Global Anti-Corruption Insights - Arnold & Porter/media/files/perspectives/...Global Anti-Corruption Insights | 7 accepting bribes from Alstom and is currently serving a three-year

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Global Anti-Corruption

InsightsUpdate on Recent Enforcement, Litigation, and Compliance Developments

Winter 2015

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EXECUTIVE SUMMARY: 2014 YEAR IN REVIEW _______ 3

KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS _____________________________________ 6

Notable Corporate FCPA Enforcement Actions Resolved by the Justice Department and/or SEC __________________ 6

Justice Department and SEC Enforcement Actions against Individuals for Violations of the FCPA __________________ 11

TopU.S.EnforcementOfficialsCommentonFCPA ________ 13

FBI Reportedly Tripling Number of Agents Focused on Foreign Bribery __________________________________ 14

DOJ Releases Opinion Regarding Corporate Acquisitions ___ 14

Rounding Out the Enforcement Docket __________________ 15

SEC Whistleblower Program Update____________________ 18

DOJ Recovers Proceeds of Corruption under Its Kleptocracy Initiative _____________________________ 19

FCPA-Related Civil Litigation _________________________ 20

GLOBAL ANTI-CORRUPTION UPDATE ________________ 24

Developments in the United Kingdom ___________________ 24

Former SNC Lavalin Executive Pleads Guilty To Swiss Charges, Is Extradited To Canada To Face Additional Charges _ 27

Brazilian Authorities File Bribery Charges _______________ 28

Former Deutsche Securities Inc. Salesman Receives Suspended Sentence in Japanese Bribe Case ______________ 29

Italy Investigates Oil Company Eni SpA _________________ 29

OECD Releases Foreign Bribery Report _________________ 30

Transparency International Releases Its 2014 Corruption Perceptions Index and Its Annual Progress Report _________ 30

Table of contents

Global Anti-Corruption Insights | 3

EXECUTIVE SUMMARY: 2014 YEAR IN REVIEWThe Department of Justice and the Securities and Exchange Commission continued their focus on the Foreign Corrupt PracticesActin2014,resolvingcasesagainsttencorporationsandcollectinganumberofsizablemonetaryfinesandpenalties. Individual defendants remain a major focus of enforcement efforts as well, with the DOJ and the SEC pursuing significantcasesagainstemployeeswhoallegedlyengagedinforeigncorruption.AndregulatorsoutsideoftheUnitedStatescontinuedtorampuptheiranti-corruptionefforts,includingtheUnitedKingdom’sSeriousFraudOffice,whichobtaineditsfirstconvictionsfollowingtrialofviolationsoftheBriberyAct.

WebeginthiseditionofourAnti-CorruptionNewsletterbyhighlightingfiveheadlinesfrom2014.

1. U.S. Department of Justice and U.S. Securities and Exchange Commission Obtain US$1.56 Billion in FCPA-Related Sanctions

The DOJ and the SEC combined to resolve FCPA enforcement actions against ten companies and certain of theirsubsidiariesin2014.ThesecasesledtoapproximatelyUS$1.56billionincriminalfines,civilmonetarypenalties,anddisgorgement—asignificantstepupfromtheUS$720millioncollectedin2013andtheUS$260million in 2012.

Mostofthefineshitthenewsinthesecondhalfof2014,accountingforUS$985millionoftheUS$1.56billioninsanctions. The bulk of this came from the French power company Alstom, S.A., which agreed to pay a criminal penalty of US$772 million, the largest criminal penalty ever assessed in an FCPA enforcement action.

The SEC brought most (but not all) of its corporate enforcement actions in administrative proceedings in the second half of 2014. While a number of the cases involved parallel enforcement by both the DOJ and SEC, the SEC also went solo in three of these cases (involving Bruker Corporation, Layne Christensen Company, and Smith & Wesson Holdings Corporation).

2. DOJ and SEC Continue Their Focus on Trying to Hold Individuals Accountable 2014 saw the DOJ and SEC continuing their much-publicized effort to bring FCPA cases against individuals. In the

second half of 2014, the DOJ obtained guilty pleas from three individuals and pursued its ongoing prosecution of a former Alstom employee, while the SEC obtained a cease-and-desist order against two former employees of FLIR Systems, Inc., a defense contractor. The trend has continued into 2015, with the DOJ announcing its indictment of Dmitrij Harder, a former owner and president of two consulting companies, for allegedly paying US$3.5 million toanofficialoftheEuropeanBankforReconstructionandDevelopment,andwiththeSECannouncingthatithad settled an administrative proceeding with Walid Hatoum, a former executive of The PBSJ Corporation, for authorizingthepaymentofnearlyUS$1.4millioninbribestoaQatarigovernmentofficial.

DOJandSECofficialshavemadeholdingindividualsaccountableawell-publicizedpriorityforanumberofyears now. Bringing an FCPA case against an individual can prove quite challenging, of course, and DOJ often will have to rely on a company’s cooperation in order to assemble the evidence it needs. Furthering that effort, DOJofficialsrecentlyhaveemphasizedinpublicspeechesthatthedegreeofcreditacompanywillgetfromtheDOJ for cooperating in an FCPA investigation will be directly tied to the company’s willingness to assist with prosecutions of employees responsible for the bribery.

3. FCPA Disclosures Spur Related Civil Litigation Companies disclosing potential FCPA violations increasingly are becoming targets of civil litigation brought by

the company’s shareholders. One recent example involves Cobalt International Energy, Inc. and certain of its seniorofficersanddirectors,who—afterdisclosinginDecember2014thattheSEC’sDivisionofEnforcement


had issued a “Wells Notice” to the company—were named as defendants in a securities fraud class action alleging that the company had concealed that it had obtained access to Angolan oil wells by paying bribes. (On January 28, 2015, Cobalt announced that the SEC had terminated its FCPA investigation.)

The threat of tag-along civil cases continues to affect how companies go about conducting internal investigations. One decision worth reading came from the Delaware Supreme Court, which held that a derivative plaintiff—a shareholder purportedly suing on the company’s behalf—may obtain materials generated during the company’s internal investigation and protected by the attorney-client privilege and attorneyworkproductdoctrine,byestablishing“goodcause,”suchasbyshowingthatthecompany’sofficersordirectorsbreachedtheirfiduciaryduties.

4. SFO Breaks New Ground with a Pair of Bribery Convictions TheSFOenjoyedsomebigsuccessesin2014,whenitsecured(1)itsfirstconvictionofacorporationforforeign

briberyinacasethatproceededtotrialand(2)itsfirstconvictionsforviolationsoftheBriberyAct.InDecember2014, the Southwark Crown Court convicted Smith & Ouzman Ltd. and two of its employees of charges that the company and former employees violated the Prevention of Corruption Act (the 2011 Bribery Act’s predecessor) by bribingforeignofficialstosecurecontractsinKenyaandMauritania.TheSFOalsoobtaineditsfirstconvictionsunder the Bribery Act against two individuals who misled investors into believing that they had land in Cambodia planted with trees used for manufacturing biofuel. In fact, the defendants had used the investors’ money to fund their lavish lifestyles.

5. Authorities Around the World Step Up Anti-Corruption Enforcement While the DOJ, the SEC and the SFO remain principal players in the anti-corruption arena, law enforcement

elsewhere around the globe became increasingly active in 2014. For example, Canada’s Royal Canadian Mounted Police continued their prosecution of former SNC-Lavalin executives for alleged payment of bribes; Brazilian authoritiesannouncedchargesinmultiple,unfoldingcorruptioncases;andprosecutorsinMilan,Italyconfirmedtheir investigation of oil company Eni SpA in connection with bribes it allegedly paid to acquire Nigerian oil.

We analyze these developments and more in this edition of Global Anti-Corruption Insights.


KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS


Notable Corporate FCPA Enforcement Actions Resolved by the Justice Department and/or SEC

SEC Enters DPA with Florida Engineering Company and Settles Charges with a Former Executive of the CompanyOn January 22, 2015, the SEC announced that it had entered into a two-year deferred prosecution agreement (DPA) with The PBSJ Corporation (PBSJ)—a Florida-based engineering and construction company now known as The Atkins North America Holdings Corporation—in connection with FCPA charges relating to an alleged bribery scheme to secure two multi-million dollar contracts from the government of Qatar.1 This is theSEC’ssecondDPAinanFCPAmatter;thefirstwasentered into with Tenaris in 2011. Pursuant to the DPA, PBSJ must pay a total of US$3.4 million in disgorgement, interest, and penalties. Although according to, the SEC, PBSJofficershad“ignoredmultipleredflagsthatshouldhaveenabledotherofficersandemployeestouncoverthebribery scheme at an earlier stage,” the SEC commended the company for its self-reporting and cooperation, which included voluntarily making witnesses available for interviews and providing “factual chronologies, timelines, internal summaries, and full forensic images” to the SEC.2

In a related administrative proceeding, the SEC charged formerPBSJofficerWalid Hatoum with violating the anti-bribery provisions of the FCPA and with causing PBSJ to violate the books and records and internal controls provisions of the FCPA.3 According to Kara Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, “Hatoum offered and authorized nearly [US]$1.4 million in bribes disguised as ‘agency fees’ intended for a foreign officialwhousedanaliastocommunicateconfidentialinformation that assisted PBSJ.”4 Hatoum, moreover, allegedly offered employment to a second government officialinexchangeforassistance.HatoumdidnotadmitordenytheSEC’sfindingsbutagreedtopayapenaltyofUS$50,000 to settle the administrative charges.

Alstom S.A. and Subsidiaries Resolve DOJ Charges of FCPA Violations; Company Faces Ongoing Investigations OverseasOn December 22, 2014, the DOJ announced that Alstom S.A., a French energy and transportation company, had pleaded guilty to paying over US$75 million in bribes from2000to2011togovernmentofficialsintheBahamas,Egypt, Indonesia, Saudi Arabia, and Taiwan in connection with US$4 billion worth of power, grid, and transportation projects for state-owned entities.5 The company agreed to pay a US$772 million penalty to resolve the charges—the largest criminalfineever imposedand the secondlargest FCPA penalty after Siemens AG’s US$800 million combined criminal and civil penalty in 2008.6

In addition, Alstom’s Swiss subsidiary pleaded guilty to conspiracy to violate the anti-bribery provisions of the FCPA, and two U.S. subsidiaries entered into DPAs, admitting that they had conspired to violate the anti-bribery provisions of the Act.7 Three Alstom executives have also pleaded guilty to conspiring to violate the FCPA, and a fourth is awaiting trial. In addition to Alstom executives, the general manager of a third party involved in a deal in Egypt has pleaded guilty to mail and tax fraud and conspiracy to launder money for accepting kickbacks from Alstom, and a high-ranking member of the Indonesian Parliament was convicted in Indonesia of

KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS


accepting bribes from Alstom and is currently serving a three-year prison sentence.8

Alstom is also reportedly facing scrutiny by authorities in Brazil, the United Kingdom, India, and China.9 In the United Kingdom, for example, the SFO has charged a UK subsidiary of Alstom and four former employees with corruption relating to large transportation projects in India, Poland, Tunisia, and Lithuania, and is investigating the company’s conduct in Hungary.10

Bruker Corporation Pays US$2.4 Million to Settle SEC FCPA ChargesOn December 15, 2014, Bruker Corporation, a Massachusetts-basedmanufacturerofscientificinstruments,agreed to pay US$2.4 million in disgorgement, interest and penalties to settle the SEC’s charges of alleged violations of the books and records and internal controls provisions of the FCPA.11 According to the SEC’s order instituting a settled administrative proceeding, from at least 2005 through 2011, employeesoftheChinaofficesoffourBrukersubsidiariesmade unlawful payments worth more than US$230,000 toChinesegovernmentofficialsatChinesestate-ownedentities that were Bruker customers.12Specifically,theSECcharged that the Bruker employees funded leisure travel, includingshoppingtrips,forChinesegovernmentofficialsto visit the United States, the Czech Republic, Norway, Sweden, France, Germany, Austria, Switzerland, and Italy.13 TheSECfurthercharged thatoneBrukerChinaofficepaidChinesegovernmentofficialsunder“collaborationagreements” for which there was “no legitimate business purpose.”14 Despite the nature of these payments, all were recorded as legitimate business and marketing expenses in the company’s books and records.15 According to the SEC, Bruker“realizedapproximatelyUS$1.7millioninprofitsfrom sales contracts with [the state-owned entities] whose officialsreceivedtheimproperpayments.”16

When it discovered these payments, Bruker initiated an internal investigation with independent counsel and self-reported the preliminary results of its investigation to both the SEC and the DOJ.17 The SEC noted that Bruker “promptly undertook significant remedial measures,” including conducting a “broad review of the China operations of its other divisions,” “revis[ing] its pre-existing compliance program,” and “updat[ing] andenhanc[ing]itsfinancialaccountingcontrolsandits

compliance protocols and policies.”18 The SEC also noted that Bruker provided “extensive, thorough, and real-time cooperation” during the SEC’s investigation, including “voluntarily provid[ing] the Commission with real-time reportsofitsinvestigativefindings;shar[ing]itsanalysisof important documents and summaries of witness interviews; expand[ing] the scope of the investigation at the Commission’s request; and respond[ing] to the Commission’s requests for documents and information in a timely manner.”19

Taking into account the remediation and significant cooperation provided by Bruker, the SEC agreed to settle its FCPA charges against Bruker in an administrative action.20 Bruker consented to the SEC’s administrative orderwithoutadmittingordenyingthefindings.

Dallas Airmotive, Inc. Admits FCPA Violations and Pays US$14 Million Criminal PenaltyDallas Airmotive, Inc. (DAI), a Texas-based provider of aircraft-engine maintenance, repair, and overhaul (MRO) services, is the latest in a series of companies that provide aircraft MRO services to resolve an FCPA investigation.21 On December 10, 2014, DAI entered into a DPA admitting that itbribedgovernmentofficialsinArgentina,Brazil,andPeru to secure contracts and agreeing to pay a US$14 million criminal penalty to resolve FCPA charges brought by the DOJ.22


According to a statement of facts agreed to by DAI, from 2008 through 2012, DAI and its employees and agents made unlawful payments and provided things of value toofficialsoftheBrazilianAirForce,thePeruvianAirForce,theofficeoftheGovernoroftheBrazilianStateofRoraima,andtheOfficeoftheGovernoroftheArgentineState of San Juan to obtain and retain MRO services businessforDAIanditsaffiliate,Dallas Airmotive do Brasil (DAB).23 Employees of DAI and DAB referred to bribe payments as “commissions” or “consulting fees”;24 usedfrontcompaniesaffiliatedwith foreignofficials;25 directly provided things of value, such as paid vacations, toaforeignofficialandhisspouse;26 and made payments to third-party commercial representatives with the understanding that the payments would be passed along totheforeignofficials.27

TheDOJfiledacriminalinformationinfederalcourtinthe Northern District of Texas, charging DAI with one count of conspiring to violate the FCPA and one count of violating the FCPA’s anti-bribery provisions.28 Under the DPA, DAI agreed to pay a US$14 million criminal penalty to resolve the FCPA charges brought by the DOJ. The DOJ considered DAI’s “substantial cooperation, including conducting an internal investigation, voluntarily making U.S. and foreign employees available for interviews, and collecting, analyzing, and organizing voluminous evidence and information” as factors in entering into the DPA.29

The DPA also notes that DAI had improved its compliance program and internal controls and has committed to further enhancing both.30 The DPA requires DAI to report annually to the DOJ for three years but does not require DAI to engage an independent compliance monitor.31

In announcing the resolution of FCPA charges against DAI, the DOJ acknowledged the “assistance of law enforcement counterparts in Brazil.”32

Bio-Rad Laboratories, Inc. Resolves DOJ and SEC InvestigationsOn November 3, 2014, Bio-Rad Laboratories, Inc., a California-based life sciences research and clinical diagnostics products company, resolved parallel FCPA investigations by the DOJ and the SEC by agreeing to pay a total of US$55 million in disgorgement, interest, and penalties.

Bio-Rad paid the DOJ a US$14.35 million penalty pursuant to a non-prosecution agreement (NPA), which stated that the company violated the books and records and internal controls provisions of the FCPA in connection with sales made in Russia.33 According to the DOJ, several high-level managers at French and Russian Bio-Rad subsidiaries who were responsible for overseeing Bio-Rad’s business in Russia, paid intermediary companies commissions of between 15 and 30 percent, purportedly for services related to sales of diagnostic products to the Russian government, despite knowing that the intermediaries were not providing those services.34 The intermediary companies had been created by an agent hired by the French subsidiary, Bio-Rad SNC, to assist the subsidiary with sales in Russia and were located in Panama, the United Kingdom, and Belize.35 The agent also established bank accounts for the intermediary companies in Lithuania and Latvia, into which Bio-Rad SNC paid funds.36 Bio-Rad conducted no due diligence on the intermediary companies prior to engaging them, and, according to the DOJ, the intermediary companies lacked the capabilities to performthecontractuallydefinedservices.37 The DOJ also noted that even had the intermediary companies actually been able to perform the services, they nevertheless would have been overpaid since they were receiving commissions of between 15 and 30 percent.38

The DOJ did not charge Bio-Rad with violations of the anti-bribery provisions of the FCPA or make any mention of what thepaymentsmighthavebeenusedfor,butdidfindthatthecompany, through its managers, had failed to implement an adequate system of accounting controls or an adequate compliance system “with regard to its Russian operations while knowing that the failure to implement such controls allowedtheintermediarycompaniestobepaidsignificantlyabove-market commissions for little or no services.”39

The DOJ gave the company credit for conducting an internal investigation with independent counsel following the discovery of potential FCPA violations, and for fully cooperating with the DOJ’s investigation, including voluntarily producing U.S. and foreign employees for interviews and voluntarily producing documents from overseas. In addition, the DOJ credited the company with undertaking remedial measures to enhance its internal controls and compliance program, including its third-party due diligence procedures, and with closing its Vietnamofficeafter learningof improperpaymentsby


its Vietnamese subsidiary. As part of the NPA, Bio-Rad has agreed to continue cooperating with the DOJ and to periodically report on its compliance efforts for the next two years.40

The SEC charged the company with making improper paymentsinviolationoftheFCPAtogovernmentofficialsin Vietnam and Thailand from 2005 to 2010, and, during the same timeframe, ignoring the high probability that certain payments to third parties would be used to make improper paymentstoRussiangovernmentofficials.41 According to the SEC’s Order, Bio-Rad’s foreign subsidiaries improperly booked US$7.5 million in payments—which resulted inUS$35.1million in illicit profits—as commissions,advertising, and training fees.42 Because the subsidiaries’ books were consolidated into the parent company’s books and records, the SEC concluded that Bio-Rad violated the anti-bribery, books and records, and internal controls provisions of the FCPA.43

The SEC entered an administrative cease-and-desist order against Bio-Rad, pursuant to which the company agreed to pay US$40.7 million in disgorgement and prejudgment interest.44

Layne Christensen Company Settles SEC Charges

As we reported in our Winter 2014 newsletter, Layne Christensen Company—a Kansas-based water management, construction, and drilling business—has been investigating potential FCPA violations in connection with payments made to agents and third parties interacting

withgovernmentofficials in certainAfricancountriessince 2010.45 The company disclosed in its quarterly reportfiledwiththeSEConDecember10,2013thatithad shared the results of its internal investigation with the DOJ and SEC and was cooperating with both agencies in their investigations.46

Layne has now resolved the government’s FCPA investigations. On October 27, 2014, the SEC announced its order instituting settled administrative proceedings, which charged the company with violating the FCPA’s anti-bribery and books and records and internal controls provisions.47 To resolve these charges, without admitting ordenying theSEC’sfindings, thecompanyagreed topay US$5.1 million—US$3,893,472.42 in disgorgement plus US$858,720 in prejudgment interest, as well as a US$375,000 penalty. The company also agreed to provide periodic reports to the SEC, at no less than nine-month intervals during a two-year term, regarding the status of its FCPA and anticorruption-related remediation and its implementation of compliance measures.

