UNIVERSITY OF DENVER DANIELS COLLEGE OF BUSINESS Ethics and Compliance in a Post-WorldCom World SPRING QUARTER – 2007 FACULTY Professor Stephen Martin – Department of Business Ethics & Legal Studies OFFICE DCB 235 – Daniels College of Business – Second Floor PHONE Office – (303) 871-____ Home – (303) 282-1211 Cell – (303) 345-3345 E-MAIL smarti23@du.edu DEPARTMENT The Department of Business Ethics and Legal Studies (www.daniels.du.edu/busethics) Please contact me if you are interested in pursuing a MBA concentration in BELS. OFFICE HOURS TBD COURSE LOGISTICS Title LGST ___ – Ethics and Compliance in a Post-WorldCom World (CRN ____) Day TBD Room DCB ___ COURSE MATERIALS AND RESOURCES 1. TEXTBOOK – TBD (will include a bound volume of articles/studies/policies/in-class exercise materials) 2. BLACKBOARD ASSIGNMENTS – Each class session will be supplemented by a particular set of readings and/or assignments detailed in the course schedule below. All readings and/or assignments will be posted on the LGST ____ course container located on the University’s Blackboard system (http://www.du.edu/blackboard) under the “Assignments” link. 3. DISCUSSION GROUPS AND RESOURCES – Periodically, I may post discussion forums and additional topic-specific resources on Blackboard to enhance student understanding of the materials. PURPOSES AND GOALS The seminar "Ethics and Compliance in a Post-Worldcom World" will explore how proper ethics and corporate compliance are critical to public corporations, as well as their officers and directors, in the post-WorldCom world. Drawing on the failures of ethics and compliance at companies like Enron, WorldCom, Tyco and Adelphia, this seminar will examine (1) the current regulatory environment for public companies; (2) the "nuts and bolts" of implementing and managing a corporate compliance program; (3) the best practices in corporate ethics, compliance and governance; (4) how to develop and foster an ethical corporate culture and (5) how to assess and manage risk in a corporate environment. The primary course objective to provide students with a real life understanding of how ethics and corporate compliance impacts public companies (both positive and negative) and how "best practice" ethics/corporate compliance programs both improve overall corporate performance and protect the company (including its directors, officers, employees and stakeholders). In addition, it will give students (especially those interested in pursuing a career in this fast growing field), a practical understanding of the "nuts and bolts" of how ethics/corporate compliance programs operate. This course fits BELS emphasis on ethics and values-based leadership and provides a practical learning environment for students to understand how ethics and leadership works in the real world corporate atmosphere. INSTRUCTIONAL PHILOSOPHY The course will include elements of lecture, interactive student to student and student to professor discussion as well as student versus student debate. Class sessions will emphasize topic introductions, theoretical foundations and case and current issue analysis. Throughout the quarter, a series of speakers may be invited to discuss legal and ethical issues arising in their professional environments relevant to the topics to be covered in the class. Students are encouraged to engage these speakers both during and after each presentation. GRADING SCALE PERCENTAGE RANK 93.0 - 100% 90.0 – 92.9% 87.0 – 89.9% 83.0 – 86.9% 80.0 – 82.9% 77.0 – 79.9% 73.0 – 76.9% 70.0 – 72.9% 67.0 – 69.9% 63.0 – 66.9% 60.0 – 62.9% 0.0 – 59.9% GRADING AND EVALUATION A AB+ B BC+ C CD+ D DF GRADE POINT 4.0 3.7 3.3 3.0 2.7 2.3 2.0 1.7 1.3 1.0 0.7 0.0 Grades will be based on the following distribution and weighting: ENDEAVOR DATE WEIGHT 1. EXAMINATION 20% 3. ISSUE DEBATE 20% 4. 5. COURSE EVALUATIONS LETTER GRADE GROUP PRESENTATIONS COMPLIANCE ISSUE PAPER 6. PARTICIPATION 7. EXTRA CREDIT 30% 20% 10% *Community Service Project (4-8 hours + 2 page paper) *Current Events Article (discuss an relevant article you have read with the class) TBD Course evaluations may be distributed throughout the quarter. These brief surveys will gauge your feelings pertaining to issues such as course pace and structure, usefulness of source materials and overall satisfaction level. Because this is a course designed to be flexible, I will readily utilize your feedback to enhance the class format, materials and dynamics if necessary. ACADEMIC INTEGRITY The Daniels College of Business (the “College”) operates as a learning community whereby true success and achievement demand academic integrity. The College’s community values and standards take written form through the Code of Academic Integrity (located at http://www.daniels.du.edu/enet/policy/codeacademicintegrity.asp). Please read the entire Code of Academic Integrity before attending your first lecture this quarter and pay