Bibliography

General Compliance Program Guidance

· U.S. Sentencing Commission, Federal Sentencing Guidelines Manual (updated printed version published annually by West Group; also available online at the Sentencing Commission’s website at www.ussc.gov/guidelin.htm)

            Chapter 8 includes the Sentencing Commission’s much-cited standards for

corporate and other organizational compliance programs.

·       U.S. Sentencing Commission, Organizational Sentencing Guidelines Bibliography

(available at the Sentencing Commission’s website www.ussc.gov/orgguide.htm)

·       Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996).

            Landmark Delaware court decision holding that directors of a corporation have

a duty under corporate law to see that their company has an appropriate legal

compliance program in place.

·       U.S. Justice Department, “Federal Prosecution of Corporations,” June 16, 1999.

                        Memo from Deputy Attorney General Eric H. Holder, Jr. to U. S. attorneys

providing guidance on what the Justice Department expects in a corporate

compliance program.

·       Treadway Commission, Report of the Committee of Sponsoring Organizations (the “COSO Report”) (1992) (information on COSO is available on its website at www.coso.org).

                        The accounting profession’s standard criteria for establishing internal

controls and evaluating their effectiveness.

·       R. Berenbeim, Global Corporate Ethics Practices:  A Developing Consensus (The Conference Board 1999) (available through The Conference Board’s website at www.conference-board.org/search/dpubs.cfm?pubid=R-1243).

·       BNA/ACCA Compliance Manual:  Prevention of Corporate Liability (two volumes) (Bureau of National Affairs and American Corporate Counsel Association 2001).

            Purchasers of this treatise can also receive a monthly newsletter on new developments

relating to corporate compliance.

·       J. Kaplan, J. Murphy & W. Swenson, Compliance Programs and the Corporate Sentencing Guidelines (West 2000).

·       Rakoff, L. Blumkin & R. Sauber, Corporate Sentencing Guidelines:  Compliance and Mitigation (Law Journal Press 2000).

¨      International Chamber of Commerce, Fighting Bribery: A Corporate Practices Manual (ICC Publishing 1999).

Treatises Re: Anti-Corruption Compliance

·       Foreign Corrupt Practices Act Reporter (four volumes) (Business Laws, Inc. 2000).

·       Don Zarin, Doing Business Under the Foreign Corrupt Practices Act

      (Practicing Law Institute 1995).

·       Donald R. Cruver, Complying With the Foreign Corrupt Practices Act/A Guide for U.S. Firms Doing Business in the International Marketplace (ABA Business Law Section, 2d ed., 1999).

·       Jeffrey P. Bialos & Gregory Husisian, The Foreign Corrupt Practices Act:  Coping With Corruption in Transitional Economies (Oceana Publications 1996).

·       International Chamber of Commerce, Fighting Bribery/A Corporate Practices Manual (1999).

Other Printed Materials

·       Consent and Undertaking of Metcalf & Eddy, Inc. (December 14, 1999), U.S. v. Metcalf & Eddy, Inc., U.S. District Court for the District of Massachusetts, Civil Action No. 99CV12566 NG.

As part of its settlement of FCPA charges brought by the U.S. Justice Department, Metcalf & Eddy agreed in this consent filing to maintain an anti-corruption compliance program that Justice Department officials have cited as including elements companies should consider in designing their FCPA compliance programs.

U.S. Government International Anti-Corruption Websites

·       Justice Department Criminal Division Fraud Section, “Foreign Corrupt Practices Act,” www.usdoj.gov/criminal/fraud/fcpa.html.

Includes copies of the FCPA, a Justice Department/Commerce Department lay-person’s guide to the statute updated in 1999, Justice Department review procedure releases and links to other anti-corruption websites.

·       State Department, “Fighting Global Corruption:  Business Risk Management” (May 2000), www.state.gov/www/global/narcotics_law/global_corruption/index.html.

            This is a copy of the U.S. government’s most comprehensive publication on corporate anti-corruption compliance programs, U.S. anti-corruption efforts in the diplomatic arena and international anti-corruption initiatives.

·       State Department, “The Fight Against Bribery and Corruption:  A Multinational Effort,” www.usinfo.state.gov/topical/econ/bribes.

An overview of multinational anti-corruption activities. 

·       State Department, “Global Forum on Fighting Corruption,” www.usinfo.state.gov/topical/econ/integrity

Detailed report on the Global Forum held in Washington in 1999 and information on follow-up conferences.

·       Commerce Department, Office of the Chief Counsel for International Commerce, “Legal Aspects of International Trade and Investment,” www.ita.doc.gov/legal.

                        Includes FCPA overviews, information on international antibribery initiatives,

and a bibliography on the FCPA and international corruption.

·       Commerce Department, “Trade Compliance Center,”

www.mac.doc.gov/TCC/TCC2/Hotline/antibrib.html.

Includes information on the Commerce Department’s Trade Complaint Hotline and the department’s ongoing annual reports to Congress on the 1999 OECD antibribery convention and its implementation.

·       Commerce Department, “Market Access and Compliance (“MAC”),”

www.mac.doc.gov.

Includes basic guidelines for codes of business conduct prepared with the Russian Chamber of Commerce and Industry and U.S.-Russia Business Development Committee (at www.mac.doc.gov/internet/RuleofLaw.htm).

·       Agency for International Development (“AID”), “Center for Democracy and Governance - - A Handbook on Fighting Corruption,”

www.usaid.gov/democracy/techpubs/anticorruption/index.html.

Other International Anti-Corruption Websites

·       Transparency International, www.transparency.org.

            Includes lots of research and links to other websites.

·       U.S. Chapter, Transparency International, www.transparency-USA.org.

Includes lots of resource materials, including survey of best practices for corporate anti-corruption programs (at www.transparency-usa.org/survey__96.htm).

·       Organisation for Economic Co-operation and Development (OECD), “Anti-Corruption Unit,” www.oecd.org/daf/nocorruption.

            Includes comprehensive reports on the 1999 OECD convention as well as other

anti-corruption information.

·       Ethics Officer Association, www.eoa.org.

                        The EOA’s website includes links to individual corporations’ ethics-related

websites.

·       OECD, “Guidelines for Multinational Enterprises” (adopted June 27, 2000), www.oecd.org/daf/investment/guidelines.

This document is a collection of recommended standards of conduct for

businesses operating in the international marketplace.

·       Organization of American States, Anti-Corruption Network, www.oas.org/juridico/english/fightcur.html.

An electronic information system through which individuals and organizations

interested in the prevention of, and fight against, corruption interact.

·       World Bank, “World Bank Institute’s Governance and Anti-Corruption Resource Center,” www.worldbank.org/wbi/governance.

            Includes lots of resources and links to other websites.

·       U. S. Chamber of Commerce Center for International Private Enterprise (“CIPE”), “Combating Corruption,” www.cipe.org/efn/corruption.html.

·       International Chamber of Commerce, “Responsible Business Conduct:  An ICC Approach,” www.iccwbo.org/home/statements_rules/statements/2000/responsible_business_conduct.asp

                        An issues paper providing advice on business principles.