Find a company that has established a robust compliance program in recent years, and it's a fair bet that federal prosecutors provided the, ahem, motivation to do so. But once in a great while, a company adopts such programs to appease shareholders.

Such were the circumstances faced by SciClone Pharmaceuticals, which has agreed to adopt certain corporate governance reforms and pay $2.5 million in plaintiffs' legal fees through its director-and-officer insurance policy, all as part of a deal to settle a consolidated shareholder lawsuit stemming from alleged violations of the Foreign Corrupt Practices Act.

Typically, the intent of a shareholder ...