


For more information on this course, please call +7-495-649-2273

Taught by Carole Basri Corporate Compliance Advisor at Fordham Law School
Adjunct Professor at Fordham University Law School
Adjunct Professor at Peking University Law School, Shenzen, China

This course can be taken together with Professor Basri's course, "Global Compliance" to obtain a certificate in Global Compliance.





Session 1


Overview and Introduction to Course: Overview of the role of corporate counsel; Discussion of the client relationship; and Discussion of the nature of the corporation.

Role of In-House Counsel and the Compliance Office: Discussion of Reporting Lines; and Structure of the General Counsel Office and the Compliance Office

Corporate Governance and the Caremark Decision: Discuss the role of the Board of Directors; the Caremark Decision; the Duty of Care in decision making and monitoring; the Duty of Loyalty; the Business Judgment Rule; and Ethical Considerations.

Create Teams to look at various companies:
Morgan Stanley (JP Morgan); Citibank (Bank of America); Pfizer (GlaxoSmithKline).

Chapter 1- Corporate Legal Departments: Current Status, Corporate Legal Departments, 4th ed. Basri and Kagan, PLI

Chapter 16: Corporate Governance, Corporate Legal Departments, 4th ed. Basri and Kagan, PLI


In Re Caremark, Delaware Chancellery Court 1996.


Session 2


Attorney Client Privilege:
Discuss confidentiality of communications, as well as ethical considerations for the various attorney client privileges available in the US (such as the UpJohn Decision, the anticipation of litigation in the Hickman v. Taylor decision, and the self-evaluative privilege), as well as the international attorney client privilege. 

Chapter 8: The Client- Ethical Considerations, Corporate Legal Departments, 4th ed. Basri and Kagan, PLI

Chapter 9: Confidentiality of Communications, Corporate Legal Departments, 4th ed. Basri and Kagan, PLI

Chapter 2: International Attorney Client Privilege, International Corporate Practice, Basri, PLI


Session 3


Issue Spotting:
Hot topics include Bribery and Corruption, Antitrust/Competition, Intellectual Property, Environmental, Employment, Document Management, Financial Services (Banking, Hedge Funds and Private Equity Funds), and Pharmaceutical.

Review of the anti-bribery statutes, including FCPA, UK Bribery Act and the OECD Anti-Bribery Conventions.

The FCPA will be used as case study for issue spotting.

Appendix 6- FCPA 4th ed. Basri and Kagan, PLI

FCPA Power Point Presentation.


Session 4


Crisis Management / Compliance Hypothetical:
Apply the principles learned throughout the workshop sessions to a potential present-day crisis scenario.

Chapter 13: Crisis Management, Corporate Legal Departments, 4th ed. Basri and Kagan, PLI

Crisis Management Hypothetical.

Create a risk assessment for your assigned company concerning an overall compliance program, including inventory of documents, interview questions, heat maps and dashboards.