As the authoritative force in Employment and Labor Law today, we have, here at Miletti Law®, committed ourselves to the creation of enlightening and educative content, which aims to keep you, our unusually motivated® readers, #InTheKnow about issues that affect you and/or your businesses. Usually, the content features as videos that are posted on our YouTube Channel https://www.youtube.com/channel/UCtvUryqkkMAJLwrLu2BBt6w and blogs that are published on our website WWW.MILETTILAW.COM.

Because we are a firm of our word, we endeavor to keep our promises on the continued updating of the content we prepare for you. For this reason, here is Part II of our monthly series on the 12 Canons of corporate conduct in a video titled “12 Unique Canons of Corporate Conduct Made Easy For Employees, Part II.” You can access it via the link provided at the end of this blog.

Before we begin, let’s have a recap of what was discussed in Part I of this series. We mentioned that while many businesses and companies have shut down and closed doors, others have considered mergers and acquisitions following the adverse economic effects of the COVID-19 pandemic. As a result, the working environment has undergone some dramatic changes and employees now find themselves operating and working on another layer, which we call the corporate level. In response to these issues, we decided to dedicate this series of videos and blogs to letting employees know that the transition is nothing to cause jitters and informing them about what their obligations and roles are in the new face of corporate culture and conduct.

That being said, we now move forward the discussion and look into another specific issue that culminates into Canon 2. As usual, we are going to follow our standard “IRAC” (Issue, Rule, Analysis, & Conclusion) Format for systematic handling of each Canon.

Issue

You’re a middle level manager and a business has recently merged with a multinational corporate e-commerce firm and, as a result, you now have access to confidential information regarding the merger such as marketing tools, analytics, financial records, and the like. On a typical working day, a consulting agency sends you an email soliciting you to provide a paid consultation presentation concerning how to design and set up a successful e-commerce website. Since money doesn’t have a characteristic smell depending on where it came from, you think about going ahead and providing the consultation off hours because you don’t want to make the presentation during corporate time.

Rules

Well, sorry, but before you go ahead with the paid consultation presentation, you need to understand that most corporate codes of conduct contain a clause known as the ‘declaration of conflict of interest.’ A probable conflict of interest regards the situation where an employee stands to gain personally based off on some information they have either learned or accessed from the corporation. Such information could be the blueprint of a website, such as for the e-commerce merger you work for, and which is considered proprietary information. A perfect example regards the features on your corporate’s website that facilitates the collection data and cookies, which helps to provide customers with customized services. If you go ahead and provide this information to the agency for personal gains, then you’ve violated the corporate’s code of conduct by displaying a conflict of interest.

Analysis

In this case, you’ve violated both the general code of conduct by displaying a conflict of interest and confidentiality by disclosing the corporation’s proprietary information. Even if you provided the consultation informally, you used the information you’ve learned and the know-how or experience you’ve gained by working for the corporation. It is even possible that the agency works for your rival companies and they would like to understand what gives your corporation the competitive advantage it enjoys.

Conclusion

The bottom line is this – the codes of conduct for most corporations prohibit and forbid employees from displaying a conflict of interest by using, even informally, confidential information for personal gain/benefit. Irrespective of the position you hold or the corporation you work for, you must understand that some of the information you are entrusted to handle might be what gives your employer their competitive advantage and, thus, it shouldn’t be disclosed. You must take caution about how, why, and when you use any type of information you are entrusted with as an employee, particularly that which is considered protected or proprietary and confidential information. Yes, you cannot put your own personal interests ahead of the interests of the corporation you work for.

Welcome to review the video at https://www.youtube.com/watch?v=M0F7wIF1Rmg

Stay tuned for Part III of this series and always be #UnusuallyMotivated. In the interim, if there are any questions or comments, please let us know at the Contact Us page!