special attention to the academic standards reproduced below. Section II – Fundamental Purpose of the Code * * * The Academic Integrity of the Daniels College of Business is violated when any member of the community appropriates the work of another as his/her own without attribution. Whether in testing, research, case studies, written reports or other academic assignments, using that which is the product of another’s intellectual effort and representing it as one’s own is a violation intolerable to the integrity of the community of the College. The academic integrity of the College is also violated when any member of the community takes unfair advantage of his/her colleagues or gives assistance to such conduct whether in testing or in the development of other academic assignments. Such violations which come to the attention of any member of the community require "constructive action" . . . and failure to take such action is itself a violation of the academic integrity of the College. * * * In addition to the College, the University’s of Denver’s Office of Citizenship and Community Standards developed an Honor Code (http://www.du.edu/honorcode). All University of Denver students also are required to abide by the standards of academic integrity detailed in the University Honor Code. COURSE SCHEDULE: ETHICAL EMPHASIS INTRODUCTION TO BUSINESS ETHICS AND COMPLIANCE CLASS I MARCH __, 2007 1. 2. COURSE INTRODUCTION OVERVIEW OF TODAY’S BUSINESS ENVIRONMENT REVIEW SYLLABUS LECTURE CORPORATE FRAUD – THE ENRON STORY CLASS II MARCH __, 2007 MOVIE – CORPORATE FRAUD IN-CLASS Enron: The Smartest Guys in the Room THE REGULATORY ENVIRONMENT CLASS III APRIL __, 2007 1. 2. 3. 4. FEDERAL SENTENCING GUIDELINES SARBANES-OXLEY ACT SEC AND STOCK EXCHANGE RULES AGENCY PRONOUNCEMENTS 5. ETHICAL FRAMEWORKS READING ASSIGNMENT (OUTSIDE OF CLASS) LECTURE LECTURE LECTURE LECTURE BLACKBOARD ETHICAL FRAMEWORKS AND LEADERSHIP CLASS IV APRIL __, 2007 DISCUSSION OF VARIOUS ETHICAL FRAMEWORKS LECTURE CLASS V APRIL __, 2007 SPEAKER – ETHICAL LEADERSHIP PRESENTATION ETHICAL CULTURE CLASS VI APRIL __, 2007 REVIEW OF RECENT SCANDALS ENRON WORLDCOM QWEST ADELPHIA OTHERS CREATING, COMMUNICATING AND IMPLEMENTING AN ETHICAL CULTURE DISCUSSION IN-CLASS / COURSE MATERIALS IN-CLASS / COURSE MATERIALS LECTURE/DISCUSSION COMPLIANCE PROGRAMS IN CORPORATE AMERICA CLASS VII APRIL __, 2007 1. 2. 3. 4. 5. 6. 7. HOW TO START, IMPLEMENT AND RUN A COMPLIANCE PROGRAM CODE OF CONDUCT COMPLIANCE ORGANIZATION STRUCTURE AND REPORTING INTERNAL INFRASTRUCTURE DEALING WITH VARIOUS BUSINESS UNITS AND INTERNAL RESISTANCE WHAT DOES LAW ENFORCEMENT REGARD AS AN EFFECTIVE COMPLIANCE PROGRAM GLOBAL VS DOMESTIC PROGRAM LECTURE LECTURE LECTURE LECTURE LECTURE LECTURE LECTURE REAL WORLD CORPORATE COMPLIANCE TRAINING CLASS VIII APRIL __, 2007 CORPORATE COMPLIANCE TRAINING - EFFECTIVE TRAINING - BEST PRACTICES - CUSTOMIZED TRAINING IN CLASS DEMONSTRATION VIA COMPUTER BEST PRACTICES IN CORPORATE COMPLIANCE AND ETHICS CLASS IX APRIL __, 2007 BEST PRACTICES IN CORPORATE COMPLIANCE/ETHICS IN-CLASS BASIC & ADVANCED COMPONENTS CUTTING EDGE DEVELOPMENTS IN CORPORATE COMPLIANCE VARIOUS MATERIALS/DISCUSSION VARIOUS MATERIALS/DISCUSSION VARIOUS MATERIALS/DISCUSSION ISSUE DEBATE CLASS X APRIL 15, 2006 ISSUE DEBATE IN-CLASS DEBATE MATERIALS GOVERNMENT AND INTERNAL INVESTIGATIONS CLASS XI MAY __, 2007 1. STRATEGIES FOR CONDUCTING INTERNAL INVESTIGATIONS 2. WHEN IS AN INVESTIGATION NEEDED 3. FORMAL VS. INFORMAL COURSE MATERIALS COURSE MATERIALS COURSE MATERIALS LECTURE LECTURE LECTURE INVESTIGATION 4. RESPONDING TO WHISTLEBLOWERS 5. USE OF OUTSIDE ADVISORS 6. DEALING WITH GOVERNMENTAL INQUIRIES COURSE MATERIALS COURSE MATERIALS COURSE MATERIALS LECTURE LECTURE LECTURE CLASS XII MAY __, 2007 SPEAKER – GENERAL COUNSEL OF FORTUNE 500 COMPANY – REAL LIFE DISCUSSION ABOUT A COMPANY THAT FACED A GOVERNMENTAL INVESTIGATION PRESENTATION CLASS XIII MAY __, 2007 SPEAKER – GOVERNMENT PROSECUTOR – THE GOVERNMENT’S PERSPECTIVE ON PROSECUTING COMPANIES AND INDIVIDUALS PRESENTATION GROUP PRESENTATIONS CLASS XIV MAY __, 2007 PREPARE FOR GROUP PRESENTATIONS OUTSIDE OF CLASS CLASS XV AND XVI MAY __, 2007 AND MAY __, 2007 GROUP PRESENTATIONS CORPORATE COMPLIANCE TOPICS IN-CLASS RISK MANAGEMENT AND ASSESSMENT CLASS XVII MAY __, 2007 Risk Management and Assessment in Corporate America How to Assess Risk and What to Do Next Compliance Auditing Measuring Performance of Compliance Program Driving Accountability In a Corporation COURSE MATERIALS LECTURE LECTURE/DISCUSSION VARIOUS TOPICS CLASS XVIII MAY __, 2007 ADVISING AND EDUCATING THE BOARD OF DIRECTORS CORPORATE POLICIES/PROCEDURES CRISIS MANAGEMENT STRATEGIES CONCLUSION OF CLASS CLASS XIX JUNE __, 2007 1. COMPLIANCE ISSUE PAPER 2. FINAL CLASS DISCUSSION DUE TODAY IN-CLASS IN-CLASS FINAL EXAMINATION – NO EXCEPTIONS FOR ABSENCES COMPUTER REQUIRED DATE TBD – TIME TBD -- (HELD IN OUR CLASSROOM)