Cleary Gottlieb regularly advises companies around the world on the full spectrum of compliance issues to help minimize legal, regulatory, operational, conduct, and reputational risks.

Our goal is to help our clients foster a culture of compliance and integrity throughout their business. We work with clients to assess their risk and corporate culture, draft policies and protocols, implement and monitor compliance programs, conduct remediation and root cause analyses, and perform transactional diligence.

Cleary advises on integrating compliance considerations into every phase of our clients’ value chain to address potential risks, including:

  • Anti-bribery and corruption
  • Anti-fraud
  • Anti-money laundering
  • Antitrust
  • Cybersecurity, data privacy and protection, and information governance
  • Economic sanctions and export controls
  • Human resources best practices, including those related to discrimination and sexual harassment
  • Market offenses, including insider trading and market manipulation
  • National security reviews
  • Reporting mechanisms and policies, including whistleblower protocols and anti-retaliatory procedures

Our lawyers know what actually works in compliance. Our global compliance team is comprised of, among others, former in-house compliance officers and a deep bench of former federal prosecutors, including the two most recent Acting U.S. Attorneys and three former Chiefs of the Criminal Division for the Southern District of New York, as well as several former senior officials from the SEC and other government agencies.

We routinely advise on and conduct risk assessments and compliance reviews that help our clients deepen their understanding of their compliance regimes, as well as employee concerns and company culture. We assist clients in preparing policies, procedures, protocols, and workflows that allow them to manage compliance risk in a proactive way that is reflective of their business needs. Our work allows our clients to assess their culture of compliance, and we always work to create practical, efficient compliance measures tailored to the specific nature of a company’s operations and risks.

In the M&A context, we frequently perform compliance due diligence and analyze transactional risk, including conducting evaluations of specific assets, third-party relationships, and compliance programs to allow clients to make informed investment decisions and take appropriate steps to mitigate risk, both prior to closing and in conducting post-acquisition remediation.

In connection with internal investigations, we conduct root cause analyses and recommend practical and effective remedial measures for our clients. We are well-versed in the compliance standards that have been issued around the world by national law enforcement authorities, international organizations (e.g., the OECD, the World Bank, and the United Nations) and nongovernmental organizations (e.g., Transparency International and the International Chamber of Commerce). We use lessons from compliance research, particularly relating to behavioral ethics and root cause analyses, to inform all aspects of our compliance advice.

Notable Experiences

Anti-Bribery and Anti-Corruption

  • A global corruption risk assessment and anti-corruption compliance program review in 23 countries for consumer electronics business, including 90 interviews and global forensic accounting review across jurisdictions in Latin America, Europe, the Middle East, Africa, and Asia.

  • A corruption risk assessment for a paper and pulp company involving multiple jurisdictions in Latin America, including conducting over 20 interviews and presenting to the board of directors in Spanish. 

  • A major international shipping company in a review of its corruption risk and global anti-corruption compliance program, including directing the work of forensic accountants around the world.

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  • Redesigning and remediating the global compliance policies, procedures, and training relating to consumer fraud for a European supplier of software. 

  • Compliance programs for Mizuho and numerous other major international financial institutions. 

  • Alpha Natural Resources in a comprehensive assessment of compliance and safety programs.

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Anti-Money Laundering

  • An affiliate of a global banking group in an assessment of compliance with AML regulations applicable to its cross-border funds transfer services provided to banks and money transmitters.

  • Vatican Institute of Religious Works (IOR) on a broad range of regulatory, governance, and compliance matters, as well as internal investigations, relating to AML.

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  • Multiple large investment banks in conducting antitrust training for all of its traders globally, including in-person trainings in both the U.S. and London.

  • A major international chemical company in an audit of its antitrust compliance and compliance program.

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Cybersecurity, Data Privacy and Protection, and Information Governance

  • A sovereign-owned asset management business based in the Middle East on its global privacy and data security policies and compliance with law.

  • Multiple U.S. banking organizations with respect to data security and privacy policies, incident response plans and compliance with New York Department of Financial Services cybersecurity regulations.

  • A Fortune 100 retailer in an incident response plan review and a breach simulation preparedness exercise.

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  • Sanctions-related compliance advice to numerous multinational corporations, including Ontex, PETRONAS, Samsung, Sony and Vale, and private equity firms such as TPG and First Reserve.

  • Numerous major international financial institutions in sanctions-related compliance including Citigroup, Clearstream, BMO Group, HSBC, UBAF, and Sberbank.

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Human Resources Best Practices

  • An entertainment company and its board in remediation regarding bullying and anti-harassment, including revising and drafting bullying and anti-harassment policies, respectively.

  • A global private equity company in the development of harassment diligence procedures and best practices on policies and procedures relating to harassment, bullying, fraternization, and nepotism.

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Market Offenses

  • Multiple leading financial institutions on policies and procedures relating to manipulation, front-running, and other prohibited trading practices as well as on informational barrier policies and procedures.

  • A major private equity company in a global review of its processes and policies regarding conflicts management, signing of M&A-related non-disclosure agreements, and controls related to the management of material non-public information; also assisted in building internal consensus around revised and streamlined procedures as well as the successful implementation of those recommendations.

  • A major insurance company in assessing political intelligence as potential material non-public information for insider trading under SEC Rule 10-b5 , including analysis of policies and training for staff.

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National Security Reviews

  • Dassault Systèmes in CFIUS matters related to its acquisition of No Magic, Inc.

  • Google in CFIUS matters related to the sale of Motorola Mobility’s mobile devices business to Lenovo Group Limited.

  • Conducting Chinese, Russian, French, UK, German, and Italian reviews.

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Reporting Mechanisms and Policies

  • An investment adviser in connection with revisions to its whistleblower policies and procedures.

  • A Fortune 100 company in connection with redesigning its global compliance and investigative policies and procedures in multiple jurisdictions, focusing on proper whistleblower procedures.

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