According to the SEC’s Order, between 2005 and 2010, the company, through its subsidiaries in Africa and Australia, made more than US$1 million in improper payments—some of which were funded by cash transfers from its U.S. bankaccounts—togovernmentofficialsintheRepublicof Mali, the Republic of Guinea, Burkina Faso, the United Republic of Tanzania, and the Democratic Republic of the Congo.48 The Order found that the company—with the knowledge of and in some cases authorization by the president of its Mineral Exploration Division—made these payments to obtain approximately US$3.9 million inbenefits,including“favorabletaxtreatment,customsclearance for drilling equipment, work permits for expatriates, and relief from inspection by immigration andlaborofficials,aswellastoavoidpenaltiesforthedelinquent payment of taxes and customs duties and the failure to register immigrant workers.”49 The order further found that the company “falsely recorded these improper payments as legitimate expenses and failed to maintain a systemofinternalaccountingcontrolssufficienttoprovidereasonable assurances over its operations.”50

In issuing its order, the SEC credited the company’s cooperation and remediation. Upon learning of the improper payments, the company “quickly” initiated an internal investigation conducted by outside counsel, self-reported preliminary findings to the SEC, and


terminated four employees, including the president of the Mineral Exploration Division.51 In addition,

Layne Christensen voluntarily provided the Commission with real-time reports of its investigative f indings, produced English language translations of documents, made foreign witnesses available for interviews in the United States, shared summaries of witness interviews and reports prepared by forensic consultants retained in connection with the Company’s internal investigation, and responded to the Commission’s requests for documents and information in a timely manner.52

Earlier, on August 15, 2014, the company announced that theDOJ“ha[d]decidedtonotfileanychargesagainstthe Company in connection with the previously disclosed investigation into potential violations of the [FCPA]” and that the DOJ “considers the matter closed.”53

Smith & Wesson Resolves SEC FCPA Charges for US$2 Million

On July 28, 2014, the SEC announced an order inst itut ing set tled administ rat ive proceedings against Smith & Wesson Holding Corporation (Smith&Wesson), aMassachusetts-basedfirearmsmanufacturer, charging the company with violating the anti-bribery, books and records, and internal controls

provisions of the FCPA. The company allegedly made or authorized improper payments to government officials in Indonesia,Bangladesh,Nepal,Pakistan,and Turkey from 2007 to 2010 in order to win contracts to supply the countries’ law enforcement agencies withfirearmsandrelatedproducts.54 Smith & Wesson settled the charges with a cease-and-desist order and agreed to pay US$2 million, comprising US$107,852 in disgorgement, US$21,040 in prejudgment interest, and US$1.906 million in penalties.55

The SEC alleged that during this time period, Smith & Wesson was actively trying to expand its predominately U.S. sales to several new, potentially high-risk international markets by engaging in a pattern of offering, authorizing, or making illegal payments and gifts. According to the SEC, neither Smith & Wesson’s compliance program nor its internal controls were designed or implemented to account for the FCPA risks associated with contracting in new, high-risk markets.56 The Order specif ically notes that the company performed no anti-corruption risk assessment of its new activities, conducted virtually no due diligence on its third-party agents, and failed to devise adequate policies and procedures for commission payments and the use of samples or gifts.57

Despite the pattern of bribery, according to the SEC, Smith & Wesson succeeded in obtaining only one firearmscontract—whenitretainedathird-partyagentin Pakistan to provide over US$11,000 in free guns andcashtoPakistanipoliceofficials.58 The SEC Order found that the free guns and cash were authorized by Smith & Wesson’s Vice President of International Sales and its Regional Director of International Sales, and were characterized in the company’s books and records as legitimate commissions to the third-party agent.59 The SEC Order also found that the Pakistan contract resultedinUS$107,852profitforSmith&Wesson,theamount the SEC required the company to disgorge.60

In announcing the settlement with Smith & Wesson, Kara Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, said: “This is a wake-up call for small and medium-size businesses that want to enter into high-risk markets and expand their international sales. … When a company makes the strategic decision to sell its products overseas, it must ensure that the right internal controls are in place and operating.”61


The SEC credited the company’s “prompt action to remediate its immediate FCPA issues,” including “conducting an internal investigation, terminating its entire international sales staff, terminating pending international sales transactions,” and re-evaluating its international sales strategy.62 In addition, Smith & Wesson implemented a series of remedial measures designed to enhance its compliance program and strengthen its internal controls.63

Justice Department and SEC Enforcement Actions against Individuals for Violations of the FCPA

Former Owner and President of Chestnut Consulting Indicted for Violations of the FCPAOn January 6, 2015, a federal grand jury in the Eastern District of Pennsylvania indicted Dmitrij Harder, the former owner and President of Chestnut Consulting Group Inc. and Chestnut Consulting Group Co. (collectively, Chestnut Group) on charges of violating the FCPA, Travel Act, and anti-money laundering laws. The allegations in the indictment center around Chestnut Group’s payment of approximately US$3.5million toanofficialof theEuropeanBankfor Reconstruction and Development (EBRD), a London-based multilateral development bank, which isownedbyover60sovereignnationsandfinancesdevelopment projects in Eastern Europe and other emerging markets. According to the indictment, the improper payments were made through phony contractswith the EBRD official’s sister andwere“in exchange for influencing the [EBRD] official’sactionsonapplicationsforfinancingsubmittedbytheChestnut Group’s clients and for directing business to the Chestnut Group.” One application was for an EBRD investment of US$85 million and a loan of €90 million, and the other for an EBRD investment of US$40 million and a convertible loan of US$60 million. The Chestnut Group allegedly received US$8 million in success fees as a result of these applications getting approved.64

Two More Executives of Direct Access Partners Plead Guilty to FCPA and Travel Act ChargesOn December 17, 2014, two former executives of Direct Access Partners LLC (DAP), a now-defunct New York-based broker-dealer, pleaded guilty in Manhattan federal court to a conspiracy to violate the FCPA and the Travel Actinconnectionwithaschemetobribeaseniorofficialat a Venezuelan state-owned economic development bank. The guilty pleas of Benito Chinea, DAP’s former CEO, and Joseph DeMeneses, a former DAP managing partner, follow the criminal convictions of four other individuals associated with the bribery scheme: DAP employees Ernesto Lujan, Tomas Alberto Clarke Bethancourt, and Jose Alejandro Hurtado, and the Venezuelan banking official,Maria de los Angeles Gonzalez De Hernandez (Gonzalez), who was also convicted in U.S. federal court.

The DOJ alleges that from 2008 through 2012, Chinea and DeMeneses, together with their co-conspirators, made millions of dollars in illicit payments in exchange for bond trading business that Gonzalez controlled. The defendants allegedly routed these illicit payments through thirdpartiesposingas“foreignfinders”andintooffshorebank accounts. According to the DOJ, DAP generated over US$60 million in commissions on trading business that resulted from the bribery scheme.

Chinea and DeMeneses have agreed to pay US$3,636,432 and US$2,670,612 in forfeiture, respectively, and their sentencing hearings are scheduled for March 27, 2015.65

A parallel SEC enforcement action is pending. The federal investigation of DAP reportedly began with a periodic examination of the broker-dealer by the SEC.

Former FLIR Systems Employees Consent to SEC Cease-and-Desist OrderOn November 17, 2014, the SEC announced that it had sanctioned two former employees of FLIR Systems Inc., a U.S.-based defense contractor, for violating the FCPA.66 Stephen Timms,headofFLIR’sMiddleEastofficeinDubai, and Yasser Ramahi, who reported to Timms, consented to the entry of a cease-and-desist order against them and agreed to pay US$50,000 and US$20,000 respectivelyinfinancialpenalties,withoutadmittingordenyingtheSEC’sfindings.67 According to the SEC, the


twoprovidedfiveSaudiofficialswithUS$7,000worthofwatches in March 2009 and arranged for certain key Saudi officials,includingtwowhoreceivedwatches,tohavea“world tour” in the summer of 2009 in connection with a multi-million dollar contract with the Saudi government to provide thermal binoculars.68

The“worldtour”fortheofficialsconsistedof20nightsofleisure travel paid for by FLIR, with stops in Casablanca, Paris, Dubai, Beirut, and New York City, and four visits to the company’sBoston facilities (one forfivehours,the others for one or two hours), as well as a few other meetingswithFLIRpersonnelinBostonattheofficials’hotel.69 Timms and Ramahi attempted to cover up the worldtourbyclaimingtotheFLIRfinancedepartmentthat the Saudis were supposed to have paid for the trip themselves and that FLIR had paid only because of a billing mistake by FLIR’s travel agent. They then fabricated invoices and other documentation purportedly showing the mistake and also submitted false, supposedly “corrected” documentation.70

Similarly,when theFLIRfinancedepartmentflaggedthe US$7,000 in watch purchases, Timms and Ramahi attempted to cover them up by claiming that the purchases were for 7,000 Saudi Riyals, not dollars. Ramahi obtained a fabricated invoice indicating that the watches were bought for 7,000 Riyals (about US$1,900), and Timms submitted this false invoice to thefinancedepartment.When thefinancedepartment emailed the thirdpartyused for the watch purchases to ask follow-up questions, Timms drafted the third party’s responses.71

The SEC noted in its order that FLIR had a code of conduct that prohibited its employees from violating the FCPA and required them to record information “accurately and honestly” in the company’s books and records. In addition, both Timms and Ramahi had received FCPA-compliance training, including training on providing gifts, travel, and entertainmenttogovernmentofficials.72

Former Alstom Executive’s Motion to Dismiss Indictment Denied, Trial Set for June 2015; Sentencing for Co-Defendants DelayedAs we have reported previously, on July 30, 2013, the DOJ announced that it had charged former Alstom executive Lawrence Hoskins for his alleged participation

in a bribery scheme in violation of the FCPA.73 In late December 2014, Hoskins lost his motion to dismiss the government’s indictment,74 and his trial currently is scheduled for June 2015.75 In denying his motion to dismiss, the court found that (1) whether Hoskins had withdrawn from the alleged conspiracy to violate the FCPA by resigning from Alstom on August 31, 2004, such that the charges against him were barred by the five-yearstatuteoflimitations,and(2)whetherhecouldbe considered an agent of Alstom’s U.S. subsidiary, as opposed to solely an agent of the French parent, were both factual questions for a jury to resolve.76 The court also found that the FCPA could be applied extraterritorially in this case because the indictment alleged that Hoskins had used U.S. wire transfers to promote the conspiracy; his lack of physical presence in the U.S. while involved in the conspiracy was not required to allege a violation of the FCPA.77 The court also rejected Hoskins’ arguments that venue was improper.78 His trial is currently scheduled for June 2, 2015.79

As we also reported previously, the DOJ has brought charges against other former Alstom employees. On April 30, 2013, former Alstom executive William Pomponi pleaded guilty to charges for his alleged participation in a bribery scheme in violation of the FCPA,80 and on July 17, 2014, Pomponi pleaded guilty.81 Pomponi’s sentencing, which was originally scheduled for October 22, 2014, has been continued without date to permit completion of Hoskins’ trial.82

Two other Alstom executives, Frederic Pierucci, an executive of the Connecticut-based U.S. subsidiary of Alstom, and David Rothschild, a former Alstom executive,83 have pleaded guilty.84 Pierucci’s sentencing, which was originally set for December 10, 2014, has been “continued with no new date set.”85 Rothschild’s sentencing has not yet been scheduled on the court’s docket.

The defendants, together with others, allegedly paid bribes to Indonesianofficials—includingamemberoftheIndonesianParliamentandhigh-rankingofficialsofthe Perusahaan Listrik Negara (PLN), a state-owned and controlled electricity company—for assistance in securing a US$118 million contract known as the Tarahan Project to provide power-related services in Indonesia.86 The DOJ has also alleged that Alstom subsidiaries in the United States, Switzerland, and Indonesia were each involved in the bidding for the Tarahan Project.87


Former BizJet CEO Sentenced to Time ServedIn July 2014, Bernd Kowalewski, the former President and CEO of BizJet International Sales and Support Inc. pleaded guilty in U.S. District Court for the Northern District of Oklahoma to an FCPA charge and an FCPA conspiracy charge.88 On November 18, 2014, Kowalewski was sentenced to time served and a US$15,000 criminal penalty.

The scheme that led to Kowalewski’s arrest involved more thanUS$2.5millioninpaymentstogovernmentofficialsin Brazil, Mexico, and Panama in exchange for BizJet receiving maintenance, repair, and overhaul (MRO) contracts. According to the DOJ, Kowalewski and his co-conspirators paid bribes directly, as well as through ashellcompany,toofficialsemployedbytheMexicanfederal police, the Mexican air transport authority, the airfleet for theMexicanstateofSinaloa, theairfleetfor the Mexican state of Sonora, and the Panamanian civil air authority. At corporate board meetings and in email correspondence, the co-conspirators reportedly referred to the improper payments as “commissions” or “incentives”fortheforeignofficialswhohelpedthemsecure contracts.89

Kowalewski, a German citizen, was arrested in the Netherlands in March 2014 and waived extradition to the United States on June 20, 2014. After pleading

guilty in July, he was placed under house arrest in Tulsa, Oklahoma.90

Kowalewski is the third BizJet executive to enter a guilty plea in this case. As we previously reported, on January 5, 2012 Peter DuBois, BizJet’s former vice president of sales and marketing, pleaded guilty to one count of conspiracy to violate the FCPA and one count of violating the FCPA, and Neal Uhl,BizJet’sformervicepresidentoffinance,pleaded guilty to one count of conspiracy to violate the FCPA. Moreover, on March 15, 2012, BizJet agreed to pay a US$11.8 million criminal penalty pursuant to a three-year DPA in order to resolve a charge of conspiring to violate the FCPA’s anti-bribery provisions. BizJet’s parent company, Lufthansa Technik AG, also entered into an NPA in connection with the unlawful payments made by BizJet.91 Jald Jensen, a fourth BizJet executive who was indicted, still remains at large.

Top U.S. Enforcement Officials Comment on FCPA

In recent speeches,DOJofficialshaveemphasized theDepartment’s focus on holding individual employees of companies under investigation accountable for FCPA violations. Principal Deputy Assistant Attorney General for the Criminal Division, Marshall Miller, explained in September 2014 that the degree of credit a company will get from the DOJ under the Principles of Federal Prosecution of Business Organizations for cooperating in an FCPA investigation will be directly tied to the company’s willingness to assist the DOJ in prosecuting those employees responsible for the bribery:

If you want full cooperation credit, make your extensive efforts to secure evidence of individual culpability thefirst thingyou talkaboutwhenyou walk in the door to make your presentation. Make those efforts the last thing you talk about before you walk out. And most importantly, make securing evidence of individual culpability the focus of your investigative efforts so that you have a strong record on which to rely.92

Miller noted Morgan Stanley’s assistance in securing evidence to hold an employee, Garth Peterson, criminally responsible for bribingChinese government officialsas a “critical factor” leading to the company obtaining


a declination from the DOJ.93 He also noted that while PetroTiger Ltd’s ex-CEO and general counsel pleaded guiltytobribingaColombianofficialtoobtainaUS$39million services contract, PetroTiger itself escaped all charges as a result of its cooperation.94

On November 19, 2014, Assistant Attorney General Leslie Caldwell, head of the DOJ’s Criminal Division, and Andrew Ceresney, director of the SEC’s Enforcement Division, addressed the American Conference Institute’s 31st International Conference on the FCPA, both emphasizing theU.S.government’s continuedcommitment tofightforeign bribery. Caldwell discussed how in recent years the DOJ has improved its ability to investigate FCPA cases quickly and to prosecute individuals and intermediary entities for their roles in bribery schemes. Echoing Miller’s remarks, Caldwell said that in order for a company to get full cooperation credit, the DOJ “expect[s] [it] to provide us useful facts in a timely manner. And that includes, importantly, facts about the individuals responsible for the misconduct, no matter how high their rank may be.”95 Caldwell highlighted the DOJ’s Kleptocracy Asset Recovery Initiative, which uses both criminal and civil authorities to strip corruptofficialsof theproceedsoftheir corruption; the DOJ’s increased collaboration with law enforcement and regulatory authorities in other countries; and the benefits of cooperationwiththe DOJ. In encouraging companies to cooperate with U.S. authorities, she stressed that “[f]oreign data privacy laws exist to protect individual privacy, not to shield companies that purport to be cooperating in criminal investigations.”96 While Caldwell presented a broad vision of FCPA enforcement, she did state that “we are focusing our attention on bribes of consequence – ones that fundamentallyundermineconfidenceinthemarketsandgovernments.”97 Caldwell concluded by saying that “with the power of so many countries now standing by our side, we are determined to use every lawful means available to hold the perpetrators of corruption to account.”98

Meanwhile, the SEC’s Andrew Ceresney covered four main topics: (1) a focus on cases against individuals, which are “a powerful deterrent because people pay attention and alter their conduct when they personally face potential punishment”; (2) the importance of robust compliance programs, which can help companies avoid FCPA issues inthefirstplaceandreceivemorelenienttreatmentfromU.S. authorities in the event that a problem does arise; (3)

thebenefitsofcooperation,suchasself-reportingtothegovernment, even in cases involving whistleblowers; and (4) how a broad range of items of “value”—not only money and tangible gifts, but also contributions to charities headedbyoraffiliatedwithforeignofficials—mayposeproblems under the FCPA when provided in order to obtain or retain business.99

FBI Reportedly Tripling Number of Agents Focused on Foreign Bribery

According to a report from the Wall Street Journal, the Federal Bureau of Investigation this year is tripling the number of agents focusing on foreign bribery to more than 30.100 The additional agents will investigate potential violations of the FCPA, as well as potential recoveries of corruptpaymentsreceivedbyforeigngovernmentofficialsunder the government’s Kleptocracy Asset Recovery Initiative.TheagentswillworkfromFBIfieldofficesinNew York, Washington, D.C., San Francisco, Los Angeles, Miami, and Boston.

