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"In the special world of lawyer-conducted investigations, no undertaking calls for more finesse, diplomacy, independence, care, and judgment than acting as a special counsel for a special litigation committee. . . . [Counsel] must conduct the process in the dark, manage it to inspire confidence that sanitary conditions have been maintained, and produce a perfect product that can withstand the most careful scrutiny of any number of skeptical inspectors."
                    -- Lawrence J. Fox,  Internal Corporate Investigations, Chp. 9 (2d ed.)

Ugly words: "corporate internal investigation". 

What are the ethical problems in doing the investigation? What are the ethical problems in fixing any problems we find?  What's the best way to present the investigation, and then what we do, to the government and public and customers and stockholders? All items that you may want to know about. 

Corporate-Ethics.US™ can provide your company:

• An independent ethics consultant to work with your legal counsel. If you are having an internal corporate investigation, you really should have an independent ethics consultant working with your legal counsel.  It is good sense to help you stay out of more trouble during the investigation and its aftermath.   Besides, it is good public relations and  is good government relations.  When an internal corporate investigation is needed, point with pride to your active stance on ethics.  See Crisis Management

If you feel you need to know more to answer the following questions, you could use a seminar or consultation from a  J.D. ethics consultants.

• If there were fraud or impropriety within your company, what first five steps should the company always take?
• If your company's electronic accounting and e-mail data files were subpoenaed, what are the first five steps to take?
• If your company receives an anonymous whistle blower tip, how do you  investigate the veracity and scope of the allegations?
• If your company is subjected to a government inquiry regarding an irregularity in your company operations, what should you do, and in what order?

Let's think about some of the areas you probably want to know more about.

Ethical and legal principles that arise in each of these situations may intertwine and may conflict. (Executives may need both ethical advice and legal advice, and not from the same person!)

And what if the government says an present or former officer has committed a criminal act?  Lots of problems arise.  Can you read all the email of an officer under suspicion?   Should you?  What should you do to provide the officer with secretarial staff?  How should the office staff be advised?  How must they be advised to do if the federal attorney asks them to stop at the prosecutor's office?  What must you do, and what should you do, for the corporate officer?

The answers to the above questions may surprise you. For example, many Delaware corporations have adopted provisions obligating them to advance defense costs through "final disposition" of covered proceedings,  Executives may be entitled to defense costs even after pleading guilty to a criminal offense of accounting fraud that ruined the company, and even if the company's D & O insurance coverage excludes reimbursement for costs of defending criminal acts.  See Bergonzi v. Rite Aid, 2003 WL 22407303 (Del. Ch. Oct. 20, 2003). The decision is underscores the intertwined and sometimes conflicting ethical and legal principles that arise during corporate internal investigation.