Local attorney's link to Enron probes leads to new role

Email | Print By Milt Capps

03-27-2006 10:13 AM — Nashville attorney Gary M. Brown could hardly be faulted if he followed with unusual interest today's scheduled testimony in Houston by former Enron Corp. Treasurer Ben Glisan Jr.

After all, Brown served in 2002 as special counsel to Republicans on the U.S. Senate Governmental Affairs Committee during its early investigation of Enron's collapse.

Now, Brown and his business associates at Princeton, N.J.-based MIDI Compliance and Ethics Solutions are taking further steps to secure a role in the booming ethics industry. They are developing seminars and interactive training products to help corporate management and boards of directors cope with the heightened scrutiny of corporate governance that has emerged in the wake of the recent tsunami of corporate scandals.

One post-Enron measure has particularly increased demand for such services. The 2004 revision of Federal Sentencing Guidelines, which afford some companies found guilty of misdeeds ways to mitigate their punishment, give companies a strong incentive to devote time and effort to compliance with ethics standards.

Brown, who is chairman of the corporate department of Baker, Donelson, Bearman, Caldwell & Berkowitz, is a member of Midi's Ethics and Advisory Law group. In that role, among other duties, he works with Midi scriptwriters to incorporate into interactive lessons "vignettes" that are derived from dramatic situations he has encountered, and which make presentations authentic and compelling.

These "ethical moments," Brown said in an interview, are intended to "sensitize boards to their responsibilities." He emphasized that such instruction, on its own, is insufficient to guard against inappropriate employee behavior and potential loss of shareholder value. To stay out of trouble, a company needs to maintain a culture of self-regulation.

Both Brown and Midi Chief Marketing Officer Diane Pardee say that because board members and other senior executives are often resistant to online education, interactive presentations will often be delivered during clients' board meetings. They are not meant as a substitute for Midi's traditional on-site presentations, but rather as a complement to it. The interactive courseware is customizable to individual companies and industries.

Brown explains that the opportunity to work with Midi stemmed from his collaborative volunteer work with Jeffrey Kaplan, Midi's vice president for law, ethics and compliance, who is active with Brown in the Ethics & Compliance Officers Association. Brown says he receives "a stipend" for his work with Midi and currently has no agreement for royalties from sales of the interactive products to which he is contributing.

Midi is positioned as a provider of ethics and compliance-related products and services. The company tries to facilitate the exchange of best-practice information among its clientèle, in addition to helping companies design, implement and market programs that are intended to foster a culture conducive to ethical behavior and regulatory compliance. Midi's learning management system is known as the Compliance and Ethics Learning Platform.

Among the four venture-capital firms that acquired Midi in 2004 was Chrysalis Ventures LLC, based in Louisville, which also has stakes in Nashville firms Cybera Inc. and HCCA Holdings. Pardee says Midi has 70 employees; she declined to disclose the private company's revenues.

At Baker Donelson, Brown conducts training for boards of directors regarding their fiduciary responsibilities. For more than a decade, he has taught corporate and securities law at the Vanderbilt University School of Law, from which he received his law degree in 1980.