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Anti-Trust Compliance Programs -- a View From the Trenches

Mildred L. Calhoun, Strategic Risk Management For Natural Resources Companies and Their Advisors: Domestic and International Issues

In today's post-Enron, post-WorldCom, post-Sarbanes-Oxley world, there is no shortage of guidance on corporate ethics and compliance programs. But most of this guidance is written by learned commentators, external counsel and law school professors. Both the US Sentencing Commission2 and the Antitrust Division of the U.S. Department of Justice provide general guidance on compliance programs. But they both acknowledge that the practical details of these programs are beyond their expertise. As a result, there is a dearth of common sense advice for the in-house lawyer who actually has to implement these programs.3 This paper addresses some of the common questions.

What is the purpose of an antitrust compliance plan?

Put plainly and simply, the purpose of an antitrust compliance plan is to prevent violations and to detect them if they occur. It is very easy to lose sight of this simple purpose. You need to take care that the plan itself does not become the end goal. In other words, a plan that works is effective whether or not it complies with the recommendations of the experts in the field. In the real world, it is important to do what works in your company. It is always helpful to seek advice from external compliance and ethics experts. But ultimately, the real test of any program is how it works in preventing and detecting violations in your company.

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