Between a Rock and a Hard Place : The Conflict between U.S. Corporate Codes of Conduct and European Privacy and Work Laws

For several decades now, publicly-held corporations have been adopting codes of conduct or corporate codes of ethics to further both federal law, as well as corporate goals and mandates. The implementation of such codes, however, is creating a legal conundrum for those firms seeking to operate transnationally and, in particular, in the European Union. At the heart of the problem are European perspectives on human rights and human dignity laws, as well as work and data protection laws created to protect the privacy of European workers. Recently, in three cases heard in France and one in Germany, the codes of conduct of U.S. companies were held to be in violation of such laws. This article examines in detail the conflict posited by compliance with both United States law and data protection and privacy laws in Europe. Part II reviews the history of U.S. corporate codes of conduct. Part III examines the legal derivation for certain provisions of corporate codes of ethics, examining the Federal Sentencing Guidelines and the Sarbanes Oxley Act. Part IV reviews privacy law in the European Union and analyzes in depth the four European cases that have been reported to date. And, finally, Part V makes recommendations as to how companies may satisfy the duality of compliance with SOX and with European laws