Compliance and Internal Controls

Firm in the belief that the best legal counsel prevents problems rather than reacts to them, we apply our regulatory know-how and years of experience to design compliance programs for companies of all sizes and in various industries throughout the United States and abroad. Our former senior Securities and Exchange Commission enforcement attorneys and former officials of the Department of Justice regularly advise clients on all aspects of corporate compliance programs, including designing and implementing corporate compliance procedures, providing training programs and seminars, and auditing those procedures to measure compliance.

If a violation is alleged, our attorneys also have broad experience conducting domestic and international internal investigations to assess the validity of a claim and advise on remedial steps, including whether to self-report the conduct to the government.

Designing Corporate Compliance Programs

Both the Department of Justice and the Securities and Exchange Commission vigorously investigate and bring actions against individuals and entities for conduct that could be prevented by a close adherence to properly drafted and implemented prevention policies. We assist clients in designing and implementing robust compliance programs and internal controls and procedures that identify and limit risk. We have significant experience in advising companies on the development and implementation of the following policies:

  • Codes of conduct
  • Corporate governance policies
  • Insider trading policies
  • Privacy policies
  • Record-retention policies
  • FCPA compliance
  • Other anti-corruption policies and procedures, including policies related to compliance with foreign laws, such as the UK Bribery Act and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

Monitoring Compliance

We have also designed protocols to effectively monitor compliance with these policies and have trained employees and agents in adhering to and implementing those policies. Our ability to design these protocols and train employees in implementing and monitoring those programs is based on both our experience as defense lawyers and our experience as former government lawyers – we have more than a dozen former DOJ lawyers and still more with experience at many other regulatory agencies in Washington. We have also been engaged by clients to conduct audits to determine compliance with their internal policies and procedures.

Practice Focus

  • Preventing violations
  • Compliance
  • Due diligence
  • Internal investigations
  • Record retention
  • Defense of organizations and individuals

Client Focus

  • Public companies
  • Individuals (CEOs, CFOs, corporate officers, directors, and employees)
  • Audit committees
  • Special committees of the board of directors
  • Broker-dealers
  • Investment advisors
  • Hedge funds
  • Financial institutions


The following is a brief sample of Venable’s representative matters regarding the development and implementation of dynamic compliance and internal controls:

  • Provided ongoing advice for FCPA concerns to a large multinational petroleum and petrochemicals company on arrangements with global suppliers and sourcing agents, and reviewed and enhanced policies and procedures for contractual agreements for import and export controls compliance and FCPA concerns
  • Advised an international bank on corporate code of ethics for directors and officers and a comprehensive records management program
  • Designed robust records and information management policies and procedures for many Venable clients, ranging from sole proprietorships to multinational corporations. Our representations have included drafting policies and procedures, helping implement policies and procedures, coordinating with Information Technology to ensure an IT platform carries out policy and procedures, and training employees
  • Reviewed and enhanced corporate policies and procedures, contractual documents, and standard terms and conditions for import and export controls compliance and FCPA concerns for a multinational Fortune 100 company in the laboratory services industry
  • Performed training on FCPA issues and concerns, including entertaining and charitable giving arrangements, for non-U.S. representatives of a large multinational company in the laboratory services industry
  • Analyzed and advised a defense contractor on FCPA issues surrounding contracts with an African government
  • Designed a comprehensive records management program for a large commodities exchange in the United States, including direction/supervision of an IT consultant in ensuring implantation of the program throughout exchange IT systems
  • Designed an FCPA compliance program and conducted FCPA training for a large not-for-profit corporation with a global business
  • Developed policies and procedures for a large U.S. agricultural company concerning its dealings with contractual agents and representatives, and advised client regarding potential contractual arrangements in South America as well as potential entertainment and charitable giving arrangements
  • Reviewed and enhanced an FCPA/anti-corruption compliance policy, reviewed and enhanced training materials for both employees and agents, and reviewed and enhanced agent and vendor contracts for a multinational, U.S.-based government contractor, with specific emphasis on conducting operations in the Middle East war zones