Definitize /de-fə-nə-ˌtīz/: A govcon way of saying to make definite. The Definitizer focuses on news and issues in the realm of government contracting to (hopefully) bring a bit more definition to an often murky world.

What? I'm on YouTube?

Here's a cautionary tale that demonstrates why a strong compliance culture is crucial to the protection of your business - your actions might just wind up on YouTube.

Every week I get my e-newsletter from the ABA Journal. It usually offers a tidbit or two detailing lawyer missteps that made the news (may my name never show up!). Today's email recounted a real gotcha kind of story that was covered by the New York Times and 60 Minutes.

It seems that a UK-based watchdog organization, Global Witness, decided to see if NY business lawyers would represent a potentially less-than-reptutable, but wealthy, West African "minister of mines." The minister, according to his putative representative, wanted to anonymously acquire a Manhattan brownstone, a used jet and a yacht. These kinds of anonymous purchases have been raising questions because some suspect that these purchases are little more than thinly veiled attempts to launder the ill gotten gains of wealthy foreigners.

So, as recounted here, Global Witness sent an investigator, armed with a hidden camera, posing as a representative of the minister to meet with lawyers at some 13 NYC firms to seek representation for the minister to make these purchases. The investigator dropped hints that, according to Global Witness, should have raised red flags indicating that the funds came from corrupt activities. One of the lawyers picked up on those flags and stopped the conversation. Others remained open to assisting the client but subject to confirmation that the money was clean. Some seemed enthusiastic about the potential deals; others not so keen. Regardless, they're all on video for the world to see.

I suspect (and hope) that, if there were a next chapter to this tale, all of the lawyers would have declined to do these deals; however, we'll never get to see that part of the story because the series was cancelled after the first episode. We're just left with these yucky videos that make the players look kinda iffy.

And, that's the point of this story. You're much less likely to wind up on the web if you promote an organizational culture that encourages questions, welcomes doubts, and rewards the open exchange of ideas to do the right thing. In this case, it was entirely appropriate for the lawyers to hear what the client proposed to do. It would even have been appropriate to tell the potential client that they'd consider taking on the matter after reviewing additional information. However, if I had my druthers, each one of those lawyers would have unequivocally stated that they would not facilitate the illegal laundering of ill-gotten funds and that the proposed transaction seemed worrisome.

Now let's take this scenario to the offices of a government contractor. A business development rep for one of your subcontractors drops by and tells you how much they appreciate your selecting them for the XYZ Contract. They go on... "By the way, my company's suite at the Verizon Center is free for next week's Wizards/Warriors game and the fridge is loaded - how about you get some of your team together and take in the game."

That's a red flag. Your immediate gut reaction should be "I think I'll pass on it." Once the person leaves, the next conversation should be with your company's compliance officer about whether anything else needs to be done about this now sketchy-seeming business partner. Perhaps there are other versions of this scenario that might be ok. That is, certain business courtesies might be ok if they're commercially reasonable and are not for the purpose of encouraging or rewarding favorable treatment in connection with the subcontract. However, in the absence of a clear policy that covers the situation, your gut reaction should, at a minimum, be "uhhhh, I'm not sure if this is ok - I'll check with my compliance officer and get back to you." Why? Because the rules aren't always clear and, if your company's compliance culture is healthy - you'll never get in trouble for asking.

That would be a video worth watching.

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