DOJ Releases Opinion Regarding Corporate Acquisitions

In its second opinion procedure release of 2014, the DOJ provided further insight into the circumstances in which it will seek to hold an acquiring company accountable under the FCPA for the pre-acquisition conduct of its target.101


While the principles contained in the opinion procedure are substantially similar to those laid out by prior DOJ opinion releases—most notably a 2008 opinion release in response to a request from Halliburton—and by the DOJ and SEC’s FCPA Resource Guide, the release does reflecttheDOJ’sevolvingapproach.102

The requestor of the opinion was a U.S. company interested in acquiring all outstanding shares of a foreign consumer products manufacturer and its subsidiary (the target of the acquisition). Unlike the requestor, the target had minimal contacts with the United States: its operations werelargelyconfinedtoitscountryofincorporation,andit was not an issuer of securities on any U.S. exchange.103

During the course of the requestor’s pre-acquisition due diligence, which included a review of the target’s books and recordsby a forensic accountingfirm, therequestor discovered over US$100,000 of potentially improperpayments togovernmentofficialsout of the1,300 transactions with a total value of US$12.9 million analyzed. While the majority of the potentially improper payments were for licenses and permits, others involved giftsandcashdonationstogovernmentofficials,charitablecontributions and sponsorships, and payments to the state-owned media to minimize negative coverage. These paymentswereimproperlyclassifiedinthetarget’sbooksand records, and the target had virtually no anti-corruption compliance program. Importantly, however, none of the improper payments had any nexus to the United States.104

The requestor represented to the DOJ that as part of integrating the target into its operations, it would also integrate the target into its compliance and reporting structure within one year of closing. In addition, it represented that no contracts or other assets that had been obtained through improper payments would remain in effect following the acquisition.105

In light of these facts, the DOJ determined that it would not have jurisdiction over the target for any improper payments that occurred pre-acquisition. Quoting from the FCPA Resource Guide, the DOJ noted that “Successor liability does not … create liability where none existed before. For example, if an issuer were to acquire a foreign company that was not previously subject to the FCPA’s jurisdiction, the mere acquisition of that foreign company would not retroactively create FCPA liability for the acquiring issuer.”106 Thus, since the target was not subject

to the FCPA prior to the acquisition, its acquisition would not retroactively create liability for the requestor.

Unlike in the Halliburton Opinion Release,107 the requestor did not set forth a strict schedule for the target’s integration into its compliance program. The DOJ recognized, however, that “[t]he circumstances of each corporate merger or acquisitionareuniqueandrequirespecificallytailoredduediligence and integration processes. Hence, the exact timeline and appropriateness of particular aspects of Requestor’s integration of the Target Company are not necessarily suitable to other situations.”108 Again citing the FCPA Resource Guide, the DOJ encouraged “companies engaging in mergers and acquisitions to (1) conduct thorough risk-based FCPA and anti-corruption due diligence; (2) implement the acquiring company’s code of conduct and anti-corruption policies as quickly as practicable; (3) conduct FCPA and other relevant training for the acquired entity’s directors and employees, as well as third-party agents and partners; (4) conduct an FCPA-specificauditoftheacquiredentityasquicklyaspracticable;and (5) disclose to the Department any corrupt payments discovered during the due diligence process.”109

Rounding Out the Enforcement Docket

U.S. Supreme Court Declines to Hear Case Involving Meaning of “Foreign Official” under the FCPAOn October 6, 2014, the U.S. Supreme Court denied a petitionforawritofcertiorarifiledbyJoel Esquenazi and Carlos Rodriguez, former owners of Terra Telecommunications Corp., who were seeking review of the U.S. Court of Appeals for the Eleventh Circuit’s interpretation of a key term in the FCPA.110 In May 2014, the Eleventh Circuit upheld Esquenazi’s and Rodriguez’s FCPA convictions, concluding that the persons they bribed were employees of an “instrumentality” of the Haitian governmentandthereforecountedas“foreignofficials”forpurposesoftheFCPA.TheEleventhCircuitdefinedan “instrumentality” of a foreign government as “an entity controlled by the government of a foreign country that performs a function the controlling government treats as its own.” The appellate court explained that this test involves fact-intensive inquiries and offered a non-exclusive list of factors that may be relevant.111


U.S. Supreme Court Declines to Hear Former CCI Executive’s Appeal Regarding “Fugitive Disentitlement Doctrine”On October 20, 2014, the U.S. Supreme Court denied a petitionforawritofcertiorarifiledbyHan Yong Kim, the former President of Control Components, Inc.’s (CCI)Koreanoffice,whowasseekingreviewofalowercourt decision that has prevented him from challenging the bribery allegations he faces in the United States without first surrendering toU.S. authorities.112 In 2011, the U.S. District Court for the Central District of California cited the “fugitive disentitlement doctrine” as a basis for denying Kim’s request to contest the bribery case from South Korea, and in April of this year, the U.S. Court of Appeals for the Ninth Circuit rejected Kim’s request for a Writ of Mandamus.113

Kim argued that application of the fugitive disentitlement doctrine to him was clearly erroneous, because he had at all times lived in the Republic of South Korea and had neverfledfromthejurisdictionofU.S.courts.Thus,in Kim’s view, he is not a fugitive and should not be prevented from invoking the U.S. court’s jurisdiction through counsel from South Korea. Although Kim’s certiorari petition pointed out that there is a split among circuitcourtsastowhether“constructiveflight”isabasis for courts to invoke the fugitive disentitlement doctrine, the U.S. Supreme Court denied the petition.114

Kim,alongwithfiveotherformerCCIexecutives,wasindicted in April 2009 for violation of the FCPA and the Travel Act. Kim is charged with causing approximately US$550,000 to be paid to employees andofficers ofstate-owned and private companies.115 Kim is the only formerexecutivewithchargespending;thefiveotherexecutives charged in the indictment have entered into plea agreements. Moreover, CCI pleaded guilty to violations of the FCPA and Travel Act in July 2009.116

Announcements Regarding New, Ongoing, and Closed Investigations

Bank of New York Mellon Receives Wells Notice from SECOn January 23, 2015, the Bank of New York Mellon Corporation (BNY Mellon) disclosed that “[i]n the third quarter of 2014, the SEC Staff issued Wells

notices to certain current and former employees of BNY Mellon, informing them that the SEC Staff has made a preliminary determination to recommend enforcement action against them for alleged violations of the [FCPA] in connection with the provision of a limited number of internships to relatives of sovereign wealth fund officials” and that “BNYMellon received a similarWells notice in the fourth quarter of 2014.”117 The bank was reportedly told in January 2011 of the SEC’s inquiry into its dealings with sovereign-wealth fund clients. AccordingtoBNYMellon,otherfinancialinstitutionswerenotifiedaroundthesametimeofsimilarinquiriesby the SEC.118

Nortek Discloses Investigation Into Questionable PaymentsOn January 7, 2015, Nortek, Inc., a manufacturer of products including heating, cooling and security control systems, disclosed that it had discovered “questionable hospitality, gift and payment practices, and other expenses at the Company’s subsidiary, Linear Electronics (Shenzhen) Co. Ltd. (“Linear China”), which are inconsistent with the Company’s policies and raise concerns under the [FCPA] and perhaps under other applicable anti-corruption laws.”119 The company has initiated an internal investigation with the assistance of outside counsel and has self-reported to the SEC and DOJ. The company currently believes that the amount of the questionable expenses and payments isnotmaterial to itsfinancialconditionor resultsofoperations.

SEC Declines to Take Enforcement Action Against DialogicIn its November 14, 2014 Form 10-Q, California-based Dialogic Inc. announced that the SEC had concluded its informal inquiry into potential FCPA violations at the company and did not intend to recommend any enforcement action. The SEC’s inquiry, which was first disclosed in 2011, stemmed from allegations ofpotential FCPA violations by Veraz Networks, Inc., a company that Dialogic acquired in 2010, prior to the acquisition.120 In 2010, Veraz had paid US$300,000 to settle SEC charges regarding improper payments to officialsinChinaandVietnam.121


Goodyear Reserves for Potential Resolution of FCPA InvestigationsOn October 29, 2014, Ohio-based Goodyear Tire & Rubber Co. announced that, after ongoing discussions with the DOJ and the SEC, the company was recording a charge of US$16 million in the third quarter of 2014 in connection Goodyear’s conduct in Kenya and Angola.122

According to Goodyear, in June 2011 an anonymous source reported that the company’s majority-owned joint venture in Kenya may have made “improper payments,” possibly in violation of the FCPA. The following month, in July 2011, an employee of Goodyear’s Angolan subsidiary reported that improper payments may also have been made in Angola. In response, Goodyear retained outside counsel and forensic accountants to investigate the allegations of improper payments in both Kenya and Angola and to examine the company’s overall compliance with the FCPA in those countries.123 Goodyear voluntarily disclosed the results of this initial investigation to the DOJ and the SEC.

The company noted in its October 2014 10-Q that the US$16 million reserve is an estimate of the potential loss “associated with these matters,” which “could vary, and the timing of any resolution and payment [had not] yet been determined.”124

Agilent Discloses Completion of DOJ and SEC ProbesAgilent Technologies, a California-based manufacturer of elect ronic and bio-analy t ical measurement instruments, disclosed in its September 29, 2014 8-K, that the DOJ and the SEC have closed their inquiries into the company’s sales practices in China without recommending any enforcement action.125 The company reported that it had received a letter from the SEC’s Division of Enforcement stating that its investigation had been completed and that the Division of Enforcement did not recommend any enforcement action against the company.126 Agilent also reported that on September 24, 2014, the company had received a letter from DOJ stating that it had closed its inquiry, citing Agilent’s voluntary disclosure and thorough investigation.127

In Agilent’s September 2013 10-Q, the company reported that it had initiated an internal investigation relating to sales made by company employees and

through third-party intermediaries in China which raised FCPA concerns.128 According to Agilent, a routine internal audit detected had detected the concerns. The DOJ and SEC each opened investigations into the company’s conduct after Agilent voluntarily advised both agencies of its internal investigation on September 5, 2013.129

DOJ and SEC Close Inquiries into Image Sensing SystemsOn September 8, 2014, St. Paul, Minnesota-based tech firm Image Sensing Systems (ISS) announced that the DOJ and SEC had closed their inquiries into the company’s compliance with the FCPA without recommending any enforcement action. As previously disclosed, ISS had launched an internal investigation in early 2013 upon learning that Polish authorities were probing its subsidiary, Image Sensing Systems Europe Limited SP.Z.O.O., in connection with potential criminal violations related to a project in Poland. ISS credited its voluntary disclosure, cooperation and enhancements to its compliance program as reasons for the decision not to pursue any enforcement actions.130

BHP Billiton Ltd. In Discussions to Resolve InvestigationsBHP Billiton Ltd.—an Australian company and one of the world’s largest producers of aluminum, copper, coal, iron ore, and other commodities— disclosed in its annual report that it is in discussions to resolve an investigation of potential FCPA violations related to BHP’s sponsorship of the 2008 Beijing Olympics and hospitality and gifts provided to Chinese dignitaries.131 After receiving a request for information from the SEC in August 2009, BHP launched an internal investigation and “disclosed to relevant authorities evidence that it ha[d] uncovered regarding possible violations of applicable anti-corruption laws involving interactions withgovernmentofficials.”132 The annual report further explains that the “issues relate primarily to matters in connection with previously terminated exploration and development efforts, as well as hospitality provided as part of the Company’s sponsorship of the 2008 Beijing Olympics.”133 The Australian Federal Police are commencing their own investigation into these issues.134


General Cable Corp. Announces Internal InvestigationOn September 3, 2014, the Kentucky-based cable manufacturer, General Cable Corp., announced that it has been investigating transactions involving its operations in Angola, Thailand, India, and Portugal in order to determine whether anti-corruption laws may have been violated.135

According to General Cable, between 2002 and 2013, payments by employees in its Portuguese and Angolan subsidiaries to officials of government-owned publicutilities in Angola have “raise[d] concerns under the FCPA and possibly under the laws of other jurisdictions.”136 General Cable’s investigation has focused on the use of agents in connection with these payments.

General Cable is also reviewing its use of and payments to agents in connection with its Thailand and India operations which, according to the company, could have implications under the FCPA.137 In response to this investigation, the company is “implementing a screening process relating to sales agents … use[d] outside of the United States, including, among other things, a review of the agreements under which they were retained and a risk-based assessment of such agents to determine the scope of due diligence measures to be performed by a third-party investigativefirm.”138

The company has voluntarily disclosed this information to the SEC and DOJ and continues to cooperate with both agencies.

Cubist Pharmaceuticals Confirms DOJ and SEC InvestigationsMassachusetts-based Cubist Pharmaceuticals Inc. has disclosed that it is continuing to cooperate with DOJ and SEC investigations into potential violations of the FCPA by its subsidiary Optimer Pharmaceuticals Inc. (Optimer). The DOJ and SEC investigations revolve around a 2011 attempted share grant by Optimer, and a potentially improper payment to a research laboratory associated with that grant, though the company did not disclose any detail about the conduct or countries the investigations involved.139 Cubist acquired Optimer, a global biopharmaceutical company, on October 24, 2013.140

SEC Whistleblower Program Update

The SEC’s Whistleblower Program, created by the 2010 Dodd-Frank Act, has three principal objectives: (1) to provide monetary awards to whistleblowers; (2) to protect whistleblowers from retaliation; and (3) to protectwhistleblowerconfidentiality.141 Awards are made to whistleblowers “who voluntarily provided original information to the Commission that led to the successful enforcement of the covered judicial or administrative action, or related action.”142 To date, the Program has received 10,193 tips from whistleblowers, including 83 tips from persons living outside the United States.143 423 tips related to potential FCPA violations.144 Since its inception, 14 whistleblowers have received monetary awards from the program, including four persons living outside the U.S.145 No awards have been made in the FCPA context, however.

In 2014, the SEC awarded nine whistleblowers over US$31 million, including one award over US$30 million and another award to an individual working in an audit or compliance function.146 The US$30 million award was made to a foreign whistleblower and is the largest in the Program’s history.147 The award to the whistleblower working in an audit or compliance function was made only after the whistleblower reported the violation internally and waited 120 days before reporting the violation to the SEC.148 The SEC reports that in 2014, it received 3,620 tips, 159 of which related to the FCPA.149


In2014, for thefirst time, theSECexercised its anti-retaliation authority and charged Paradigm Capital Management, Inc., a hedge fund advisoryfirm,withretaliating against a whistleblower. Paradigm paid US$2.2 million to settle the charges.150

DOJ Recovers Proceeds of Corruption under Its Kleptocracy Initiative

TheDOJhascontinueditscommitmenttotheglobalfightagainst corruption through its Kleptocracy Asset Recovery Initiative. In the consecutive months of August, September, October, and November, the DOJ announced the execution of civil forfeiture judgments and complaints against three formerandonecurrentforeignofficial,totalingoverUS$30million.

Described by the DOJ as the largest forfeiture ever obtained through a Kleptocracy Action, on August 7, 2014, the DOJ announced the forfeiture of over US$480 million in hidden corruption proceeds by former Nigerian dictator, Sani Abacha, and his co-conspirators.151 This forfeiture judgmentwastheresultofacomplaintthattheDOJfiledinNovember 2013, seeking to seize more than US$625 million in assets.152Asallegedinthecomplaint,andaffirmedbyJudge John D. Bates of the U.S. District Court for the District of Columbia, Abacha—along with his son, Mohammad Sani Abacha, their associate, Abubakar Atiku Bagudu, and others—embezzled public funds from the Central Bank of Nigeria on the false pretense that the funds were necessary for national security; the funds were then moved overseas throughU.S.financialinstitutionsanddepositedindifferentbanks around the world.153 Abacha and others also caused the Nigerian government to purchase bonds backed by the UnitedStatesatinflatedprices,resultinginawindfallofover US$282 million.154

On September 3, 2014, the DOJ announced the seizure of an additional US$500,000 worth of assets stemming from corruption proceeds obtained by former president of South Korea, Chun Doo Hwan.155 According to the DOJ, whileinofficeChunaccumulatedoverUS$200millioninbribes, which he and his relatives “systematically laundered” through a “complex web of transactions in the United States and Korea.”156 The DOJ seized US$726,000 in April 2014 based on proceeds of a residence purchased by Chun’s son, Chun Jae-Yong, located in Newport Beach, California. This additional US$500,000 seizure came on the heels of a federal

district court in Pennsylvania unsealing DOJ’s seizure warrantapplicationfiledonAugust22,2014basedonaUS$500,000 Pennsylvania limited partnership established by Chun’s daughter-in-law, Park Sang-Ah.157 The total amount of seized proceeds traceable to Chun now exceeds US$1.2 million.158

On October 10, 2014, DOJ announced the settlement of itscivil forfeiturecasefiled inOctober2011against theSecond Vice President of Equatorial Guinea, Teodoro (Teddy) Nguema Obiang Mangue.159 According to the DOJ,ObiangreceivedanofficialgovernmentsalaryoflessthanUS$100,000,butusedhispositionandinfluenceasagovernment minister to accumulate over US$300 million worth of assets in violation of both Equatoguinean and U.S. law.160 Obiang then used intermediaries to acquire several assets in the United States, including a US$30 million mansion in Malibu, California; a Ferrari; and approximately US$1 million of Michael Jackson memorabilia.161 Under the settlement agreement, Obiang must sell these items and givemostoftheproceedstoacharityforthebenefitofthepeople of Equatorial Guinea.162 Obiang must also disclose and remove other assets he owns in the United States, and if certain other assets not in the United States are ever brought into the United States, such assets will be subject to seizure and forfeiture as well.163

OnNovember7,2014, theDOJannounced thefilingofa civil forfeiture complaint in July against Chad’s former Ambassador to the United States and Canada, Mahamoud Adam Bechir.164 According to the DOJ, in 2009 Bechir usedhisposition“toinfluencetheawardofoildevelopmentrights in Chad in exchange for US$2 million and other valuable interests from Griffiths Energy International Inc., a Canadian company” under the guise of various consulting agreements.165 The DOJ further alleged that once the company secured its oil rights in Chad, US$2 million was subsequently transferred to an account located in Washington, D.C. held by a shell company created by Bechir’s wife, Nouracham Niam.166 These payments were then commingled with other funds, US$1,474,517 of which were subsequently transferred to Bechir’s bank account in South Africa, where he is currently serving as Chad’s Ambassador.167 On September 9, 2014, the DOJ’s seizure warrant was executed with respect to US$106,488.31, the current balance of Bechir’s account in South Africa.168 Griffiths Energy pleaded guilty to bribing Bechir in Canadian court in 2013.169


FCPA-Related Civil Litigation

Wal-Mart Ordered to Produce Internal Investigation DocumentsTwo shareholder suits against Wal-Mart continue to move forward. Both suits stem from allegations that in the early 2000s Wal-Mart’s Mexican subsidiary bribed Mexican officialsandthatonceWal-Martexecutivesbecameawareof the matter, they failed to conduct a proper investigation.

