Corporate Compliance & Ethics

Discipline: EAD5971-1

Concentration area: 12139

Number of Credits: 8

Course load:

(Per week)
(Per week)
(Per week)
This course seeks to expose students to significant opportunities for developing critical inquires, oral arguments and writing skills through discussion of academic and practical issues related to Corporate Compliance and Ethics regarding national and international contexts. It seeks to motivate students to:

a) Internalize the main theories, concepts and techniques related to compliance and integrity;

b) Expand skills for the development of studies and research in the corporate compliance and ethics field;

Brazil is looking to improve its position in the World Bank's Doing Business ranking, which in the 2015 edition ranked Brazil 120th out of 189 countries, worse than in 2014 (116º), and which deserves no more comments. At this moment, the approval and regulation of the Anti-Corruption Law is a new fact that can contribute in a structural way to the country improves its ranking. The new law suggests the careful study, preparation and analysis of the organization and its actions not only for the sake of good management practices but also because one cannot claim ignorance of the law. Public, private and third sector organizations should adapt to the new legal context by adopting compliance policies consistent with their integrity and ethical conduct mechanisms. Thus, the Corporate Compliance & Ethics course concentrates on the discussion of changes in organizational and individual attitudes and behaviors and has a multiplier pedagogical effect that will impact not only the company, but the chain in which it is inserted, contributing to the increase the competitiveness of the whole system.

Discuss ethics in the business context. Describe the different activities of a compliance professional. Present the development of compliance in the world and in Brazil. To study compliance in the institutional theories of organizations. Introduce the various stages of building a compliance program. Discuss compliance legislation and some corporate risk control techniques. To study the organizational culture from the point of view of corporate ethics and the behavior of business schools in relation to it. Check the relationships and impacts of social media on compliance and corporate ethics. Discuss corruption in the public and private sectors as well as governance systems geared toward integrity and ethical conduct.


In-class presentations and discussion: Two students will lead the discussion for each class session. They are expected to coordinate their presentations so they complement each other. All students are expected to actively participate in class discussion and be well-prepared in advance.

Article summaries: In addition to the preparation of reading for each class, each student will be required to prepare a 1-2 pages (single-space) summary of one reading per class. When preparing the article summaries, students may consider the following items, which are part of the required format for the article summaries.

• Title of reading: complete citation

• Summarized by: your name

• Purpose of reading: This section should describe how this reading fits in a broader stream of research, why it was written, what were its objectives, etc. All of these relate to the contribution this reading makes to theories of organizations in the field of international business studies.

• Theoretical argument: This section should summarize the theoretical arguments of the reading, including its assumptions, propositions or hypotheses and so forth.

• Results, Conclusion and Integration: This section should summarize any empirical results, any theoretical conclusions and the implications of the findings for international business studies.

Research paper: Students will be required to write a research paper. The paper should relate to one of the topics discussed in class and should be between 5000-7000 words (including references, tables, figures etc.). It will be due one week before the last day of class. Depending on the class size, we will decide how many research papers will be presented in the last day of class. The research paper should demonstrate an appreciation of how the answer to a specific question on a given topic fits into the broader context of the course and shows strong potential to be submitted to an annual academic meeting or a journal. The target journal or academic meeting must be indicated at the beginning of the paper and formatted accordingly or using the APA formatting and style guidelines.

Avaliation methods:
Participation, class presentations and summaries 50%
Expanded abstract of the research paper 20%
Research paper 30%

Office hours: Fridays from 2 p.m to 5 p.m at Room H147 or by gilmarmasiero@gmail.com

Class # 1 - Program and introduction to compliance
Class # 2 - Corporate ethics
Class # 3- The compliance function
Class # 4 - An overview of compliance in Brazil
Class # 5 - Compliance in the institutional organizations theories
Class # 6 - How to build a corporate compliance program?
Class # 7 – Legislation, institutions and compliance
Class # 8 - Corporate risk management
Class # 9 - Discussion of the expanded abstract of the research paper
Class # 10 - Corporate culture and ethics
Class # 11 - Business schools and ethics
Class # 12 - Social medias, compliance and corporate ethics
Class # 13 - Cartels, trust and compliance
Class # 14 - Corruption in the public and private sector
Class # 15 - Corporate governance, compliance and ethics

