Responding to a client’s request for a notional corporate & federal contractor compliance program last week, I was struck by the need to balance providing an overview of the general drivers and elements involved, without reinventing the wheel. Ultimately, if the client (in this case with limited overseas and federal experience, considering acquiring a smaller company already in the federal contracting and overseas marketspace) does head down this path, that’s only the beginning of a long process. It may start with a lot of work educating the client generally on how compliance programs need to be designed and work to be effective, then focus on the particular acquisition being considered, but ultimately its going to end up in the details of designing and implementing a program. And that’s when the fun starts, because while there’s no shortage of existing materials providing templates and outlines for both individual policy elements (e.g., FCPA training outlines) and overall business codes of ethics, designing an operational & functional compliance program — the meat, if you will — requires more than just a general familiarity with your client’s general market and external legal drivers. To do it right, you’re going to need to know as much detail as you can about how your client operates, from accounting, to business development, bid preparation, manufacturing & sourcing, and even hiring.
For now though, take a look at our notional outline providing an overall framework for a compliance program, and let us know how you’d conceptually structure one differently.