Inthefirstcase,whichispendingintheWesternDistrictofArkansas, shareholders brought a “securities fraud putative class action on behalf of all persons who purchased or otherwise owned common stock of [Wal-Mart] between December 8, 2011 and April 20, 2012. … ”170 The plaintiffs allege violations of Section 10(b) and 20(a) of the 1934 Securities Act and Rule 10b-5.171 According to the plaintiffs, inDecember2011,Wal-Martfileda10-QwiththeSECthatdeceptively “omitt[ed] the fact that Wal-Mart learned of suspected corruption in 2005 and conduct[ed] an internal investigation in 2006 . …”172

Wal-MartfiledamotiontodismissthecomplaintinMarch,2013. United States District Judge Susan O. Hickey referred the motion to Magistrate Judge Erin L. Setser, who issued a Report and Recommendation recommending denial.173 On September 26, 2014, Judge Hickey adopted the Report and Recommendation, agreeing that Wal-Mart’s submission to the SEC “could have left a reasonable investor with the impressionthat[Wal-Mart]firstlearnedofthesuspectedcorruptionduringfiscalyear2012—an impression thatwould be untrue.”174 The court also found that the plaintiffs sufficientlyallegedtherequisitescienterfortheclaims.175 As result, the parties are now moving forward with discovery.

In the second case, shareholders brought a suit against Wal-Mart in Delaware Chancery Court to inspect the company’s books and records under Section 220 of the Delaware General Corporation Law so that they can “investigate mismanagement and possible breaches of fiduciarydutyby thedirectorsandofficers .…”176 On October15,2013,theCourtofChanceryenteredafinalorder requiringWal-Mart “toproduce (1)officer (andlower)-level documents regardless of whether they were ever provided to Wal-Mart’s Board of Directors or any committee thereof; (2) documents spanning a seven-year period [2005-2012] and extending well after the timeframe at issue; (3) documents from disaster recovery tapes;

and (4) any additional responsive documents ‘known to exist’bytheundefined‘OfficeoftheGeneralCounsel.’”Moreover, the order “requires the production of …contents of Responsive Documents that are protected by the attorney-client privilege … and the contents that are protected by the attorney work-product doctrine …”177 Wal-Mart’s production is supposed to cover “1) any aspect of the … Investigation; 2) [Wal-Mart’s] FCPA general compliance policies and procedures; and 3) [Wal-Mart’s] internal investigation policies, procedures, and/or protocols.”178

Wal-Mart appealed to the Supreme Court of Delaware, which, on July 25, 2014 upheld the Court of Chancery’s decision.TheSupremeCourtfoundthatthe“officer-leveldocuments are necessary and essential to determining whether and to what extent mismanagement occurred and what information was transmitted to Wal-Mart’s directors andofficers.”179 In requiring the production of documents protected by the attorney-client privilege, the Court explicitly adopted the Garnerdoctrineforthefirsttime.180 This doctrine states that “where the corporation is in suit against its stockholders on charges of acting inimically to stockholder interests,” the shareholders may have access to otherwise protected material for good cause, such as provingabreachofafiduciaryduty.181

Prior to Wal-Mart’s October 29, 2014 production deadline, Wal-Martfiled amotionwith theCourt ofChanceryseeking clarificationof its original order.OnOctober23, 2014, the court issued an order stating that Wal-Mart did not have to produce documents created as part of its 2011-2012 investigation into the original allegations of bribery and Wal-Mart’s response. However, Wal-Mart had to include all documents from its 2011-2012 investigation in a privilege log for possible use in future litigation. On December11,2014,theplaintiffsfiledamotionseekingsanctionsagainstWal-Martforits“materiallydeficient”production in the Delaware action. The plaintiffs asked for US$1 million and an additional US$10,000 per day until Wal-Mart fully complies with the court order.182

In itsmost recentForm10-Q,filedwith theSEConDecember 12, 2014, Wal-Mart mentioned both lawsuits, but stated that “Management does not believe any possible loss or the range of any possible loss may be incurred in connection with these proceedings will be material to the Company’sfinancialconditionorresultsofoperation.”183


Business Groups Support Protection Against Defamation Suits Based On Communications With DOJOn October 31, 2014, three major business groups—the U.S. Chamber of Commerce, the National Association of Manufacturers, and the American Petroleum Institute—filedanamicusbrief in theSupremeCourtofTexas insupport of Shell Oil Co. and Shell International Exploration and Production, Inc. (collectively, Shell).184 The brief comes in response to a decision by the Texas First Court of Appeals, which refused to extend an absolute privilege to Shell for communication between the company and the Justice Department and, accordingly, allowed a defamation suit against Shell by a former employee to proceed.185

In the amicus brief, the business groups contend that the “court of appeals decision undermines corporate cooperation with federal government investigators and does little to discourage companies from making false statements to the government.”186 Moreover, the brief discusses how, by discouraging corporate self-disclosure, the appellate court ruling undercuts Congress’ policy goals in passing the FCPA.187

The business groups highlight the tension created, on the one hand, by a rule that exposes corporations to defamation liability for communications with federal agencies and, on the other, by the U.S. Sentencing Guidelines that reduce the offense level for companies that report offenses to governmental authorities when that information is “sufficient for law enforcement to identify … the individual(s) responsible for the criminal conduct.”188 There is also a concern, according to the business groups, that this decisionwillmakeTexasamagnetfor“fishingexpeditions”launched by employees seeking to uncover reports from the many companies that have a presence in Texas.189

By way of background, in November 2010, as part of a settlement with the SEC and the DOJ, a number of companies, including Shell Oil. Co. and two of its subsidiaries, paid millionsofdollarsinbothfinesandcriminalpenalties.190 According to an SEC Press Release, Royal Dutch Shell plc, Shell Oil Co., and its indirect subsidiary, Shell International Exploration and Production, Inc. “violated the FCPA by using a customs broker to make payments from 2002 to 2005toofficialsat[NigerianCustomsService]toobtainpreferential customs treatment related to a project in Nigeria.”191 Before the settlement was reached, the company

had provided federal authorities with information from its investigation, including a memorandum describing Robert Writt as a “major participant” in the bribery scheme.192 The memo further stated that Writt recommended the company reimburse contractor payments that Writt knew to be bribes and that Writt failed to report illegal conduct.193

Writtwenton tofileadefamationsuitagainstShell forbeing named in the memorandum, and though the trial court granted summary judgment in favor of Shell—based on Shell’s “absolute privilege” or “immunity” to make defamatory statements to the DOJ—the Texas FirstCourtofAppeals reversed the trialcourt’sfindingof absolute privilege.194Specifically, theappellatecourtfound that, given the public interest in cooperation with the DOJ, the communication made by Shell was protected by a “conditional privilege”; however, the court found that the evidence presented to the trial court did not suffice toestablishShell’s“absoluteprivilege” in thesecircumstances.195 The court explained that “neither Shell nor Writt was a party to an ongoing or proposed judicial or quasi-judicial proceeding at the time that Shell made the complained-of statements.”196

The Texas Supreme Court heard oral argument on November 6, 2014.197

Cobalt International Energy, Inc. Faces Class Action Lawsuit After Disclosing “Wells Notice” from SECOn November 30, 2014, Houston-based oil exploration and production company Cobalt International Energy, Inc. (Cobalt) and certain of its senior executives were hit with a shareholder class action lawsuit based on alleged misstatements to investors regarding the nature of the company’s operations in the Republic of Angola. This shareholder suit—which alleges, among other things, that Cobalt concealed that it obtained access to Angolan oil wells through bribery and improper partnerships with shell companies partially owned by high-level Angolan officials—followsCobalt’sAugust 5, 2014announcement that the SEC’s Division of Enforcement had issued a “Wells Notice” stating that the Division was considering recommending an enforcement action for possible violations of federal securities laws. In 2011, the SEC issued a formal order of investigation regarding Cobalt’s Angola operations.198


On January 28, 2015, however, Cobalt announced that it received a letter from the SEC advising that the Commission had concluded its investigation relating to Cobalt’s operations in Angola and no longer intended to recommend an enforcement action.199

Court Approves Settlement of Alcoa Shareholder SuitOn January 20, 2015, U.S. District Judge Donetta W. Ambrose of the Western District of Pennsylvania approved a settlement between the board of Alcoa Inc. and the company’s shareholders.200 The shareholders’ suit alleged thatAlcoa’s officers allowedAlcoa toengage in a scheme whereby Alcoa overcharged the government of Bahrain by approximately US$2 billion for the purchase of alumina over fifteen years.201 According to the complaint, Alcoa bribed Bahraini off icials and employees of the alumina smelter controlled by the government of Bahrain in exchange for the smelter paying excessive prices for alumina.202 ThesuitfurtherallegedthatAlcoa’sofficersbreachedtheirfiduciarydutiesandwastedcorporateassetsbyallowing the bribery scheme to occur.203

Under the terms of the settlement, Alcoa must institute certain compliance reforms, such as the creation of a high-levelchiefethicsandcomplianceofficerpositionand the development of an anti-corruption policy.204

Alcoa will also pay US$3.75 million in attorneys’ fees, costs, and expenses.205 The settlement follows Alcoa’s guilty plea in January 2014 to one count of violation of the anti-bribery provisions of the FCPA.206 As part of itsguiltyplea,AlcoapaidacriminalfineofUS$209million and a forfeiture of US$14 million.207


GLOBAL ANTI-CORRUPTION UPDATE


SFO Secures Foreign Bribery Convictions

InlateDecember2014,theSFOwonitsfirstcorporateforeign-bribery conviction.208 Smith & Ouzman Ltd., a global printing company based in Eastbourne,209 was convicted in the Southwark Crown Court of making corruptpayments totaling£395,074 to foreignofficialsin order to secure business contracts in Kenya and Mauritania in violation of Section 1(1) of the Prevention of Corruption Act 1906 (the Bribery Act’s predecessor).210 Christopher John Smith, chairman of Smith and Ouzman, and Nicholas Charles Smith, the company’s sales and marketing director, were convicted of agreeing to make corrupt payments.211 Two other Smith and Ouzman employees, Timothy Hamilton Forrester and Abdirahman Mohamed Omar, were acquitted of similar charges.212 On February 12, 2015, Christopher Smith was sentenced to 18 months’ imprisonment suspended for two years, and Nicholas Smith was sentenced to three years’ imprisonment.213

The convictions came at the end of a three-year investigation by the SFO. Speaking after the convictions, SFO director David Green QC remarked: “This is the SFO’s first conviction, after trial, of a corporate for offences involvingbribery of foreignpublic officials.

Such criminality, whether involving companies large or small severely damages the UK’s commercial reputation and feeds corrupt governance in the developing world.”214

SFO Wins Convictions At First Bribery Act TrialOn December 5, 2014, three individuals—James Brunel Whale, formerDirector,ChiefExecutiveOfficer andChairman of Sustainable Growth Group (SGG); Gary Lloyd West, former Director and Chief Commercial OfficerofSGGsubsidiarySustainableAgroEnergyplc(SAE); and Stuart John Stone, Director of SJ Stone Ltd, a sales agent of unregulated pension and investment products—were convicted of offenses relating to misleading investors into believing SAE owned land in Cambodia planted with Jatropha trees that could be used for biofuel.215 The offenses took place between April 2011 and February 2012 and concerned what prosecutors said was a £23 million Ponzi scheme, used by the defendants to fund lavish lifestyles at investors’ expense. West and Stone were convicted of multiple charges, including two counts each of requesting or accepting bribes in violation of the Bribery Act—the first convictions secured under the Act by the SFO since it came into force in July 2011. In addition, West was convicted of conspiracy to commit fraud, conspiracy to furnish false information, and fraudulent trading; Stone was convicted

GLOBAL ANTI-CORRUPTION UPDATE


of conspiracy to furnish false information; and Whale was convicted of conspiracy to commit fraud and fraudulent trading. A fourth defendant, Fung Fong Wong, SAE’s former controller, was acquitted of the charges brought against him.

On December 8, 2014, Whale, West and Stone were sentenced by the Southwark Crown Court to 9, 13, and 6 years in prison, respectively.216 All three were subject to disqualification fromservingascompanydirectors forbetween 10 and 15 years.

Innospec Employees SentencedOn March 18, 2010, Innospec Ltd., a manufacturer and distributer of fuel additives and other chemicals, pleaded guilty in Southwark Crown Court to a charge of conspiracy to bribe employees of an Indonesian state owned refinery and other Indonesian officials.217 The companywasfined£7.5m.218

On June 18, 2014, Innospec employees Miltiades Papachristos and Dennis Kerrison, were convicted of conspiracy to corrupt.219 Both were alleged to have conspired between 2002 and 2008 “to give or agree to give corrupt payments contrary to section 1 of the Prevention ofCorruptionAct1906topublicofficialsandotheragentsof the Government of Indonesia as inducements to secure or as rewards for having secured contracts from the Government of Indonesia for the supply of its products, including Tetraethyl Lead to the said Government of Indonesia by Innospec Ltd.”220 Two other defendants in the Innospec case, Paul Jennings and David Turner, pleaded guilty to related charges of conspiracy to commit corruption for bribing Iraqi and Indonesian government officialsin2012toincreasesalesofafueladditive.221

On August 4, 2014, during the Southwark Crown Court sentencing of Papachristos and Kerrison, His Honour Judge Goymer remarked that “[c]orruption in this company was endemic, institutionalised and ingrained … and made by human minds.”222 Kerrison and Papachristos were initially sentenced initially to four years and 18 months respectively, though Kerrison’s sentence was reduced to three years on appeal.223

SFO Investigates Sweett GroupOn July 14, 2014, the SFO announced that it had opened an investigation into the Sweett Group’s activities in

the UAE and elsewhere.224 Sweett Group is a global provider of professional services for the construction and management of building and infrastructure projects.225

Allegationsagainst thecompanyfirstsurfaced in2012in the Wall Street Journal, which reported that a former Dubai-based employee of the company had requested thatanarchitecturefirmbribeanEmiratiofficialinorderto secure a hospital construction contract in Morocco worth US$100 million.226 The project was funded by the Khalifa Bin Zayed Al Nahyan Foundation, a foundation established by the UAE president, Khalifa Bin Zayed Al Nahyan.227 In 2014 the Sweett Group commissioned an international lawfirm to conduct an independentinvestigation into the allegations.228 In a statement to its shareholders in July this year, the Sweett Group stated that:

Evidence came to light that suggests that material instances of deception may have been perpetrated by a former employee or employees during the period 2009 - 2011. One of the former employees refused to answer questions asked of him by the independent investigators.229

On November 6, 2014, Sweett Group announced that its independent investigation was nearing completion. The Sweett Group’s announcement states that “[i]n mid-August 2014, Sweett Group took the decision on legal advice to continue its independent investigation. Consequent to that decision, the SFO no longer considered Sweett Group to be cooperating. The Company will continue to comply with all reasonable requests made by the SFO, subject to legal professional privilege.”230

Alba CEO Bruce Hall Sentenced Bruce Hall, the CEO of Aluminium Bahrain B.S.C. (Alba) from 2001 to 2005,231 was charged in February 2012 by the SFO with conspiracy to corrupt,232 corruption233 and acquiring and transferring criminal property in connection with contracts for the supply of goods and services to Alba.234 Hall pleaded guilty to one charge of conspiracy to corrupt on June 27, 2012.235

On July 22, 2014, Hall was sentenced in Southwark Crown Court to 16 months in prison and to pay £3,070,106.03. During Hall’s sentencing, the court heard how he had received £2.9 million in payments between 2002 and 2005, including corrupt payments from the Bahraini royal family andBahrain’sministeroffinanceatthetime.Inaddition,


Hall was ordered to pay £500,010 in compensation to Alba and a £100,000 contribution to prosecution costs. According to the SFO, Hall’s received a reduced sentence as a result of cooperation with authorities and early guilty plea.236

More Arrests Expected for Rolls-Royce OnDecember23,2013, theSFOconfirmed that ithadopened a criminal investigation into allegations of bribery and corruption at Rolls-Royce, the world’s second biggest manufacturer of aircraft engines.237 The SFO investigation is focusing on Rolls-Royce’s “intermediaries” who handle sales, distribution, repair and maintenance for the company in countries outside the United Kingdom, particularly in China and Indonesia.238

In February 2014, Bhanu Choudhrie, executive director of C&C Alpha Group Ltd., and his father, Sudhir Choudhrie, were arrested in connection with the investigation.239 Bail for the pair was reportedly lifted in July of this year, suggesting they are no longer subjects of investigation.240

In September 2014, during an interview at the Cambridge International Symposium on Economic Crime, SFO director David Green QC said that “there will be more arrests” in relation to the Rolls-Royce investigation. This commentwaslaterconfirmedbyanSFOspokeswoman;however, no one has yet been charged.241

SFO Director Speaks at Pinsent Masons Regulatory ConferenceOn October 23, 2014, SFO Director David Green QC spoke at the Pinsent Masons Regulatory Conference. His remarks included a discussion of recent achievements of the SFO, including the sentencing of Bruce Hall. Green also defended the SFO’s use of the “Roskill model,” whereby the SFO is empowered both to investigate and prosecute offences.242 In his view:

[The SFO is] working on the cases for which the SFO’s unique Roskill model was designed: all are top end fraud or bribery investigations. These include: … Rolls-Royce, … Alstom, … Sweett Group,andsignificantmoneylaunderingactivitythrough London … It embraces the conduct of both corporates and individuals. It undoubtedly constitutes a critical mass for the SFO as a specialistcrimefightingorganisation.Itrepresentsthe most demanding caseload the SFO has ever

shouldered and we do so with ambition, focus and determination. … [T]he SFO has recovered its mojo.243

Green also outlined why he believes the SFO should not be absorbed into the National Crime Agency. He argued that there is no evidence that abandoning the Roskill model would lead to any better results; that any such merger “wouldcreatereallysignificantupheavalanduncertaintydirectly affecting current operational activity”; that there is the need for visible and demonstrable independence; and that the agency charged with the investigation of such matters must contain both prosecutors and investigators working together in specialist teams, should be adequately funded for the activity, and should have bribery and corruption as its top priority.244

Also, in October 2014, the SFO requested that its budget be increased from £35.2m to £61.7m in order to proceed with anumberofexpensivehigh-profileinvestigations.245 This request comes after the agency received a £19m increase in funds over its 2013 budget for its 2014 budget.246

UK declines to adopt U.S.-style whistleblower rewardsIn July 2014, UK regulators stated they would not be adopting the U.S. approach of providing incentives for whistleblowers.247 UK regulators have asserted that there is no empirical evidence of incentives leading to higher-quality or a greater volume of whistleblower reporting.248 In addition, according to the Financial Conduct Authority (FCA) and the Bank of England Prudential Regulation Authority (PRA), “[i]ncentives offered by regulators could underminetheintroductionandmaintenancebyfirmsofeffective internal whistleblowing mechanisms, which both the regulators and the PCBS want to see.”249

The FCA and the PRA will start publishing annual reports on the whistleblowing disclosures they receive and how they handle them. The regulators believe that this will providegreatertransparencyandincreaseconfidenceinthe regulatory system.250

SFO settles the Tchenguiz brothers’ lawsuitIn July 2014 the SFO announced that it had settled the civil damages claims brought against it by both Vincent and Robert Tchenguiz.251


Vincent Tchenguiz’s claims related to searches conducted at his home and his business following his arrest in March 2011.252 The High Court, which in 2012 had quashed the warrants authorizing the searches, was critical of the SFO’s conduct,253 which was part of an investigation into the collapse of the Icelandic Bank Kaupthing.254 Vincent Tchenguiz’s civil claim sought damages of £200 millionforallegedmisfeasanceinpublicoffice,maliciousprosecution, trespass and false imprisonment.255 Vincent’s brother Robert Tchenguiz brought similar claims against the agency arising from his arrest and the searches of his home and business during the same period in 2011.

