The Theranos scandal represents one of the most spectacular Compliance and Ethics failures in corporate history. Once valued at $10 billion at its peak in 2014, Theranos was dissolved in 2018. By 2022, its founder and majority shareholder were convicted of four federal fraud charges. The company falsely claimed to investors and the world that it had blood testing technology that could rapidly diagnose hundreds of medical conditions with only a finger-prick of blood. In fact, Theranos was never remotely capable of doing so.
A young Theranos whistleblower reported that he struggled to voice his concerns about what he saw within the company. There were no articulated company values to which he could point to for guidance or to assess the legitimacy of his distress.
Legislation, court decisions, settlement documents, and regulations often frame how organizations must and should behave. Most of these resources have been improved upon over time. It makes sense that such resources dominate our perspective on whether organizations are conducting themselves in an appropriate manner—that is, pursuing their objectives lawfully, and with integrity and decency. It also makes sense that we tend to rely on such external documents when implementing, evaluating, or updating Compliance and Ethics programs internally.
The values statement propagated inside the organization plays a significant role. Well-written values statements clarify an organization’s principles, serve as a reference for employees’ day-to-day decision making, and ease ethical decision making. These statements provide another opportunity to deal with an issue before it becomes a regulatory or even a criminal matter.
Recent cynicism has questioned the usefulness of corporate values statements. Critics assert it is naïve to think that a statement professing values such as honesty, integrity, excellence, respect, etc. will actually result in people and their organizations behaving in accordance with such principles. After all, Enron had core values statements that prohibited the very actions that led to its downfall—one of the most prominent compliance failures in recent memory.
Anyone could be excused for considering values an afterthought when the first question asked in many management meetings regards the bottom line. So, aren’t values statements just disingenuous marketing tools? Sure, one could say, as many have, that values statements did not stop stunning compliance failures in cases like Enron. But no one has claimed that a values statement alone is a magic potion that will keep an organization on the path to compliance, ethics and maximum productivity—as is true of any other single Compliance & Ethics tool.
Having shared observations with Compliance & Ethics professionals across industries, countries and cultures, I can reflect on an early encounter with a Values Statement that came. with some fanfare within a global business. It was touted as an articulation of how one could approach any ethical choices in any realm of activity within the organization.
My colleagues and I had the expected skepticism of lawyers. Many of us had already developed detailed policies and procedures, and a Code of Conduct that specifically addressed most ethical and practical issues that our business would face. We doubted that imprecise “values” would add to anyone’s understanding of how to approach their work in the real world. To our shock, many of our thoughtful and highly educated colleagues (who we assumed shared our skepticism), quickly cited such statements when dealing with ethical dilemmas. For example, we lawyers were surprised to hear a PhD research scientist cite not a specific policy on how to resolve an issue with an academic institution, but rather the values statement, “[w]e are committed to excellence — in the results we achieve and in how we achieve them.”
Good values statements are clear, simple, and authentic. Special training should not be required to read, understand, and follow them. Empirical studies dating back at least to the 1980’s show that clearly articulated organizational values positively affect both organizational performance and employee experiences.
Would a Values Statement have made a difference in the Theranos case? No one knows for sure. However, we do know that it would have provided a clearer path for the whistleblower to air his concerns internally and may well have emboldened other individuals within the organization to speak up. Ultimately, the vast harm to Theranos investors, employees, and customers might have been mitigated or avoided altogether.
Michael Donnella is a Practice Professor of Law and the Director of Temple’s Center for Compliance and Ethics.