Corporate Compliance Program Attorneys
Designing and testing compliance programs against the federal standard for an effective program, the books-and-records and anti-bribery provisions, and the anti-money laundering program rule.
Federal law describes what an effective compliance program looks like. The Sentencing Guidelines set out the minimum elements in section 8B2.1, and a program that meets them is a factor in how an organization is treated when misconduct occurs. Specific statutes add program requirements of their own: issuers must keep accurate books and maintain internal accounting controls under the Exchange Act, the Foreign Corrupt Practices Act prohibits corrupt payments to foreign officials, and money services businesses must maintain a written anti-money laundering program.
Industria Business Lawyers designs, reviews, and tests compliance programs for companies nationwide. Every provision cited on this page was read from the United States Code, the Code of Federal Regulations, or the Guidelines Manual. A consultation is free.
The Standards a Program Is Measured Against
The Guidelines standard and the statutory program requirements, from the text in force.
What Makes a Program Effective
Section 8B2.1(a) of the Sentencing Guidelines (Guidelines Manual, November 1, 2025) provides that to have an effective compliance and ethics program an organization shall exercise due diligence to prevent and detect criminal conduct and otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law, and that the program shall be reasonably designed, implemented, and enforced so that it is generally effective. The failure to prevent or detect the instant offense does not necessarily mean the program is not generally effective.
The Minimum Elements
Section 8B2.1(b) requires, at a minimum, standards and procedures to prevent and detect criminal conduct; a knowledgeable governing authority that exercises reasonable oversight, high-level personnel responsible for the program, and operational personnel with adequate resources and direct access to the governing authority; reasonable efforts to exclude from substantial authority persons who engaged in illegal activity; training; monitoring, auditing, periodic evaluation, and a reporting system that may allow anonymity; consistent incentives and discipline; and an appropriate response to detected conduct, including modifying the program. Section 8B2.1(c) requires periodic assessment of the risk of criminal conduct.
Books, Records, and Internal Controls
Section 13(b)(2) of the Exchange Act, 15 U.S.C. 78m(b)(2), requires every issuer with a class of securities registered under section 78l or required to file reports under section 78o(d) to make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s authorization and recorded as necessary to permit preparation of financial statements.
Foreign Corrupt Practices
15 U.S.C. 78dd-1(a) makes it unlawful for any such issuer, or any officer, director, employee, or agent of the issuer or stockholder acting on its behalf, to use the mails or interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money or anything of value to any foreign official for the purposes the section lists, including influencing an official act or decision. 15 U.S.C. 78dd-2 applies a parallel prohibition to domestic concerns that are not issuers.
Anti-Money Laundering Programs
31 CFR 1022.210(a) requires each money services business to develop, implement, and maintain an effective anti-money laundering program reasonably designed to prevent the business from being used to facilitate money laundering and the financing of terrorist activities. Section 1022.210(b) requires the program to be commensurate with the risks posed by the location, size, and nature and volume of the business’s services, and section 1022.210(d) sets the minimum policies, procedures, and internal controls, including customer verification, reporting, recordkeeping, and responding to law enforcement requests.
Identity Theft Prevention
The FTC’s Red Flags Rule, 16 CFR 681.1(d)(1), requires each financial institution or creditor that offers or maintains one or more covered accounts to develop and implement a written Identity Theft Prevention Program designed to detect, prevent, and mitigate identity theft in connection with the opening of a covered account or any existing covered account, appropriate to the size and complexity of the institution or creditor.
From Policy to a Program That Works
The standard is effectiveness, which is measured by what the program does, not what it says.
Risk first. Section 8B2.1(c) requires the organization to assess the risk of criminal conduct periodically and to design each element of the program to reduce the risks identified. A program built from a template rather than from the company’s own risks does not meet that requirement.
Oversight that is real. Section 8B2.1(b)(2) requires the governing authority to be knowledgeable about the program and to exercise reasonable oversight, and requires operational personnel to report periodically to high-level personnel and have direct access to the board or a committee. Board minutes and compliance reports are the evidence that this happens.
Reporting without retaliation. Section 8B2.1(b)(5)(C) calls for a publicized system through which employees and agents may report or seek guidance about potential or actual criminal conduct without fear of retaliation, which may include anonymity or confidentiality.
Testing. Section 8B2.1(b)(5)(A) and (B) require monitoring, auditing, and periodic evaluation of effectiveness. The firm designs tests that show whether controls operate, not only whether they exist.
Statute-specific programs. Where the company is an issuer, a money services business, or a creditor with covered accounts, the program incorporates the specific requirements of 15 U.S.C. 78m(b)(2), 31 CFR 1022.210, and 16 CFR 681.1 alongside the Guidelines elements.
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The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities.
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How We Build or Review a Compliance Program
The company’s operations, markets, counterparties, and regulators reviewed to identify where criminal and regulatory risk sits, as section 8B2.1(c) requires.
The existing program compared element by element to section 8B2.1(b) and to any statute-specific requirement that applies.
Standards written to the risks identified, in language the people who follow them can apply.
Board reporting, compliance officer authority, resources, and direct access set up and documented.
Role-based training and a reporting channel that allows anonymity or confidentiality.
Monitoring and audits designed to show whether controls operate, with results reported to the governing authority.
A procedure for investigating reports and modifying the program after any detected conduct, as section 8B2.1(b)(7) requires.
FAQ
01 • Companies What makes a compliance program effective?
Section 8B2.1 of the Sentencing Guidelines requires due diligence to prevent and detect criminal conduct and a culture of compliance, with the minimum elements in subsection (b), and a program reasonably designed, implemented, and enforced so that it is generally effective.
02 • Companies Does the board have a role?
Section 8B2.1(b)(2)(A) requires the governing authority to be knowledgeable about the content and operation of the program and to exercise reasonable oversight of its implementation and effectiveness.
03 • Companies Do private companies need internal accounting controls?
The books-and-records and internal controls provisions in 15 U.S.C. 78m(b)(2) apply to issuers with registered securities or reporting obligations. Private companies build controls under the Guidelines standard and the requirements of their own regulators and lenders.
04 • Companies What must a money services business's AML program include?
31 CFR 1022.210(d) requires, at a minimum, policies, procedures, and internal controls for customer verification, filing reports, creating and retaining records, and responding to law enforcement requests, together with the other elements the section lists.
05 • Companies Does having a program prevent liability?
No. Section 8B2.1(a) notes that failure to prevent or detect an offense does not necessarily mean the program is not effective, but a program is a factor in how an organization is treated, not a defense to the conduct itself.
Companies nationwide. Call (202) 860-1210 or describe your operations and existing program through the form. Free consultation. Every program is documented against the standard in force.
This page provides general information about corporate compliance programs under the Sentencing Guidelines and federal law and does not constitute legal advice. Reading it does not create an attorney-client relationship with Industria Business Lawyers. Whether a claim, defense, or obligation exists depends on the facts and the law in force. Provisions cited were read on September 24, 2026 from the United States Code, the Code of Federal Regulations, and the Guidelines Manual (November 1, 2025) at ussc.gov.