As part of the 2014 settlement, the SFO agreed to pay Vincent Tchenguiz £3 million plus reasonable costs and to pay to Robert Tchenguiz £1.5 million plus reasonable costs.256 SFO Director David Green QC stated that “[t]he SFO deeply regrets the errors for which we were criticised by the High Court in July 2012.”257 Green also offered an apology to the Tchenguiz brothers.258

Former SNC Lavalin Executive Pleads Guilty To Swiss Charges, Is Extradited To Canada To Face Additional Charges

In late September 2014, Riadh Ben Aissa, a former senior executive of SNC-Lavalin Group Inc., pleaded guilty in Swiss federal criminal court to orchestrating the payment of more than US$160 million in bribes to Saadi

Gadhafi, thesonof the lateLibyan leaderMoammadGadhafi, in exchange for engineering contracts in Libya.259 As part of the deal with Swiss authorities, Ben Aissa forfeited US$41 million that he had obtained in kickbacks fromGadhafi andwas sentenced to threeyears in prison with time-served.260 In mid-December, the Swiss court ordered that US$13.3 million of the US$41 million be paid back to the company, which the Swiss court deemed an “injured party.”261 The company also announced that it reserved the right tofile civilsuits against Ben Aissa to recover any additional funds allegedly stolen or embezzled by him.262

On October 15, 2014, Switzerland extradited Ben Aissa to Canada to face 16 fraud-related charges in connection with a contract worth an estimated C$1.3 billion (approximately US$1.25 billion) the company had won in 2010 to build the McGill University Health Centre in Montreal.263 The Royal Canadian Mounted Police (RCMP) alleged that Ben Aissa had “orchestrated the transfer” from SNC-Lavalin to a Bahamian company of C$22.5 million, which Canadian investigators say was thenusedtobribepublicofficialstoawardSNC-Lavalinthe Health Centre contract.264 As we have previously reported,265 Pierre Duhaime, the former CEO of SNC-Lavalin, was arrested in late 2012 and charged by Canadian authorities with fraud, conspiracy to commit fraud, and use of forged documents in connection with the Health Centre project.

The former head of the Health Centre and former head of the Canadian Security Intelligence Review Committee, Arthur Porter, is currently fighting extradition to Canada from Panama after having been arrested and imprisoned by Panamanian authorities in May 2013 at Canada’s request for accepting a C$11.25 million bribe to award the project to SNC-Lavalin.266 Porter’s wife, arrested at the same time by Panamanian authorities in connection with the fraud, surrendered to Canadian authorities in Montreal on September 3, 2014.267

In January 2014, two other former SNC-Lavalin executives were charged by Quebec’s anti-corruption unit and the RCMP in connection with the project.268 In September 2014, additional charges were brought against the two executives.269 Stephane Roy, the company’s former comptroller, faces eleven new fraud and corruption-related charges in addition to charges


from January 2014 relating to the bribery scheme in Libya, for his involvement in the corruption leading to the contract for the Health Centre project.270 Sami Abdellah Bebawi, the head of SNC-Lavalin’s international construction division from 1998 until 2006 and Ben Aissa’s predecessor at the company, was charged with obstruction of justice for attempting to get Ben Aissa to change statements he had made while inSwisscustody,inexchangeforanunspecifiedsumof money. Bebawi was already facing RCMP charges relating to the bribery scheme in Libya when he was charged with obstruction of justice.271 According to an RCMPaffidavit,filedinconnectionwithacourtorderfreezing many of Bebawi’s assets, between 2001 and 2011, SNC-Lavalin funneled C$118 million to Duvel Securities, a British Virgin Islands company controlled by Ben Aissa, to assist it in securing contracts in Libya. The RCMP alleged that, in reality, Duvel was a shellcompanycreatedtopaybribestoSaadiGadhafi,while allowing Bebawi and Ben Aissa to skim money for themselves.272

As we have previously reported,273 multiple other SNC-Lavalin executives have been charged with corruption in connection with projects in Bangladesh and Cambodia since 2012. As a result, in 2013 the World Bank Group debarred SNC-Lavalin, as well as over 100 of its affiliates, for a period of 10 years.274 In June 2013, for example, Algerian police raided the company’sofficeinAlgiersamidaninvestigationintothe company’s alleged use of bribes and kickbacks to Algerianofficialstosecureinfrastructureprojects.275 Additionally, a shareholder class-action suit brought in Toronto in December 2014 alleged that Ben Aissa had deposited about US$900,000 into a Swiss bank account of Slim Chiboub, the son-in-law of Tunisia’s current leader, Zine El Abidine Ben Ali, in exchange for contracts in Tunisia.276 According to Ben Aissa in the Swiss plea agreement, Chiboub introduced him to theGadhafi family, telling BenAissa that onlythrough the family would SNC-Lavalin get contracts in the country.277

The company remains under investigation by the RCMP and could face prosecution under Canada’s Corruption ofForeignPublicOfficialsAct.Ithasalsobeensuedin Canadian court in a C$1 billion class-action lawsuit by shareholders.278

Brazilian Authorities File Bribery Charges

Charges Filed in Widening Petrobras InvestigationMajority state-owned Brazilian energy company, Petróleo Brasileiro S.A. (Petrobras), faces U.S. and Brazilian criminal and civil investigations into an alleged bribery, corruption and money laundering scheme. Petrobras disclosedinaDecember15,2014filingwiththeSECthatonNovember11,2014“criminalchargeswerefiledbytheBrazilianPublicProsecutor’sOfficeagainst severalindividuals, including the Former Director of Downstream, Paulo Roberto Costa, and managers of other companies for active corruption, passive corruption, organized crime, money-laundering and falsification of documents.”279 Brazilian prosecutors have indicted 39 people, including executives from some of Brazil’s largest construction companies, for allegedly forming a cartel to increase the costs of large Petrobras infrastructure projects and funneling kickbacks to Brazilian politicians.280 Those accused could face more than 20 years in prison if convicted.281

According to Brazilian prosecutors, the persons under investigation moved more than $3.9 billion in “atypical” transactions,andformerPetrobrasofficerCostahastoldBrazilianofficialsthatpoliticiansreceivedathreepercentcommission on contracts signed from 2004 to 2012, while CostawasanofficerofPetrobras.282 According to the BBC, politicians from various political parties are implicated in the scheme.283 Brazilian President Dilma Rousseff, who served as chair of the Petrobras board of directors from 2003 until 2010, has denied any knowledge of the alleged corruption scheme.284


On November 21, 2014, Petrobras received a subpoena from the SEC “requesting certain documents relating to the SEC’s investigation of the Company” but did not provide any details on the substance of the subpoena.285 According to Reuters, Petrobras also is under investigation by the DOJ.286

Additionally, Petrobras is facing U.S. civil litigation related to the alleged bribery and corruption scheme, including various class-action complaints in the U.S. DistrictCourtfortheSouthernDistrictofNewYorkfiledon behalf of purchasers of Petrobras stock on the NYSE “who were allegedly harmed by the share price drop in connection with the recent accusations of corruption.”287 Plaintiffs allege that Petrobras “made false and misleading statements by misrepresenting facts and failing to disclose a culture of corruption at the company that consisted of a multi-billion dollar money-laundering and bribery scheme embedded in the company since 2006.”288 Similarly, the city of Providence, Rhode Island, has sued Petrobras for allegedly making false statements to investors in connection with the offer and sale of its corporate bonds.289

Authorities File Criminal Complaint Against Embraer EmployeesInAugust2014,Brazilianauthoritiesreportedlyfiledacriminal complaint against eight employees of Embraer S.A. (Embraer), a Brazil-based aircraft manufacturer, for their alleged roles in agreeing to pay a US$3.5 million bribetoDominicanRepublicofficialsinordertosecurea US$92 million contract for military planes. According to the Wall Street Journal, the U.S. DOJ and SEC assisted Brazilian prosecutors with bringing corruption and money-laundering charges against these eight employees, who are Brazilian citizens. U.S. authorities have been investigating Embraer’s dealings in the Dominican Republic, as well as other countries, for more than four years.290

Former Deutsche Securities Inc Salesman Receives Suspended Sentence in Japanese Bribe Case

On July 16, 2014, Shigeru Echigo, a former Deutsche Securities Inc. salesman who pleaded guilty in Tokyo DistrictCourttobribingaJapanesepensionfundofficial,received a 10-month suspended prison sentence. Echigo had appealed the sentence but ultimately withdrew the appeal.291

As we reported in our Winter 2014 newsletter,292 a regularly scheduled audit of Deutsche Securities Inc. revealed large expenses incurred by bank employees for the entertainment of three Japanese pension fund executives, considered government officials under Japanese law, from 2010 to 2012. Yutaka Tsurisawa, a formerofficialatMitsui&Co’spensionfund,aclientof Deutsche Securities Inc., was convicted in the same courtonMarch14,2014foracceptingimproperbenefitsfrom Echigo.293

Italy Investigates Oil Company Eni SpAIn September 2014, Italian oil company Eni SpA (Eni) confirmedthatMilan’sprosecutor’sofficeisinvestigatingbribery allegations related to the company’s acquisition of the Nigerian oil block OPL 245 in 2011. According to Reuters, which reportedly reviewed two letters fromItalianprosecutorstoofficialsintheUK’sCrownProsecution Service, the Italian authorities believe that Eni paid half of the US$1.1 billion in bribes to Nigerian governmentofficialsortointermediarieswithclosetiestothoseofficials.294

In a September 11, 2014 press release, Eni denied any illegal conduct and disclosed that the company is cooperatingwith theMilanprosecutor’s office.295 Eni also revealed that its CEO, Claudio Descanzi, who was the head of Eni’s Exportation and Production Division in 2011, is also under investigation. Descanzi was appointed CEO in May 2014 following former CEO Pablo Scaroni’s


removal amid an investigation for alleged corruption in Algeria.EnisaiditsOperationsandTechnologyOfficerRoberto Casula is also being investigated. The company statedthatitis“confidentthatthecorrectnessofitsactionswill emerge during the court of the investigation.”296

In July 2013, British authorities began investigating Eni for possible money-laundering in connection with the purchase of OPL 245.297 Since opening their investigation earlier this year, Italian authorities have asked the UK’s Crown Prosecution Service to freeze US$85 million in assets related to a Nigerian company, Malabu Oil & Gas, which the Italian prosecutors believe to be involved in the sale of OPL to Eni.298

As reported in our Summer 2014 newsletter, Eni is also currently under investigation by the DOJ, SEC, and the Judicial Authority in Algeria. These investigations focus on allegations that Eni’s subsidiary, Saipem, paid bribes to Algerianpublicofficials,includingthenAlgerianEnergyMinister, Chakib Khelil, for purposes of securing a series of contracts worth US$11 billion.

OECD Releases Foreign Bribery Report

On December 2, 2014, the Organisation for Economic Co-operation and Development (OECD) released its Foreign Bribery Report,299 which surveyed all publicly reported foreign bribery enforcement actions completed since the entry into force of the OECD Convention onCombatingBribery ofForeignPublicOfficials inInternational Business Transactions. The Report reviewed data from law enforcement authorities in the 17 countries that had successfully concluded a foreign bribery case in their jurisdiction, analyzing enforcement actions against 263 individuals and 164 entities from February 15, 1999 through June 1, 2014. Among the highlights:

� “Two-thirds of the foreign bribery cases occurred in four sectors: extractive (19%); construction (15%); transportation and storage (15%); and information and communication (10%)”;300

� “In 41% of cases management-level employees paid or authorised the bribe, whereas the company CEO was involved in 12% of cases”;301

� “Intermediaries were involved in 3 out of 4 foreign bribery cases. These intermediaries were agents, such as local sales and marketing agents, distributors and brokers, in 41% of cases. Another 35% of

intermediaries were corporate vehicles, such as subsidiary companies, local consulting firms, companieslocatedinoffshorefinancialcentersortaxhavens,orcompaniesestablishedunderthebeneficialownership of the public official who received the bribes”;302

� “Bribes were promised, offered or given most frequently to employees … of state-owned or controlled enterprises (27%), followed by customs officials (11%), health officials (7%) and defenseofficials(6%)”;303

� “In the majority of cases, bribes were paid to obtain public procurement contracts (57%), followed by clearance of customs procedures (12%)”;304

� “On average, bribes equaled 10.9% of the total transactionvalueand34.5%oftheprofits”;305

� One in three cases came to the attention of law enforcement authorities through self-reporting by defendant companies or individuals; 13% of cases were investigations initiated directly by law enforcement authorities; and whistleblower reports and media coverage instigated a foreign bribery investigation in just 2% and 5% of matters, respectively;306

� “Companies that self-reported became aware of the foreign bribery in their international operations primarily through internal audits (31%) and merger and acquisition due diligence procedures (28%)”;307 and

� “In 69% of foreign bribery cases, sanctions were imposed by way of settlement.”308

Transparency International Releases Its 2014 Corruption Perceptions Index and Its Annual Progress Report

Transparency International’s 2014 Corruption Perceptions IndexIn early December 2014, Transparency International published its twentieth annual Corruption Perceptions Index. The Index aggregates and standardizes data collected from twelve studies conducted by eleven different organizations in order to create a country-by-country ranking of perceived levels of public sector corruption. A score ranging from 0 (highest level of perceived corruption) to 100 (lowest level of perceived corruption) is given annually to 175 countries and territories.309 According to Transparency International


“[c]ountries’ scores can be helped by open government where the public can hold leaders to account, while a poor score is a sign of prevalent bribery, lack of punishment for corruption and public institutions that don’t respond to citizens’ needs.”310

On this year’s Index, Denmark had the lowest levels of perceived corruption, with a score of 92, while Somalia and North Korea tied for the highest levels of perceived corruption, with scores of eight. Other results included the following:

� Germany: Ranked 12 with a score of 79. � United Kingdom: Ranked 14 with a score of 78. � Japan: Ranked 15 with a score of 76. � United States: Ranked 17 with a score of 74. � Brazil: Ranked 69 with a score of 43. � India: Ranked 85 with a score of 38. � China: Ranked 100 with a score of 36. � Russia: Ranked 136 with a score of 27.311

Most countries—121 of the 175—scored below a 50, with a global average score of 43. Turkey, which ranked 64th withascoreof45,lostfivepointsfromits2013score.Thisconstituted the biggest point drop since last year. China, Angola, Malawi, and Rwanda each lost four points from their 2013 scores. Conversely, Côte d’Ivoire, Egypt, and Saint Vincent and the Grenadines each improved their 2013 score by 5 points.312

José Ugaz, the chair of Transparency International, noted that the Index “shows that economic growth is undermined and efforts to stop corruption fade when leaders and high level officials abusepower to appropriate publicfunds for personal gain. …”313 To combat such perceived corruption, Transparency International encourages those countries with low-levels of perceived corruption to help fightcorruptionglobally. Iturges theEuropeanUnion,the United States, and the G20 countries to adopt a public registeroftheowners,includingbeneficialowners,ofallcompanies incorporated in each country. Such a policy, according to Transparency International, “will make it harder for the corrupt to hide behind companies registered in another person’s name.”314 Denmark, Ukraine, and the UK have each announced plans for such a registry.

Transparency International is a Germany-based organization whose stated “[m]ission is to stop corruption and promote transparency, accountability and integrity at all levels and across all sectors of society.”315

Transparency International’s 10th Annual Progress ReportTransparency International issued its tenth annual report evaluating the performance of each of the 40 parties to the Organisation for Economic Co-operation and Development (OECD) Anti-Bribery Convention (Convention).316 According to the report, 22 of the Convention’s signatories have “Little or No Enforcement” of the Convention.317 These countries account for 27% of global exports and include Japan, Netherlands, South Korea, Russia, Spain, Belgium, Mexico, Brazil, Ireland, Poland, Turkey, Denmark, Czech Republic, Luxembourg, Chile, Israel, Slovak Republic, Colombia, Greece, Slovenia, Bulgaria, and Estonia. Eight countries, representing nearly 8% of global exports, have “Limited Enforcement.”318 Those countries are France, Sweden, Norway, Hungary, South Africa, Argentina, Portugal, and New Zealand.319

Transparency International reported minimal change in the categories of “Active Enforcement” and “Moderate Enforcement.” In the category of “Active Enforcement,” there was no change from 2013 in the United States, Germany, United Kingdom, and Switzerland.320 In the category of “Moderate Enforcement,” Canada moved up from the “Limited Enforcement” category to join 2013 and 2014 members Italy, Australia, Austria, and Finland. The report explained that Canada owed its rise to having “launched a number of new investigations and moved them forward to court proceedings” and also having “introduced majorlegislativereformsinthefield.”321

Finally, the report provided recommendations for the OECD Working Group on Bribery and governments.322 These recommendations include, for example, the collection and publication of “data on mutual legal assistance requests relating to foreign bribery” and a Working Group study regarding the practice of settlements.323

Finally, the Report noted that while the G20 has “repeatedly encouraged” all of its members to join and enforce the Convention, four countries—China, India, Indonesia, and Saudi Arabia—have so far declined.324


Marcus A. Asner Partner New York +1 212.715.1789 [email protected]

John P. Barker Partner Washington, DC +1 202.942.5328 [email protected]

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Arthur LukPartnerWashington, DC +1 202.942.5393 [email protected]

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Samuel M. Witten Counsel Washington, DC +1 202.942.6115 [email protected]

For further information on anything discussed in Global Anti-Corruption Insights, please contact:325


Endnotes1 Press Release, SEC, SEC Charges Former Executive at Tampa-Based Engineering Firm With FCPA Violations (Jan. 22, 2015), available at

http://www.sec.gov/news/pressrelease/2015-13.html#.VMLiZNLF-_5 [hereinafter “Hatoum Press Release”]; see also Deferred Prosecution Agreement (Jan. 21, 2015), available at http://www.sec.gov/news/press/2015/2015-13-dpa.pdf.

2 Hatoum Press Release, supra note 1.

3 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, In the Matter of Walid Hatoum, File No. 3-16352 (Jan. 22, 2015), available at http://www.sec.gov/litigation/admin/2015/34-74112.pdf.

