Conclusion of Northrop Grumman Corporation (NGC) and TRW, Inc. Compliance Program Work

Corporate Staff
posted November 30, 2012


On Dec. 11, 2002, the Department of Justice (DOJ) filed a proposed consent decree, permitting NGC to proceed with its $7.8 billion acquisition of TRW. According to the DOJ complaint filed with the consent decree, the acquisition would lessen competition for reconnaissance satellite systems and “payloads,” which are inputs for those systems. Under the consent decree, the secretary of defense appointed a compliance officer, who was a government employee. The compliance officer played an integral part in overseeing and enforcing the consent decree’s behavioral remedies. The compliance officer was given broad authority to approve certain Northrop business decisions, investigate potential violations of the decree, and hire additional staff as required.

Value Added:

During June 2010, The Aerospace Corporation concluded seven years of work verifying the U.S. District Court Final Judgment regarding the merger between NGC and TRW, Inc. During that time, Aerospace developed and implemented specific processes to monitor and verify NGC compliance with Final Judgment restrictions. At the conclusion of the effort, the U.S. government compliance officer, Joseph Rouge, commended Aerospace efforts in “diligently working to foster an uncommon, but extremely necessary, high level of trust and cooperation to ensure fair competition regarding development, production, and sale of selected reconnaissance satellite systems. Throughout the seven-year period, Aerospace employees fully preserved all U.S. government rights and equities.”