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Abstract: 

The U.S. Department of Justice (“DOJ”) has long focused on ensuring that corporate compliance programs are given the resources and attention necessary to effectively prevent, detect, and mitigate corporate misconduct. In 2022, DOJ announced and then implemented a new tool to accomplish this goal: requiring a Chief Executive Officer (“CEO”) and a Chief Compliance Officer (“CCO”) to certify at the end of a DOJ resolution that their company has met the resolution’s compliance obligations and that their company’s compliance program is reasonably designed and implemented to prevent future misconduct. Although new, the compliance certification policy is similar to other certifications required in DOJ resolutions and in other areas of the law, and CEOs and CCOs can take several practical steps to ensure that they can knowledgeably sign the certifications without exposing themselves to individual liability.

Keywords: Compliance Certification Requirements; Glencore Group Guilty Pleas; GOL Linhas Aéreas Inteligentes; Individual Liability

Affiliations:  1: Morrison & Foerster, LLP; 2: Morrison & Foerster, LLP; 3: Morrison & Foerster, LLP.