A discussion with Juniper Networks' Chief Compliance Officer Michael Ward, Vinson & Elkins Partners Matt Jacobs and Jessica Mussallem, and NACD Board Member Maureen Conners
Directors, C-suite executives, in-house counsel, and corporations are increasingly facing more frequent litigation and government investigations, including bet-the-company lawsuits and criminal actions. The opposition ranges from government agencies to shareholders, customers, and other businesses.
The Department of Justice’s (DOJ’s) policies on this matter, detailed in the so-called “Yates Memo,” are clear about intensifying individual accountability for corporate wrongdoing. Two mandates in the Yates Memo are particularly noteworthy:
In order to qualify for any cooperation credit, corporations must provide to the DOJ all relevant facts relating to the individuals involved in the corporation’s alleged misconduct.
Absent extraordinary circumstance or approved departmental policy, the DOJ will not release culpable individuals from civil or criminal liability even after resolving a matter with a corporation.
Our panel shared insights about the Yates Memo, in addition to how corporate leaders can minimize liability risks for themselves and their companies in light of the expanding attention on corporate and individual misconduct.
The program was followed by a special networking hour and wine tasting featuring Sonoma County's Judge Palmer Wine Co. and Vokel Cellars.
Michael Ward is Vice President, Chief Compliance Officer, and Deputy General Counsel with Juniper Networks in Sunnyvale, California. He oversees the worldwide compliance teams including all corporate investigations, proactive risk data analytics, data privacy, trade compliance, procurement legal, and operations teams. He is also the chief risk officer and oversees the company enterprise risk management program. For over 16 years, Mr. Ward was an Assistant U.S. Attorney with the U.S. Department of Justice specializing in the prosecution of fraud, public corruption, insider trading, money laundering, and other white collar crimes. He has previously established and led compliance programs at Target, McKesson, Adobe, and Cisco. He was an attorney with Shearman & Sterling in both New York and San Francisco and served as a judicial law clerk to the Chief Judge of the U.S. Court of Appeals for the Tenth Circuit. He graduated from George Washington University Law School in Washington, D.C., and is also a graduate of the University of Minnesota School of Business and Economics.
Matt Jacobs is the Managing Partner of the San Francisco office of Vinson & Elkins LLP. A former federal prosecutor in the Northern District of California with more than 20 years of experience, Mr. Jacobs is well recognized for his experience in internal investigations, government investigations, and white-collar matters of all kinds, as well as complex commercial litigation. He frequently advises boards of directors, audit committees, and general counsels on critical issues. His background with the government, coupled with his depth of experience in both criminal and civil defense matters, enables him to deliver a unique, well-rounded approach to clients in need of innovative, yet practical and effective, solutions. Mr. Jacobs is a graduate of Stanford Law School and is Chambers-rated. He is ranked by the Legal 500 and has been recognized as one of the leading lawyers in San Francisco by San Francisco Magazine.
Jessica Mussallem is a Partner in the San Francisco office of Vinson & Elkins LLP. Her principal areas of practice include complex commercial litigation, government investigations, and white-collar criminal defense, including the representation of corporations, audit committees, and individuals in criminal and internal investigations involving the Department of Justice, the Securities and Exchange Commission, and other government agencies. Ms. Mussallem has grown a national and international practice representing companies and executives in high-stakes matters involving the Foreign Corrupt Practices Act, antitrust offenses, trade secrets, and securities violations, as well as companies in commercial disputes, including IP litigation and securities matters. She is a graduate of the University of California-Hastings College of Law.
Maureen Conners is the CEO of Conners Consulting and a Board Director at Fashion Incubator SF. She is a former Board Director at Deckers (NYSE: DECK, makers of Ugg) and a mentor for retail start-ups at Plug and Play Tech Accelerator. She is a visionary leader and former senior executive at Gillette (P&G), Levi’s and Mattel – where she helped build iconic, world-class brands, launched many new products, and helped increase shareholder value. Conners advises CEO’s and Boards on strategy and new technologies for increasing global revenue growth. She is a speaker on the topic of new technologies and their strategic impact. Her recent talks have been at The CES 2018 High Tech Retailing Summit, Deloitte’s Board Director Symposium, The National Association of Corporate Directors CES Experience, The Women Corporate Directors Event on Retail of The Future, The Wearable Technologies Conference, The Beauty Retail Trends Event at Bloomingdale’s, The Ecommerce Retail Summit at Plug and Play and at The Newco Event on Fashion, Retail, and Tech. Her article on The Innovation Era’s Implications for Boards was recently published in NACD Directorship magazine. She has an MBA from Wharton and attended The Stanford Directors’ College, and she also serves on the Smithsonian Libraries Advisory Board.