4 Hatoum Press Release, supra note 1.

5 Press Release, DOJ, Alstom Pleads Guilty and Agrees to Pay $772 Million Criminal Penalty to Resolve Foreign Bribery Charges (Dec. 22, 2014), available at http://www.justice.gov/opa/pr/alstom-pleads-guilty-and-agrees-pay-772-million-criminal-penalty-resolve-foreign-bribery [hereinafter “Alstom Press Release”]; Plea Agreement, United States v. Alstom S.A., No. 14-CR-246 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_sa_plea_agreement_combined.pdf [hereinafter “Alstom SA Plea Agreement”].

6 Alstom Press Release, supra note 5.

7 Plea Agreement, United States v. Alstom Network Schweiz AG, No. 14-CR-245 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_network_schweiz_ag_plea_agreement_combined.pdf; Deferred Prosecution Agreement, United States v. Alstom Grid, Inc., No. 14-CR-247 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_grid_dpa.pdf; Deferred Prosecution Agreement, United States v. Alstom Power, Inc., No. 14-cr-00248 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_power_dpa_combined.pdf.

8 Alstom Press Release, supra note 5.

9 Stephen Dockery, Alstom Foreign Bribery Investigation Appears to Be Yielding a Multitude of Cases, Main Justice (Apr. 1, 2014), available at http://www.mainjustice.com/justanticorruption/2014/04/01/alstom-foreign-bribery-investigation-appears-to-be-yielding-a-multitude-of-cases/.

10 Press Release, SFO, Criminal charges against Alstom in the UK (July 24, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/criminal-charges-against-alstom-in-the-uk.aspx; Former director of Alstom Graham Hill charged in bribery case, Economic Times (Jan. 15, 2015), available at http://articles.economictimes.indiatimes.com/2015-01-15/news/58109200_1_bribery-investigation-robert-hallett-alstom-transport-india; Kirstin Ridley, UK Alstom bribery investigation swings spotlight onto Hungary. Reuters (Jan. 28, 2015), available at http://www.reuters.com/article/2015/01/28/court-alstom-hungary-idUSL6N0V73H020150128.

11 PressRelease,SEC,SECChargesMassachusetts-BasedScientific InstrumentsManufacturerwithFCPAViolations (Dec. 15, 2014),available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543708934#.VKQa9FJ0x9A.

12 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, ¶ 1, In re the Matter of Bruker Corporation, File No. 3-16314 (Dec. 15, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73835.pdf [hereinafter “Bruker Cease and Desist Order”].

13 Id. ¶¶ 4-5.

14 Id. ¶¶ 1, 4, 7.

15 Id. ¶ 2.

16 Id. ¶¶ 1, 6-7.

17 Bruker Cease and Desist Order, supra note 12, ¶ 10.

18 Id. ¶¶ 10-11.

19 Id. ¶ 12.

20 Id. § IV.

21 See Press Release, DOJ, BizJet International Sales and Support Inc., Resolves Foreign Corrupt Practices Act Investigation and Agrees to Pay $11.8 Million Criminal Penalty (Mar. 14, 2012), available at http://www.justice.gov/opa/pr/bizjet-international-sales-and-support-inc-resolves-foreign-corrupt-practices-act; Press Release, DOJ, The Nordam Group Inc. Resolves Foreign Corrupt Practices Act Violations and Agrees to Pay $2 Million Penalty (July 17, 2012), available at http://www.justice.gov/opa/pr/nordam-group-inc-resolves-foreign-corrupt-practices-act-violations-and-agrees-pay-2-million.

22 Press Release, DOJ, Dallas Airmotive Inc. Admits Foreign Corrupt Practices Act Violations and Agrees to Pay $14 Million Criminal Penalty (Dec. 10, 2014), available at http://www.justice.gov/opa/pr/dallas-airmotive-inc-admits-foreign-corrupt-practices-act-violations-and-agrees-pay-14 [hereinafter “DAI Press Release”]; Information, United States v. Dallas Airmotive, Inc., No. 3-14CR-483-D (N.D. Tex. Dec. 10, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/10/information_dallas_airmotive_inc.pdf [hereinafter “DAI Information”].

23 Deferred Prosecution Agreement, Attachment A ¶ 19, United States v. Dallas Airmotive, Inc., No. 3-14CR-483-D (N.D. Tex. Dec. 10, 2014), available at http://www.justice.gov/criminal/fraud/fcpa/cases/dallas-air/dai-dpa-final.pdf [hereinafter “DAI DPA”].

24 Id. at Attachment A ¶ 20.

25 Id. at Attachment A ¶¶ 22-24.



28 DAI Information, supra note 22.

http://www.sec.gov/news/pressrelease/2015-13.html#.VMLiZNLF-_5

http://www.sec.gov/news/press/2015/2015-13-dpa.pdf

http://www.sec.gov/litigation/admin/2015/34-74112.pdf

http://www.justice.gov/opa/pr/alstom-pleads-guilty-and-agrees-pay-772-million-criminal-penalty-resolve-foreign-bribery

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_sa_plea_agreement_combined.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_sa_plea_agreement_combined.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_network_schweiz_ag_plea_agreement_combined.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_network_schweiz_ag_plea_agreement_combined.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_grid_dpa.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_grid_dpa.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_power_dpa_combined.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_power_dpa_combined.pdf

http://www.mainjustice.com/justanticorruption/2014/04/01/alstom-foreign-bribery-investigation-appears-to-be-yielding-a-multitude-of-cases/

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/criminal-charges-against-alstom-in-the-uk.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/criminal-charges-against-alstom-in-the-uk.aspx

http://articles.economictimes.indiatimes.com/2015-01-15/news/58109200_1_bribery-investigation-robert-hallett-alstom-transport-india

http://articles.economictimes.indiatimes.com/2015-01-15/news/58109200_1_bribery-investigation-robert-hallett-alstom-transport-india

http://www.reuters.com/article/2015/01/28/court-alstom-hungary-idUSL6N0V73H020150128

http://www.reuters.com/article/2015/01/28/court-alstom-hungary-idUSL6N0V73H020150128

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543708934#.VKQa9FJ0x9A


http://www.justice.gov/opa/pr/bizjet-international-sales-and-support-inc-resolves-foreign-corrupt-practices-act

http://www.justice.gov/opa/pr/nordam-group-inc-resolves-foreign-corrupt-practices-act-violations-and-agrees-pay-2-million

http://www.justice.gov/opa/pr/dallas-airmotive-inc-admits-foreign-corrupt-practices-act-violations-and-agrees-pay-14

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/10/information_dallas_airmotive_inc.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/10/information_dallas_airmotive_inc.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/dallas-air/dai-dpa-final.pdf


29 DAI DPA, supra note 23, ¶ 4.

30 Id.

31 Id. ¶ 11.

32 DAI Press Release, supra note 22.

33 Press Release, DOJ, Bio-Rad Laboratories Resolves Foreign Corrupt Practices Act Investigation and Agrees to Pay $14.35 Million Penalty (Nov. 3, 2014), available at http://www.justice.gov/opa/pr/bio-rad-laboratories-resolves-foreign-corrupt-practices-act-investigation-and-agrees-pay-1435 [hereinafter, “Bio-Rad DOJ Press Release”]; Bio-Rad Laboratories, Inc., DOJ Non-Prosecution Agreement (Nov. 3, 2014), available at http://www.justice.gov/criminal/fraud/fcpa/cases/bio-rad/Bio-Rad-NPA-110314.pdf [hereinafter, “Bio-Rad NPA”].

34 Bio-Rad DOJ Press Release, supra note 33; Bio-Rad NPA, supra note 33, at Attachment A.

35 Bio-Rad NPA, supra note 33, at Attachment A, ¶ 7.

36 Id.

37 Id. ¶¶ 9, 11.

38 Id. ¶ 11.

39 Bio-Rad DOJ Press Release, supra note 33; Bio-Rad NPA, supra note 33, at Attachment A ¶¶ 23-25.

40 Bio-Rad NPA at 1-2, supra note 33.

41 Press Release, SEC, SEC Charges California-Based Bio-Rad Laborator ies With FCPA Violations (Nov. 3, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543347364#.VMlIVqP5O24 [hereinafter “Bio-Rad SEC Press Release”]; Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order ¶ 2, SEC, In re Bio-Rad Laboratories, Inc., No. 3-16231 (Nov. 3, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73496.pdf [hereinafter “Bio-Rad SEC Order”].

42 Bio-Rad SEC Press Release, supra note 41; Bio-Rad SEC Order, supra note 41, ¶¶ 2-3.

43 Bio-Rad SEC Order, supra note 41, ¶ 3.

44 Bio-Rad SEC Press Release, supra note 41.

45 Arnold & Porter LLP, Global Anti-Corruption Insights (Winter 2014) at 20, available at http://www.arnoldporter.com/resources/documents/FcpaNewsletterWinter2014.pdf [hereinafter “A&P Winter 2014 FCPA Newsletter”].

46 Layne Christensen Co., Quarterly Report (Form 10-Q), at 24 (Dec. 10, 2013), available at http://investor.laynechristensen.com/secfiling.cfm?filingID=1193125-13-467033&CIK=888504.

47 Press Release, SEC, SEC Charges Texas-Based Layne Christensen Company With FCPA Violations (Oct. 27, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543291857#.VKXt1FM46P8 [hereinafter “Layne Press Release”].

48 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, In the Matter of Layne Christensen Company, File No. 3-16216 (Oct. 27, 2014), available at www.sec.gov/litigation/admin/2014/34-73437.pdf.

49 Id. at 2, ¶ 1.

50 Id. ¶ 2.

51 Id. at 11.

52 Id.

53 Press Release, Layne Christensen Company, Layne Christensen Announces Completion of Department of Justice Investigation (Aug. 15, 2014), available at http://investor.laynechristensen.com/releasedetail.cfm?ReleaseID=866454.

54 Press Release, SEC, SEC Charges Smith & Wesson With FCPA Violations (July 28, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542384677#.VDQ-MmddWz6 [hereinafter “Smith & Wesson Press Release”]; Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, ¶ 4-7, In re Smith & Wesson Holding Corp., File No. 3-15986 (July 28, 2014), available at http://www.sec.gov/litigation/admin/2014/34-72678.pdf [hereinafter “Smith &Wesson Order”].

55 Smith & Wesson Press Release, supra note 54.

56 Smith & Wesson Order, supra note 54, ¶¶ 8, 15.

57 Id.

58 Id. ¶¶ 4-5.

59 Id. ¶¶ 5, 13.

60 Id. ¶ 5.

61 Smith & Wesson Press Release, supra note 54.

62 Smith & Wesson Order, supra note 54, ¶ 9.

63 Id.

http://www.justice.gov/opa/pr/bio-rad-laboratories-resolves-foreign-corrupt-practices-act-investigation-and-agrees-pay-1435

http://www.justice.gov/criminal/fraud/fcpa/cases/bio-rad/Bio-Rad-NPA-110314.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/bio-rad/Bio-Rad-NPA-110314.pdf

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543347364#.VMlIVqP5O24


http://www.arnoldporter.com/resources/documents/FcpaNewsletterWinter2014.pdf

http://investor.laynechristensen.com/secfiling.cfm?filingID=1193125-13-467033&CIK=888504

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543291857#.VKXt1FM46P8

www.sec.gov/litigation/admin/2014/34-73437.pdf

http://investor.laynechristensen.com/releasedetail.cfm?ReleaseID=866454

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542384677#.VDQ-MmddWz6

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370542384677#.VDQ-MmddWz6



64 Press Release, DOJ, Former Owner and President of Pennsylvania Consulting Companies Charged with Foreign Bribery (Jan. 6, 2015), available at http://www.justice.gov/opa/pr/former-owner-and-president-pennsylvania-consulting-companies-charged-foreign-bribery; see also Indictment ¶ 3, United States v. Harder, No. 2:15-cr-00001-PD (E.D. Pa. Jan. 6, 2015) Dkt. Entry No. 1, available at http://www.justice.gov/sites/default/files/usao-edpa/press-releases/attachments/2015/01/06/indictment_-_harderd.pdf.

65 Press Release, DOJ, CEO and Managing Director of U.S. Broker-Dealer Plead Guilty to Massive International Bribery Scheme (Dec. 17, 2014), available at http://www.justice.gov/opa/pr/ceo-and-managing-director-us-broker-dealer-plead-guilty-massive-international-bribery-scheme.

66 Press Release, SEC, SEC Sanctions Two Former Defense Contractor Employees for FCPA Violations (Nov. 17, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543472839#.VIYQMtKIn4a [hereinafter “FLIR Press Release].

67 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, Part III, ¶¶ 2,3, & Part IV, In re Stephen Timms and Yasser Ramahi, File No. 3-16281 (Nov. 17, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73616.pdf [hereinafter “FLIR Order”].

68 Id. ¶¶ 13-15.

69 Id. ¶¶ 7-11.

70 Id. ¶ 19.

71 Id. ¶¶ 16-18.

72 Id. ¶¶ 22-23.

73 Press Release, DOJ, Former Senior Executive of French Power Company Charged in Connection with Foreign Bribery Scheme (July 30, 2013), available at http://www.justice.gov/opa/pr/2013/July/13-crm-862.html [hereinafter “DOJ Pomponi Press Release”]; Second Superseding Indictment, United States v. Hoskins and Pomponi, Crim. No. 3:12CR238 (D. Conn. July 30, 2013), Dkt. Entry 50, available at http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/de50-second-superseding-indictment.pdf [hereinafter “Pomponi Second Superseding Indictment”].

74 Ruling on Defendant’s Motion to Dismiss the Indictment, United States v. Hoskins, No. 3:12CR238 (D. Conn. Dec. 29, 2014), Dkt. Entry 190 [hereinafter “Hoskins’ Ruling”].

75 Sentencing Scheduling Order, United States v. Pomponi, Crim. No. 3:12CR 238 (D. Conn. Sept. 18, 2014), Dkt. Entry 172 [hereinafter “Pomponi Scheduling Order”].

76 Hoskins Ruling, supra note 74, at 10, 16.

77 Id. at 18-19.

78 Id. at 19-22.

79 Scheduling Order, United States v. Hoskins, No. 3:12CR238 (D. Conn. June 6, 2014), Dkt. Entry 123.

80 Press Release, DOJ, Former Executive of French Power Company Subsidiary Charged in Connection with Foreign Bribery Scheme (May 1, 2013), available at http://www.justice.gov/opa/pr/2013/May/13-crm-496.html; see also DOJ Pomponi Press Release, supra note 73; Pomponi Second Superseding Indictment, supra note 73.

81 Plea Agreement, United States v. Pomponi, Crim. No. 3:12CR238 (D. Conn. July 17, 2014), Dkt. Entry 138, available at http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/pomponi-plea-agreement.pdf; Courtroom Minutes, United States v. Hoskins and Pomponi, No. 3:12CR238 (D. Conn. July 17, 2014), Dkt. Entry No. 142.

82 Pomponi Scheduling Order, supra note 75.

83 Press Release, DOJ, Foreign Bribery Charges Unsealed Against Current and Former Executives of French Power Company (Apr. 16, 2013), available at http://www.justice.gov/opa/pr/2013/April/13-crm-434.html. Though the DOJ press release does not reference the company by name, numerous news reportshaveidentifieditasAlstom.See, e.g., Aruna Viswanatha, Ex-Alstom exec pleads guilty to bribery over Indonesia power contract, Reuters (July 17, 2014), available at http://www.reuters.com/article/2014/07/17/alstom-corruption-plea-idUSL2N0PS23W20140717.

84 See Plea Agreement, United States v. Pierucci, Crim. No. 3:12CR238 (D. Conn. July 29, 2013), Dkt. Entry 46, available at http://www.justice.gov/criminal/fraud/fcpa/cases/pieruccif/de46-pierucci-plea-agreement.pdf; Plea Agreement, United States v. Rothschild, Crim. No. 3:12CR223 (D. Conn. Nov. 2, 2012), Dkt. Entry 8, available at http://www.justice.gov/criminal/fraud/fcpa/cases/rothschildd/rothschild-guilty-plea.pdf.

85 See Order & Motion to Modify Conditions of Release by Frederic Pierucci, United States v. Pierucci, Crim. No. 3:12CR 238 (Nov. 5-6, 2014), Dkt. Entries 180-81.

86 DOJ Pomponi Press Release, supra note 73; Pomponi Second Superseding Indictment, supra note 73.

87 Superseding Indictment ¶ 4, United States v. Pierucci & Pomponi, Crim. No. 3:12CR238 (D. Conn. Apr. 30, 2013), available at http://www.justice.gov/iso/opa/resources/971201351113654342378.pdf.

88 Stephen Dockery, Former BizJet President and CEO Pleads Guilty to Foreign Corruption Charges, Main Justice (July 24, 2014), available at http://www.mainjustice.com/justanticorruption/2014/07/24/former-bizjet-president-and-ceo-pleads-guilty-to-foreign-corruption-charges/.

89 PressRelease,DOJ,FormerChiefExecutiveOfficerofLufthansaSubsidiaryBizJetPleadsGuiltytoForeignBriberyCharges(July24,2014),available at http://www.justice.gov/opa/pr/2014/July/14-crm-778.html.

90 Id.

91 Press Release, DOJ, Four Former Executives of Lufthansa Subsidiary Bizjet Charged with Foreign Bribery (Apr. 5, 2013), available at http://www.justice.gov/opa/pr/2013/April/13-crm-388.html.

92 Marshall L. Miller, Principal Deputy Assistant Attorney General for the Criminal Division , Remarks at the Global Investigation Review Program (Sept. 17, 2014), available at http://www.justice.gov/criminal/pr/speeches/2014/crm-speech-1409171.html [hereinafter “Miller Sept. 2014 Remarks”].

http://www.justice.gov/opa/pr/former-owner-and-president-pennsylvania-consulting-companies-charged-foreign-bribery

; see also Indictment � 3, United

http://www.justice.gov/sites/default/files/usao-edpa/press-releases/attachments/2015/01/06/indictment_-_harderd.pdf

http://www.justice.gov/sites/default/files/usao-edpa/press-releases/attachments/2015/01/06/indictment_-_harderd.pdf

http://www.justice.gov/opa/pr/ceo-and-managing-director-us-broker-dealer-plead-guilty-massive-international-bribery-scheme

http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543472839#.VIYQMtKIn4a


http://www.justice.gov/opa/pr/2013/July/13-crm-862.html

http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/de50-second-superseding-indictment.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/de50-second-superseding-indictment.pdf

http://www.justice.gov/opa/pr/2013/May/13-crm-496.html

http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/pomponi-plea-agreement.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/pomponi/pomponi-plea-agreement.pdf

http://www.justice.gov/opa/pr/2013/April/13-crm-434.html

http://www.reuters.com/article/2014/07/17/alstom-corruption-plea-idUSL2N0PS23W20140717

http://www.justice.gov/criminal/fraud/fcpa/cases/pieruccif/de46-pierucci-plea-agreement.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/pieruccif/de46-pierucci-plea-agreement.pdf

http://www.justice.gov/criminal/fraud/fcpa/cases/rothschildd/rothschild-guilty-plea.pdf

http://www.justice.gov/iso/opa/resources/971201351113654342378.pdf

http://www.mainjustice.com/justanticorruption/2014/07/24/former-bizjet-president-and-ceo-pleads-guilty-to-foreign-corruption-charges/

http://www.justice.gov/opa/pr/2013/April/13-crm-388.html

http://www.justice.gov/criminal/pr/speeches/2014/crm-speech-1409171.html


93 Id.; see also Arnold & Porter LLP, FCPA, Bribery Act and other Global Anti-Corruption Insights (Summer 2012) at 11, available at http://www.arnoldporter.com/publications_newsletter.cfm?action=view&id=119 [hereinafter “A&P Summer 2012 FCPA Newsletter”].