Topic schedule and reading lists
Main theme References
1 – Program and introduction to compliance Presentation of the program and introduction to corporate compliance and ethics
Vídeo: Dillema. https://www.youtube.com/watch?v=7z0vG_KQe30
2- Corporate Ethics Donaldson, T. (2003). Taking Ethics Seriously: A Mission Now More Possible. Academy of Management Review, 28 (3).
Donaldson, T., Dunfee, T.W. (1994). Toward a Unified Conception of Business Ethics: Integrative Social Contracts Theory. Academy of Management Review, 28 (3).
French, P.A. (1979). The Corporation as a Moral Person. American Philosophical Quarterly, 16 (3).
3 – The compliance function Stone, C. D. (1980). The Place of Enterprise Liability in the Control of Corporate Conduct. The Yale Law Journal, 90 (1). pp 1 a 10.
Miller, G. P. (2014). The Compliance Function: An Overview. New York University Law and Economics Working Papers. Paper 393.
Ethics Resource Center (2007). Leading Corporate Integrity: Defining the Role of the Chief Ethics and Compliance Officer. Reports, Ethics Resource Center, Washington, DC.
4 – An overview of compliance in Brazil This class will be delivered by a senior Compliance Officer at Tozzini-Freire Advogados
5 – Compliance in the institutional organizations theories
Meyer, J. W., Rowan, B. (1977). Institutionalized Organizations: Formal Structure as Myth and Cerimony. American Journal of Sociology, 83 (2).
DiMaggio, P.J., Powell, W. W. (1983). The Iron Cage Revisited: Institutional Isomorphism and Collective Rationality in Organizational Fields. American Sociological Review, 48 (2).
Chandler, D. (2014). Organizational Susceptibility to Institutional Complexity: Critical Events Driving the Adoption and Implementation of the Ethics and Compliance Officer Position. Organization Science.
6 – How to build a corporate compliance program This class will be delivered by a senior Compliance Officer at Samsung Electronics
The FCPA Guideline
Decreto nº 8.420, de 18 de março de 2015. Capitulo IV - do programa de integridade
7 – Legislation, institutions and compliance Oliver, C. (1991). Strategic Responses to Institutional Processes. Academy of Management Review, 16 (1).
Edelman, L. B. & Suchman, M. C. (1997). The Legal Environments of Organizations. Annual Review of Sociology, 23.
Short, J. L., Toffel, M. W. (2010). Making Self Regulation More than Merely Symbolic: The Critical Role of the Legal Environment. Administrative Science Quarterly, 55.
8 – Corporate risk management Journal of Applied Corporate Finance

FALL 1996 VOLUME 9.3

Rethinking Risk Management
by René M. Stulz,
The Ohio State University
Coimbra, Fabio C. (2011). Estrutura de governança corporative e gestão de riscos: um estudo de casos no setor financeiro. Universidade de São Paulo, Tese de doutorado. Chapter 2.
Stulz, René M. (1996). Rethinking Risk Management. Journal of Applied Corporate Finance. Vol. 9.3
Estrada, Javier (2014). Rethinking risk.Journal of Asset Management. August 2014, Volume 15, Issue 4, pp 239–259.
9. Discussion of the extended abstract of the research paper Structure:
- Title. Abstract. Key words.
- Definition of congress or scientific journal for future submission.
- Research problem characterization
- Objectives (general and specific)
- Methodology and brief justification
- Preliminary theoretical framework
- List of references to be used in the article (format or specific publication that the paper will be submitted).
10 – Corporate culture and ethics Greve, H.R., Palmer, D. & Pozner, J. (2010). Organizations Gone Wild: The Causes, Processes and Consequences of Organizational Misconduct. The Academy of Management Annals, 4 (1).
Dobson, J. (2006 ) Enron: The Collapse of Corporate Culture, p. 193-205. In:Enron and World Finance: A Case Study in Ethics. Ed. Dembinski, P. H.; Lager, C.; Cornford, A.; Bonvin, J. Palgrave MacMillan
11 – Business schools and ethics Wooster, H. A. (1919). University Schools of Business and a New Business Ethics. Journal of Political Economy, 27 (1).
Who’s Downloading Pirated Papers? Everyone. In: Science, 2016. (http://www.sciencemag.org/news/2016/04/whos-downloading-pirated-papers-everyone).
Giacalone, R. A. & Thompson, K. R. (2006). Business Ethics and Social Responsibility Education: Shifting the Worldview. Academy of Management Learning & Education, 5 (3).
12 – Social medias, compliance and corporate ethics Bednar, M. K. (2012). Watchdog or Lapdog? A Behavioral View of the Media as a Governance Mechanism. Academy of Management Journal, 55 (1).
Miller, G. S. (2006). The Press as a Watchdog for Accounting Fraud. Journal of Accounting Research 44 (5).
13 – Cartels, trust and compliance Williamson, O. E. (1977). Economies as an Antitrust Defense Revisited. University of Pennsylvania Law Review, 125 (4).
Brenner, S. (2011). Self-Disclosure at International Cartels. Journal of International Business Studies, 42 (2).
Murphy, J. & Kolasky, W. (2012). The Role of Anti-Cartel Compliance Programs in Preventing Cartel Behavior. Antitrust, 26 (2).
14 – Corruption in the public and private sector Fisman, R. & Miguel, E. (2007). Corruption, Norms and Legal Enforcement: Evidence from Diplomatic Parking Tickets. Journal of Political Economy, 115 (6).
Cuervo-Cazurra, A. (2006). Who Cares About Corruption? Journal of International Business Studies, 37 (6).
Argandoña, A. (2003). Private-to-Private Corruption. Journal of Business Ethics, 47 (3).
15 – Corporate governance, compliance and ethics Hambrick, D. C., Werder, A. & Zajac, E. (2008). New Directions in Corporate Governance Research. Organization Science, 19 (3).
Cragg, W. & Matten, D. (2011). Ethics, Corporations and Governance. Journal of Business Ethics, 102 (1).
Article delivery print and electronically, according to the submission standards of journal articles / selected congress