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University of Illinois at Urbana-Champaign

Ethics & Compliance Law: Conflicts of Interest, Anti-Bribery

University of Illinois at Urbana-Champaign via Coursera

Overview

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This course is for professionals and students who advise on or manage corporate governance and anti-corruption risk. You will begin with conflicts of interest, including how to define them, who can have them, and the fiduciary duties of loyalty and care that directors owe. You will then assess director independence, evaluate self-dealing transactions under the fairness test, manage dual fiduciary conflicts, and apply these tools to a case study and a conflict management plan. Finally, you will study the Foreign Corrupt Practices Act, including who is covered, how enforcement works, the elements of an anti-bribery violation, third-party red flags, and the available exceptions and defenses.

Syllabus

  • Module 1: Managing Conflicts of Interest
    • You will learn how legal, regulatory, fiduciary, and code of conduct definitions of conflicts of interest differ, who can have conflicts, and the main categories they fall into. You will also learn how director independence, self-dealing transactions, dual fiduciaries, dominant directors, and the question of whom directors owe their duties to affect board decisions, and you will apply these ideas to a board-level case study. Finally, you will learn how to build a conflict management system, including its link to the Sentencing Guidelines and the five Ds framework of disclose, document, disqualify, deliberate, and document.
  • Module 2: The Foreign Corrupt Practices Act
    • You will learn why the FCPA was enacted, who is subject to it, current enforcement trends, and the penalties for violations. You will also learn the elements of an anti-bribery violation, including foreign officials, things of value, the business purpose test, and knowledge through willful blindness, along with third-party red flags. In addition, you will learn the exceptions and defenses, such as extortion, local law, and reasonable and bona fide expenses.

Taught by

Nicola Sharpe

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