94 Miller Sept. 2014 Remarks, supra note 92.

95 Leslie R. Caldwell, Assistant Attorney General, Speech at American Conference Institute’s 31st International Conference on the Foreign Corrupt Practices Act (Nov. 19, 2014), available at http://www.justice.gov/opa/speech/assistant-attorney-general-leslie-r-caldwell-speaks-american-conference-institute-s-31st.

96 Id.

97 Id.

98 Id.

99 Andrew Ceresney, Director, SEC Division of Enforcement, Remarks at 31st International Conference on the Foreign Corrupt Practices Act (Nov. 19, 2014), available at http://www.sec.gov/News/Speech/Detail/Speech/1370543493598#.VLMghdLF_7p.

100 Joel Schechtman, FBI To Bulk Up Foreign Bribery Efforts, Wall St. J. (Jan. 14, 2015), available at http://blogs.wsj.com/riskandcompliance/2015/01/14/fbi-to-bulk-up-foreign-bribery-efforts/?mod=wsj_rchome_rcreport.

101 DOJ, FCPA Opinion Procedure Release No. 14-02 (Nov. 7, 2014), available at http://www.justice.gov/criminal/fraud/fcpa/opinion/2014/14-02.pdf [hereinafter “14-02 Opinion Release”].

102 Compare id. with DOJ, FCPA Opinion Procedure Release. No. 08-02 (June 13, 2008) [hereinafter “Halliburton Opinion Release”].

103 14-02 Opinion Release, supra note 101, at 1-2.

104 Id. at 2.

105 Id. at 2-3.

106 Id. at 3 (quoting FCPA Resource Guide at 28).

107 Halliburton Opinion Release, supra note 102, at 2-3.

108 14-02 Opinion Release, supra note 101, at 3.

109 Id. at 3-4 (citing the FCPA Resource Guide at 29).

110 See Esquenazi v. United States, 135 S. Ct. 293 (2014).

111 United States v. Esquenazi, 752 F.3d 912, 925-26 (11th Cir. 2014).

112 See Kim v. U.S. Dist. Court for Central Dist. of Ca., 135 S. Ct. 426 (2014).

113 In re Han Yong Kim, 571 F. App’x 556 (9th Cir. 2014).

114 See Petition for a Writ of Certiorari, Kim v. United States, No. 14-302 (Sept. 12, 2014).

115 Indictment, United States v. Kim, No. 8:09-CR-00077 (C.D. Cal. Apr. 8, 2009), Dkt. Entry 1.

116 See Arnold & Porter LLP, (Summer 2014) at 12, available at http://www.arnoldporter.com/resources/documents/FCPANewsletterSummer2014.pdf [hereinafter “A&P Summer 2014 FCPA Newsletter”]; Arnold & Porter LLP, FCPA, Bribery Act & other Global Anti-Corruption Insights (Winter 2013) at 24, available at http://www.arnoldporter.com/resources/documents/FCPANewsletterFeb2013endnotes.pdf.

117 The Bank of New York Mellon Corporation, Current Report (Form 8-K), at 2 (Jan. 23, 2015), available at http://www.sec.gov/Archives/edgar/data/1390777/000162828015000217/a4q2014earnings8-kxxjan23.htm.

118 Julie Steinberg, SEC Issues Wells Notice to Bank of New York Mellon, Wall St. J. (Jan. 27, 2015), available at http://www.wsj.com/articles/sec-issues-wells-notice-to-bank-of-new-york-mellon-1422401497.

119 Nortek, Inc., Current Report (Form 8-K), at 1 (Jan. 7, 2015), available at http://www.sec.gov/Archives/edgar/data/1216596/000121659615000002/lhkfcpa8k.htm.

120 Dialogic Inc., Quarterly Report (Form 10-Q), at 34 (Nov. 14, 2014), available at http://www.sec.gov/Archives/edgar/data/1366649/000136664914000044/c649-20140930x10q.htm.

121 SEC Charges California Telecommunications Company with FCPA Violations, Litigation Release No. 21581 (June 29, 2010), available at http://www.sec.gov/litigation/litreleases/2010/lr21581.htm.

122 Goodyear Tire & Rubber Co., Quarterly Report (Form 10-Q), at 57 (Oct. 29, 2014), available at http://www.sec.gov/Archives/edgar/data/42582/000095012314010659/gt-q3201410q.htm.

123 Id.

124 Id.

125 Agilent Technologies, Current Report (Form 8-K), at 1 (Sept. 29, 2014), available at http://www.sec.gov/Archives/edgar/data/1090872/000109087214000032/form8-kreclosureofsecdojma.htm.

126 Id.

127 Id.

128 Agilent Technologies, Quarterly Report (Form 10-Q), at 43 (Sept. 6, 2013), available at http://www.sec.gov/Archives/edgar/data/1090872/000109087213000019/a-07312013x10q.htm.

129 Id.

130 Press Release, Image Sensing Systems, ISS Announces Completion of Department of Justice Investigation (Sept. 8, 2014), available at http://www.imagesensing.com/company/news-and-events/140908.html.

http://www.arnoldporter.com/publications_newsletter.cfm?action=view&id=119

http://www.justice.gov/opa/speech/assistant-attorney-general-leslie-r-caldwell-speaks-american-conference-institute-s-31st

http://www.sec.gov/News/Speech/Detail/Speech/1370543493598#.VLMghdLF_7p

http://blogs.wsj.com/riskandcompliance/2015/01/14/fbi-to-bulk-up-foreign-bribery-efforts/?mod=wsj_rchome_rcreport

http://blogs.wsj.com/riskandcompliance/2015/01/14/fbi-to-bulk-up-foreign-bribery-efforts/?mod=wsj_rchome_rcreport

http://www.justice.gov/criminal/fraud/fcpa/opinion/2014/14-02.pdf

http://www.arnoldporter.com/resources/documents/FCPANewsletterSummer2014.pdf

http://www.arnoldporter.com/resources/documents/FCPANewsletterFeb2013endnotes.pdf

http://www.sec.gov/Archives/edgar/data/1390777/000162828015000217/a4q2014earnings8-kxxjan23.htm

http://www.wsj.com/articles/sec-issues-wells-notice-to-bank-of-new-york-mellon-1422401497

http://www.sec.gov/Archives/edgar/data/1216596/000121659615000002/lhkfcpa8k.htm

http://www.sec.gov/Archives/edgar/data/1366649/000136664914000044/c649-20140930x10q.htm

http://www.sec.gov/Archives/edgar/data/1366649/000136664914000044/c649-20140930x10q.htm

http://www.sec.gov/Archives/edgar/data/42582/000095012314010659/gt-q3201410q.htm

http://www.sec.gov/Archives/edgar/data/1090872/000109087214000032/form8-kreclosureofsecdojma.htm

http://www.sec.gov/Archives/edgar/data/1090872/000109087214000032/form8-kreclosureofsecdojma.htm

http://www.sec.gov/Archives/edgar/data/1090872/000109087213000019/a-07312013x10q.htm

http://www.sec.gov/Archives/edgar/data/1090872/000109087213000019/a-07312013x10q.htm

http://www.imagesensing.com/company/news-and-events/140908.html


131 BHP Billiton, Value Through Performance: Annual Report 2014, at 255, available at http://www.bhpbilliton.com/home/investors/reports/Documents/2014/BHPBillitonAnnualReport2014.pdf [hereinafter, BHP Annual Report]; see also BHP close to resolving corruption action, Sydney Morning Herald (Sept. 25, 2014), available at http://news.smh.com.au/breaking-news-business/bhp-close-to-resolving-corruption-action-20140925-3gmnc.html.

132 BHP Annual Report, supra note 133.

133 Id.

134 Id.

135 General Cable Corp., Current Report (Form 8-K), at 7 (Sept. 22, 2014), available at https://www.sec.gov/Archives/edgar/data/886035/000119312514347733/d790404d8k.htm [hereinafter “General Cable 8-K”]; see also General Cable Corp., Quarterly Report (Form 10-Q), at 29-30, (Nov. 3, 2014), available at https://www.sec.gov/Archives/edgar/data/886035/000088603514000031/bgc-2014926.htm.

136 General Cable 8-K, supra note 137, at 7.

137 Id.

138 Id.

139 Cubist Pharmaceuticals Inc., Quarterly Report (Form 10-Q), at 21-22 (Aug. 11, 2014), available at http://www.sec.gov/Archives/edgar/data/912183/000110465914059161/a14-13941_110q.htm.

140 Press Release, Cubist Pharmaceuticals Inc., Cubist Pharmaceuticals Completes Acquisition of Optimer Pharmaceuticals (Oct. 24, 2013),available at http://www.optimerpharma.com/news/113-cubist_pharmaceuticals_completes_acquisition_of_optimer_pharmaceuticals. In December 2014, Merck acquired Cubist Pharmaceuticals. See Press Release, Merck, Merck to Acquire Cubist Pharmaceuticals for $102 per Share in Cash (Dec. 8, 2014), available at http://www.mercknewsroom.com/news-release/corporate-news/merck-acquire-cubist-pharmaceuticals-102-share-cash.

141 See U.S. Securities and Exchange Commission, 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Program 1 (Nov. 17, 2014), available at http://www.sec.gov/about/offices/owb/annual-report-2014.pdf [hereinafter “Whistleblower Annual Report”]; see also 17 C.F.R. § 240.21F-1.

142 15 U.S.C. §21-F(b)(1).

143 See Annual Report at 20, 23.

144 See id. at Appendix A.

145 See id. at 1, 10.

146 See id. at 10-12.

147 See id. at 10.

148 See id. at 11.

149 See id. at 20 and Appendix A.

150 See id. at 18.

151 Press Release, DOJ, U.S. Forfeits Over $480 Million Stolen by Former Nigerian Dictator in Largest Forfeiture Obtained Through a Kleptocracy Action (Aug. 7, 2014), available at http://www.justice.gov/opa/pr/us-forfeits-over-480-million-stolen-former-nigerian-dictator-largest-forfeiture-ever-obtained.

152 Complaint, United States v. All Assets Held in Account Number 80020796, in the Name of Doraville Props. Corp., Case No. 1:13-cv-01832 (D.D.C. Nov. 18, 2013), Dkt. Entry 1, available at http://www.justice.gov/iso/opa/resources/765201435135920471922.pdf.

153 Id. (approximately $303 million in two bank accounts in the Bailiwick of New Jersey, $144 million in two bank accounts in France, and approximately $175 million in additional bank accounts in the United Kingdom and Ireland).

154 Id.

155 Press Release, DOJ, Justice Department Seizes an Additional $500,000 in Corrupt Assets Tied to Former President of Republic of Korea (Sept. 3, 2014), available at http://www.justice.gov/opa/pr/justice-department-seizes-additional-500000-corrupt-assets-tied-former-president-republic.

156 Id.

157 Id.

158 Id.

159 Press Release, DOJ, Second Vice President of Equatorial Guinea Agrees to Relinquish More Than $30 Million of Assets Purchased with Corruption Proceeds (Oct. 10, 2014), available at http://www.justice.gov/opa/pr/second-vice-president-equatorial-guinea-agrees-relinquish-more-30-million-assets-purchased.

160 Id.

161 Id.

162 Stipulation and Settlement Agreement, United States v. One Michael Jackson signed Thriller Jacket, Civil Action No. 2:11-cv-03582-GW-SS (C.D. Cal. Oct. 10, 2014), available at http://www.justice.gov/sites/default/files/press-releases/attachments/2014/10/10/obiang_settlement_agreement.pdf.

163 Id.

164 Press Release, DOJ, Department of Justice Seeks Recovery of Approximately $100,000 in Bribes Paid to Former Chad Ambassador (Nov. 7, 2014), available at http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador [hereinafter “Bechir Press Release”].

http://www.bhpbilliton.com/home/investors/reports/Documents/2014/BHPBillitonAnnualReport2014.pdf

http://www.bhpbilliton.com/home/investors/reports/Documents/2014/BHPBillitonAnnualReport2014.pdf

http://news.smh.com.au/breaking-news-business/bhp-close-to-resolving-corruption-action-20140925-3gmnc.html

https://www.sec.gov/Archives/edgar/data/886035/000119312514347733/d790404d8k.htm

https://www.sec.gov/Archives/edgar/data/886035/000119312514347733/d790404d8k.htm

https://www.sec.gov/Archives/edgar/data/886035/000088603514000031/bgc-2014926.htm

http://www.sec.gov/Archives/edgar/data/912183/000110465914059161/a14-13941_110q.htm

http://www.sec.gov/Archives/edgar/data/912183/000110465914059161/a14-13941_110q.htm

http://www.optimerpharma.com/news/113-cubist_pharmaceuticals_completes_acquisition_of_optimer_pharmaceuticals

http://www.mercknewsroom.com/news-release/corporate-news/merck-acquire-cubist-pharmaceuticals-102-share-cash

http://www.sec.gov/about/offices/owb/annual-report-2014.pdf

http://www.justice.gov/opa/pr/us-forfeits-over-480-million-stolen-former-nigerian-dictator-largest-forfeiture-ever-obtained

http://www.justice.gov/iso/opa/resources/765201435135920471922.pdf

http://www.justice.gov/opa/pr/justice-department-seizes-additional-500000-corrupt-assets-tied-former-president-republic

http://www.justice.gov/opa/pr/second-vice-president-equatorial-guinea-agrees-relinquish-more-30-million-assets-purchased

http://www.justice.gov/sites/default/files/press-releases/attachments/2014/10/10/obiang_settlement_agreement.pdf

http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador


165 Id.; see alsoVerifiedComplaintforForfeitureIn Rem, United States v. All Funds Up To and Including $1,474.517, Civil Action No. 1:14-cv-01178L (D.D.C. July 8, 2014), Dkt. Entry 3, available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_complaint.pdf [hereinafter “Bechir Complaint”].

166 Bechir Press Release, supra note 166.

167 Bechir Complaint, supra note 167.

168 United States’ Motion to Vacate Sealing Order, United States v. All Funds Up To and Including $1,474,517, Civil Action No. 14-1178 (D.D.C. Oct. 30, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_motion_to_vacate.pdf.

169 Press Release, DOJ, Department of Justice Seeks Recovery of Approximately $100,000 in Bribes Paid to Former Chad Ambassador (Nov. 7, 2014), available at http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador.

170 Amended Complaint ¶ 1, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:21-cv-05162 (W.D. Ark. Feb. 2, 2013), Dkt. Entry 86.

171 Id. ¶¶ 53-59.

172 Order at 2, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:12-cv-05162 (W.D. Ark. Spt. 26, 2014), Dkt. Entry 146 [hereinafter “Wal-Mart Arkansas Order”].

173 Report & Recommendation at 1, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:12-cv-05162 (W.D. Ark. May 8, 2014), Dkt. Entry 133.

174 Wal-Mart Arkansas Order, supra note 174, at 5.

175 Id. at 6.

176 VerifiedComplaintPursuantto8DelC.§220toCompelInspectionofBooksandRecords¶1,Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CS (Del. Chan. Aug. 16, 2012).

177 Wal-Mart Stores, Inc. v. Ind. Elec. Workers Pension Trust Fund IBEW, 95 A.3d 1264, 1270 (Del. 2014) (some internal quotation marks omitted).

178 Final Order and Judgment ¶ 1(h), Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CS (Del. Chan. Oct. 15, 2013).

179 Wal-Mart Stores, 95 A.3d at 1273.

180 Id. at 1278.

181 Id. at 1276 (quoting Garner v. Wolfinbarger, 430 F.2d 1093, 1103-04 (5th Cir. 1970)).

182 Pl.’s Br. in Supp. of Mot. for Order of Civil Contempt Pursuant to Rule 70(B), Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CB (Del. Chan. Dec. 18, 2014).

183 Wal-Mart Stores, Inc., Quarterly Report (Form 10-Q), at 34 (Dec. 12, 2014), available at http://www.sec.gov/Archives/edgar/data/104169/000010416914000080/wmt10311410-q.htm#s960F0349BDAE60EB31F855896F1A33CA.

184 Brief for U.S. Chamber of Commerce et al. as Amici Curiae Supporting Petitioners, Shell Oil Co. v. Writt, No. 13-0552 (Tex. Oct. 31, 2014) available at http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=860c3e02-8fd6-40aa-b8fd-67d8872ae526&coa=cossup&DT=BRIEFS&MediaID=c6a893c7-0baf-4bba-9424-aa50469c3d7c [hereinafter “Business Amicus Brief”].

185 Arnold & Porter, FCPA, Bribery Act & other Global Anti-Corruption Insights, at 27 (Summer 2013), available at http://www.arnoldporter.com/resources/documents/FcpaNewsletterAugust2013.pdf [hereinafter “A&P Summer 2013 FCPA Newsletter”].

186 Business Amicus Brief, supra note 186, at 20.

187 Id. at 4–5.

188 Id. at 10–11 (quoting § 8C2.5(g)(1) & n.13).

189 Id. at 3, 16.

190 PressRelease,SEC,SECChargesSevenOilServicesandFreightForwardingCompaniesforWidespreadBriberyofCustomsOfficials(Nov.4,2010),available at http://www.sec.gov/news/press/2010/2010-214.htm.

191 Id.

192 Writt v. Shell Oil Co., 409 S.W.3d 59, 63–64 (Tex. Ct. App. 2013), review granted No. 13-0552 (Tex. Aug. 22, 2014).

193 Id.

194 Id. at 77.

195 Id. at 61; see also Arnold & Porter LLP, FCPA, Bribery Act & Other Global Anti-Corruption Insights (Summer 2013) at 28, available at http://www.arnoldporter.com/resources/documents/FcpaNewsletterAugust2013.pdf.

196 Writt, 409 S.W.3d at 61.

197 Jess Davis, Shell Seeks End To FCPA Defamation Suit In Texas High Court, Law360 (Nov. 6, 2014), available at http://www.law360.com/articles/591906/shell-seeks-end-to-fcpa-defamation-suit-in-texas-high-court.

