CLRE flashcards
CLRE · Build recall with a focused review session.
32 cards. Read the term and the definition here. The deck at the top of this page is optional.
- Notice-and-comment rulemaking
- Agency procedure of publishing a proposed rule, accepting public comments, and issuing a final rule that addresses significant comments before the rule takes effect.
- Legislative rule
- A rule issued under delegated statutory authority that binds the public with the force of law and generally requires notice-and-comment and publication before it takes effect.
- Interpretive rule
- An agency statement explaining how it reads an existing statute or regulation; it creates no new legal duties and is generally exempt from notice-and-comment.
- Substantial evidence review
- The standard courts use for agency factual findings in formal proceedings: whether the record contains enough relevant evidence that a reasonable mind would accept the conclusion.
- Ex parte communication
- A private contact with an agency decision-maker about the merits of an on-the-record proceeding, which must be logged and disclosed to all parties.
- Arbitrary and capricious standard
- A court sets aside agency action that relies on factors the legislature did not intend, ignores record evidence, or offers an explanation counter to the evidence.
- Plain meaning rule
- If statutory language is unambiguous when read in context, it is applied as written without resorting to legislative history or policy arguments.
- Ejusdem generis
- A canon holding that a general term following a specific list is limited to items of the same class or kind as the listed items.
- Rule of lenity
- A canon requiring that genuine ambiguity in a penal or punitive provision be resolved in favor of the person subject to the penalty.
- Expressio unius canon
- A canon holding that the explicit mention of one item in a provision implies the exclusion of items not mentioned.
- Ultra vires action
- Agency action taken beyond the authority granted by statute; it is invalid and may be vacated on judicial review.
- Three lines model
- A governance structure in which management owns risk, risk and compliance functions monitor it, and internal audit provides independent assurance to the board.
- Segregation of duties
- Splitting authorization, custody, recording, and reconciliation among different people so no single individual can both cause and conceal an error or fraud.
- Tone at the top
- The visible commitment of senior leaders and the board to ethical conduct and compliance, which shapes whether lower-level controls are respected.
- Code of conduct
- A written standard of ethical and behavioral expectations applying to all personnel, usually acknowledged annually and reinforced by role-based training.
- Whistleblower hotline
- A confidential reporting channel allowing employees and third parties to raise concerns, permitting anonymity where lawful, and guaranteeing protection from retaliation.
- Control environment
- The aggregate of governance, ethics, organizational structure, and accountability that sets the tone for how controls operate across the organization.
- Inherent risk
- The level of risk before considering any controls, typically expressed as the product of the likelihood and impact of an adverse event.
- Residual risk
- The risk remaining after controls are applied, calculated by adjusting inherent risk for the design and operating effectiveness of those controls.
- Design effectiveness
- An assessment of whether a control, as documented and implemented, is capable of preventing or detecting the relevant risk if it operates as intended.
- Operating effectiveness
- Testing whether a control actually functioned consistently and as designed throughout the review period, supported by evidence such as samples and system logs.
- Key risk indicator
- A measurable metric that signals changes in exposure, paired with defined thresholds and escalation triggers so rising risk prompts timely action.
- Audit workpapers
- The record of criteria, testing performed, evidence reviewed, exceptions found, and the conclusion reached, retained to support the audit opinion.
- Upjohn warning
- A statement at the start of an internal interview that counsel represents the company, the conversation is privileged, and the employee may wish to consult personal counsel.
- Legal hold
- A directive suspending routine destruction of documents and data relevant to anticipated or pending litigation, an investigation, or a regulatory demand.
- Civil investigative demand
- A compulsory request for documents, testimony, or written answers issued by an agency during a pre-suit investigation, enforceable in court if not obeyed.
- Consent order
- A negotiated settlement resolving an enforcement action without an admission of liability, typically imposing undertakings, monitoring obligations, and monetary relief.
- Root cause analysis
- A structured method tracing a compliance failure beyond the immediate error to the underlying process, incentive, oversight, or culture deficiency.
- Records retention schedule
- An approved list stating record classes, required retention periods, and destruction methods, subject to suspension whenever a legal hold applies.
- Attorney-client privilege
- Protection for confidential communications between a client and counsel made to obtain legal advice; it can be waived by disclosing to outsiders.
- Conflict of interest
- A situation where personal, financial, or other interests could improperly influence professional judgment, managed through disclosure, recusal, or informed consent.
- Data classification
- A tiering scheme that labels information by sensitivity and prescribes handling, access, transmission, and retention rules for each tier.