17 Bus. Law. 877 (1961-1962)
Making Compliance Programs Work

handle is hein.journals/busl17 and id is 879 raw text is: July 1962

MAKING COMPLIANCE PROGRAMS WORK
By
JAMES R. WITHROW, JR.*
New York City
Antitrust compliance programs are now in vogue. This is particu-
larly true with reference to the Sherman Act. No doubt the jail sen-
tences imposed by Judge Underwood and Judge Ganey in the elec-
trical cases in Philadelphia promoted this popularity. American
business reacted to these jail sentences in a very positive way-in
fact in a very typically American way. Something was wrong so a
new law was passed-this time in the form of directives to obey the
Antitrust Laws. However, a compliance directive does' not prevent
antitrust violations. The real problem, of course, is making the direc-
tive work. As a first step many companies adopted compliance pro-
grams for implementing the directive. One cannot emphasize too
strongly that even the most carefully devised compliance program
can only be effective if the efforts to implement it are carried out
with energy and if it has the full and continuous support of manage-
ment.
Making compliance programs work is a challenging and fascinating
problem. Some of us have also found that it can be very frustrating;
that this task will never be an easy one and that it will never be
completed.
It is simple enough to set down the three requisites for making a
compliance program work.
The first requisite is the proper climate of opinion at the manage-
ment level.
The second requisite is one of communication of management's
resolve to the rank and file and the education of personnel con-
cerning the danger areas.
The third requisite is the establishment of a mechanism to carry
on a regular and continuous review of areas of potential exposure
to ensure that this education has been, and is, actually understood.
The proper climate of opinion at the management level is not satis-
fied by a directive or the existence of a compliance program. It
involves more than a desire that employees of the corporation not
be caught in the act of violating the law. It requires a firm and
continuous faith in competition and free enterprise as the way to
*,.ember of the New York Bar. Paper delivered at the Corporate Lawyer's
Institute, May 18, 1962, New York City.

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