198 See Complaint, St. Lucie Cty. Fire Dist. Firefighters’ Pension Trust Fund v. Bryant, Civ. A. No. 14-3428 (S.D. Tex. Nov. 30, 2014), Dkt. Entry No. 1. See also Cobalt International Energy, Inc., Current Report (Form 8-K), at 1 (Aug. 5, 2014), available at http://www.sec.gov/Archives/edgar/data/1471261/000110465914056593/0001104659-14-056593-index.htm.

199 Press Release, Cobalt International Energy, Cobalt Announces Termination of SEC Investigation (Jan. 28, 2015), available at http://www.cobaltintl.com/newsroom/cobalt-announces-termination-of-sec-investigation.

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_complaint.pdf

http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_motion_to_vacate.pdf

http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador

http://www.sec.gov/Archives/edgar/data/104169/000010416914000080/wmt10311410-q.htm#s960F0349BDAE60EB31F855896F1A33CA

http://www.sec.gov/Archives/edgar/data/104169/000010416914000080/wmt10311410-q.htm#s960F0349BDAE60EB31F855896F1A33CA

http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=860c3e02-8fd6-40aa-b8fd-67d8872ae526&coa=cossup&DT=BRIEFS&MediaID=c6a893c7-0baf-4bba-9424-aa50469c3d7c

http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=860c3e02-8fd6-40aa-b8fd-67d8872ae526&coa=cossup&DT=BRIEFS&MediaID=c6a893c7-0baf-4bba-9424-aa50469c3d7c

http://www.arnoldporter.com/resources/documents/FcpaNewsletterAugust2013.pdf


http://www.sec.gov/news/press/2010/2010-214.htm


http://www.law360.com/articles/591906/shell-seeks-end-to-fcpa-defamation-suit-in-texas-high-court

http://www.law360.com/articles/591906/shell-seeks-end-to-fcpa-defamation-suit-in-texas-high-court

http://www.sec.gov/Archives/edgar/data/1471261/000110465914056593/0001104659-14-056593-index.htm

http://www.sec.gov/Archives/edgar/data/1471261/000110465914056593/0001104659-14-056593-index.htm

http://www.cobaltintl.com/newsroom/cobalt-announces-termination-of-sec-investigation

http://www.cobaltintl.com/newsroom/cobalt-announces-termination-of-sec-investigation


200 Judgment and Final Order of Dismissal with Prejudice, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Jan. 20, 2015), Dkt. Entry 53.

201 Complaint ¶ 3, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. June 20, 2012), Dkt. Entry 1.

202 Id. ¶¶ 57-58.

203 Id. ¶¶ 126-138.

204 Stipulation of Settlement, Exhibit A: Terms of Remediation, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Oct. 20, 2014), Dkt. Entry 38-1.

205 Stipulation of Settlement at 6, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Oct. 20, 2014), Dkt. Entry 38.

206 Press Release, DOJ, Alcoa World Alumina Agrees to Plead Guilty to Foreign Bribery and Pay $223 Million in Fines and Forfeiture (Jan. 9, 2014), available at http://www.justice.gov/opa/pr/alcoa-world-alumina-agrees-plead-guilty-foreign-bribery-and-pay-223-million-fines-and.

207 Id.

208 Caroline Binham, SFO gets first conviction of company for foreign official bribes, Fin. Times (Dec. 22, 2014) available at http://www.ft.com/cms/s/0/28b88282-8a04-11e4-9271-00144feabdc0.html#axzz3NwqzksjB (subscription required) [hereinafter “Financial Times Bribery Article”].

209 See Smith and Ouzman Website, available at http://www.smith-ouzman.com/about (last visited Feb. 6, 2015).

210 Press Release, SFO, UK printing company and two men found guilty in corruption trial, (Dec. 22, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/uk-printing-company-and-two-men-found-guilty-in-corruption-trial.aspx [hereinafter “Smith & Ouzman Press Release”].

211 Id.

212 Id.

213 Press Release, SFO, Two men sentenced following corruption trial (Feb. 12, 2015), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2015/two-men-sentenced-following-corruption-trial.aspx.

214 Smith & Ouzman Press Release, supra note 212.

215 Press Release, SFO, City directors convicted in £23m Green biofuel trial (Dec. 5, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-convicted-in-23m-green-biofuel-trial.aspx.

216 Press Release, SFO, City directors sentenced to 28 years in total for £23m green biofuel fraud (Dec. 8, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-sentenced-to-28-years-in-total-for-23m-green-biofuel-fraud.aspx.

217 Court of Appeal Judgment ¶¶ 5, 7, Serious Fraud Office v. Miltiades Papachristos and Dennis Kerrison, [2014] EWCA Crim 1863 (Southwark Crown Ct. Sept. 9, 2014), available at http://www.sfo.gov.uk/media/272744/papachristos%20and%20kerrison%20final%20judgment.pdf [hereinafter “Papachristos and Kerrison Judgment”]; Press Release, SFO, Innospec judgment, (Mar. 26, 2010), available at http://www.sfo.gov.uk/press-room/press-release-archive/press-releases-2010/innospec-judgment.aspx [hereinafter “Innospec Judgment Press Release”].

218 Innospec Judgment Press Release, supra note 219.

219 Papachristos and Kerrison Judgment, supra note 219, ¶ 1.

220 Id. ¶ 17.

221 Three men jailed over the bribing of Indonesian and Iraqi officials, The Guardian, (Aug. 4, 2014) available at http://www.theguardian.com/uk-news/2014/aug/04/innospec-three-men-jailed-bribes-indonesia-iraq.

222 Press Release, SFO, Four sentenced for role in Innospec corruption (Aug. 4, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/four-sentenced-for-role-in-innospec-corruption.aspx.

223 Id. Press Release, SFO, Statement: Innospec Judgement (Sept. 19, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/statement-innospec-judgement.aspx.

224 Press Release, SFO, Sweett Group Investigation, (July 14, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/sweett-group-investigation.aspx.

225 See Sweett Group, http://www.sweettgroup.com/en/ (last visited Feb. 5, 2015).

226 Christopher Williams, SFO launches formal investigation of UAE bribery claims at Sweet Group, The Telegraph (July 14, 2014), available at http://www.telegraph.co.uk/finance/newsbysector/constructionandproperty/10966125/SFO-launches-formal-investigation-of-UAE-bribery-claims-at-Sweett-Group.html [hereinafter “Telegraph Sweett Group Article”].

227 Gill Plimmer and Simeon Kerr, SFO launches probe into Sweett Group over Mideast contract, Fin. Times, (July 14, 2014), available at http://www.ft.com/cms/s/0/7eb16148-0b44-11e4-ae6b-00144feabdc0.html#axzz3LV1n827G (subscription required) [hereinafter “FT Sweett Group Article”].

228 Telegraph Sweett Group Article, supra note 228.

229 Id.; Press Release, Sweett, Wall Street Journal Allegation - Update (July 14, 2014), available at http://www.sweettgroup.com/en/news/wall-street-journal-allegation-update-2/.

230 Press Release, Sweett Group, Update, (Nov. 11, 2014), available at http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12146380.html; Steve McGrath, Sweett Group Says Doing All It Can To Cooperate With SFO Probe, Alliance News (Nov. 11, 2014), available at http://www.morningstar.co.uk/uk/news/AN_1415701097628391300/sweett-group-says-doing-all-it-can-to-cooperate-with-sfo-probe.aspx#sthash.nEbGBNHc.dpuf.

231 Press Release, SFO, Bruce Hall sentenced to 16 months in prison (July 22, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/bruce-hall-sentenced-to-16-months-in-prison.aspx [hereinafter “Bruce Hall Press Release”].

http://www.justice.gov/opa/pr/alcoa-world-alumina-agrees-plead-guilty-foreign-bribery-and-pay-223-million-fines-and

http://www.ft.com/cms/s/0/28b88282-8a04-11e4-9271-00144feabdc0.html#axzz3NwqzksjB

http://www.ft.com/cms/s/0/28b88282-8a04-11e4-9271-00144feabdc0.html#axzz3NwqzksjB

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/uk-printing-company-and-two-men-found-guilty-in-corruption-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/uk-printing-company-and-two-men-found-guilty-in-corruption-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2015/two-men-sentenced-following-corruption-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2015/two-men-sentenced-following-corruption-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-convicted-in-23m-green-biofuel-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-convicted-in-23m-green-biofuel-trial.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-sentenced-to-28-years-in-total-for-23m-green-biofuel-fraud.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/city-directors-sentenced-to-28-years-in-total-for-23m-green-biofuel-fraud.aspx

http://www.sfo.gov.uk/media/272744/papachristos%20and%20kerrison%20final%20judgment.pdf

http://www.sfo.gov.uk/press-room/press-release-archive/press-releases-2010/innospec-judgment.aspx

http://www.sfo.gov.uk/press-room/press-release-archive/press-releases-2010/innospec-judgment.aspx

http://www.theguardian.com/uk-news/2014/aug/04/innospec-three-men-jailed-bribes-indonesia-iraq

http://www.theguardian.com/uk-news/2014/aug/04/innospec-three-men-jailed-bribes-indonesia-iraq

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/four-sentenced-for-role-in-innospec-corruption.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/four-sentenced-for-role-in-innospec-corruption.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/statement-innospec-judgement.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/statement-innospec-judgement.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/sweett-group-investigation.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/sweett-group-investigation.aspx

http://www.sweettgroup.com/en/

http://www.telegraph.co.uk/finance/newsbysector/constructionandproperty/10966125/SFO-launches-formal-investigation-of-UAE-bribery-claims-at-Sweett-Group.html

http://www.telegraph.co.uk/finance/newsbysector/constructionandproperty/10966125/SFO-launches-formal-investigation-of-UAE-bribery-claims-at-Sweett-Group.html

http://www.ft.com/cms/s/0/7eb16148-0b44-11e4-ae6b-00144feabdc0.html#axzz3LV1n827G

http://www.ft.com/cms/s/0/7eb16148-0b44-11e4-ae6b-00144feabdc0.html#axzz3LV1n827G

http://www.sweettgroup.com/en/news/wall-street-journal-allegation-update-2/

http://www.sweettgroup.com/en/news/wall-street-journal-allegation-update-2/

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12146380.html

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12146380.html

http://www.morningstar.co.uk/uk/news/AN_1415701097628391300/sweett-group-says-doing-all-it-can-to-cooperate-with-sfo-probe.aspx#sthash.nEbGBNHc.dpuf

http://www.morningstar.co.uk/uk/news/AN_1415701097628391300/sweett-group-says-doing-all-it-can-to-cooperate-with-sfo-probe.aspx#sthash.nEbGBNHc.dpuf

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/bruce-hall-sentenced-to-16-months-in-prison.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/bruce-hall-sentenced-to-16-months-in-prison.aspx


232 Id. (contrary to Section 1 of the Criminal Law Act 1977 and Section 1 of the Prevention of Corruption Act 1906).

233 Id. (contrary to Section 1 of the Prevention of Corruption Act 1906).

234 Id. (contrary to Sections 329(1) and 327(1) of the Proceeds of Crime Act 2002).

235 Bruce Hall Press Release, supra note 233.

236 Id.

237 Press Release, SFO, Statement: Rolls Royce (Dec. 22, 2013), available at http://www.sfo.gov.uk/our-work/our-cases/case-progress/rolls-royce.aspx.

238 Rolls-Royce: Two arrested in fraud probe, BBC (Feb. 12, 2014), available at http://www.bbc.co.uk/news/business-26155883.

239 Suzi Ring, U.K. Prosecutors Plan More Arrests in Rolls-Royce Probe, Bloomberg, (Sept. 2, 2014), available at http://www.bloomberg.com/news/2014-09-02/u-k-prosecutors-plan-more-arrests-in-rolls-royce-probe.html.

240 Andrew Winning, Two dropped from bribery probe into Rolls-Royce sales - Sunday Times, Reuters, (Sept. 7, 2014), available at http://uk.reuters.com/article/2014/09/07/uk-rolls-royce-britain-sfo-idUKKBN0H20ID20140907.

241 Andrew Parker, SFO considers more arrests in Rolls-Royce bribery probe, Fin. Times (Sept. 2, 2014), available at http://www.ft.com/intl/cms/s/d31ffaf8-32c9-11e4-93c6-00144feabdc0,Authorised=false.html?_i_location=http%3A%2F%2Fwww.ft.com%2Fcms%2Fs%2F0%2Fd31ffaf8-32c9-11e4-93c6-00144feabdc0.html%3Fsiteedition%3Dintl&siteedition=intl&_i_referer=#ixzz3LWF3Ayn7 (subscription required).

242 David Green CB QC, Speech to the Pinsent Masons Regulatory Conference (Oct. 23, 2014), available at http://www.sfo.gov.uk/about-us/our-views/director%27s-speeches/speeches-2014/david-green-cb-qc-speech-to-the-pinsent-masons-regulatory-conference.aspx [hereinafter Green Pinsent Speech”]; see also Alun Milford, SFO General Counsel, Speech to the Global Investigations Summit (Oct. 15, 2014), available at http://www.sfo.gov.uk/about-us/our-views/other-speeches/speeches-2014/alun-milford%27s-speech-to-the-global-investigations-summit.aspx (explaining Roskill model).

243 Green Pinsent Speech, supra note 244.

244 Id.

245 Marion Dakers, Serious Fraud Office asks for ‘blockbuster funding’ to help pay for Libor and other probes, The Telegraph (Oct. 23, 2014), available at http://www.telegraph.co.uk/finance/newsbysector/banksandfinance/11182222/Serious-Fraud-Office-asks-for-blockbuster-funding-to-help-pay-for-Libor-and-other-probes.html.

246 Id.; Jill Treanor, Serious Fraud Office to seek extra £26.5m funding, The Guardian (Oct. 23, 2014), available at http://www.theguardian.com/law/2014/oct/23/serious-fraud-office-extra-funding-tchenguiz.

247 Julie DiMauro, UK says ‘no thanks’ to U.S.-style whistleblower rewards, The FCPA Blog (July. 31, 2014), available at http://www.fcpablog.com/blog/2014/7/31/uk-says-no-thanks-to-us-style-whistleblower-rewards.html#.

248 PRA, Financial Incentives for Whistleblowers (July 2014), available at http://www.fca.org.uk/your-fca/documents/financial-incentives-for-whistleblowers.

249 Id.

250 Id.

251 Press Release, SFO, The Serious Fraud Office and Vincent Tchenguiz announce settlement of civil claims (July 25, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-vincent-tchenguiz-announce-settlement-of-civil-claims.aspx.

252 Id.

253 Id.

254 Vincent Tchenguiz settles SFO damages claim, The Telegraph (July 25, 2014), available at http://www.telegraph.co.uk/finance/financial-crime/10991668/Vincent-Tchenguiz-settles-SFO-damages-claim.html.

255 Id.

256 Press Release, SFO, The Serious Fraud Office and Robert Tchenguiz announce settlement of civil claims (July 31, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-robert-tchenguiz-announce-settlement-of-civil-claims.aspx.

257 Id.

258 Id.; James Quinn, SFO settles with Robbie Tchenguiz, The Telegraph (July 31, 2014), available at http://www.telegraph.co.uk/finance/financial-crime/11002371/SFO-settles-with-Robbie-Tchenguiz.html.

259 Rita Trichur, Former SNC-Lavalin Executive Pleads Guilty to Bribery, Money Laundering, Wall St. J. (Oct. 1, 2014), available at http://online.wsj.com/articles/former-snc-lavalin-executive-pleads-guilty-to-bribery-money-laundering-1412188017 [hereinafter “Ben Aissa WSJ Article”]; Sophie Cousineau and Greg McArthur, Former SNC-Lavalin executive funnelled $160-million to Gadhafi son, RCMP says, The Globe and Mail (Jan. 25, 2013), available at http://www.theglobeandmail.com/news/national/former-snc-lavalin-exec-funnelled-160-million-to-gadhafi-son-rcmp-says/article7865504.

260 Rita Trichur, Former SNC-Lavalin Executive Pleads Guilty to Bribery, Money Laundering, Wall St. J. (Oct. 1, 2014), available at http://online.wsj.com/articles/former-snc-lavalin-executive-pleads-guilty-to-bribery-money-laundering-1412188017; James V. Grimaldi and Margaret Coker, Canadian Firm Recoups Cash in Bribery Case, Wall St. J. (Dec. 11, 2014), available at http://www.wsj.com/news/article_email/canadian-firm-recoups-cash-in-bribery-case-1418343614-lMyQjAxMTI0NTEwMjExOTIwWj?cb=logged0.39101461903192103[hereinafter “SNC-Lavalin Recoups Money Article”].

261 SNC-Lavalin Recoups Money Article, supra note 262.

262 Ben Aissa WSJ Article, supra note 261.

http://www.sfo.gov.uk/our-work/our-cases/case-progress/rolls-royce.aspx

http://www.bbc.co.uk/news/business-26155883

http://www.bloomberg.com/news/2014-09-02/u-k-prosecutors-plan-more-arrests-in-rolls-royce-probe.html

http://www.bloomberg.com/news/2014-09-02/u-k-prosecutors-plan-more-arrests-in-rolls-royce-probe.html

http://uk.reuters.com/article/2014/09/07/uk-rolls-royce-britain-sfo-idUKKBN0H20ID20140907

http://uk.reuters.com/article/2014/09/07/uk-rolls-royce-britain-sfo-idUKKBN0H20ID20140907

http://www.ft.com/intl/cms/s/d31ffaf8-32c9-11e4-93c6-00144feabdc0,Authorised=false.html?_i_location=http%3A%2F%2Fwww.ft.com%2Fcms%2Fs%2F0%2Fd31ffaf8-32c9-11e4-93c6-00144feabdc0.html%3Fsiteedition%3Dintl&siteedition=intl&_i_referer=#ixzz3LWF3Ayn7



http://www.sfo.gov.uk/about-us/our-views/director%27s-speeches/speeches-2014/david-green-cb-qc-speech-to-the-pinsent-masons-regulatory-conference.aspx

http://www.sfo.gov.uk/about-us/our-views/director%27s-speeches/speeches-2014/david-green-cb-qc-speech-to-the-pinsent-masons-regulatory-conference.aspx

http://www.sfo.gov.uk/about-us/our-views/other-speeches/speeches-2014/alun-milford%27s-speech-to-the-global-investigations-summit.aspx

http://www.telegraph.co.uk/finance/newsbysector/banksandfinance/11182222/Serious-Fraud-Office-asks-for-blockbuster-funding-to-help-pay-for-Libor-and-other-probes.html

http://www.telegraph.co.uk/finance/newsbysector/banksandfinance/11182222/Serious-Fraud-Office-asks-for-blockbuster-funding-to-help-pay-for-Libor-and-other-probes.html

http://www.theguardian.com/law/2014/oct/23/serious-fraud-office-extra-funding-tchenguiz

http://www.theguardian.com/law/2014/oct/23/serious-fraud-office-extra-funding-tchenguiz

http://www.fcpablog.com/blog/2014/7/31/uk-says-no-thanks-to-us-style-whistleblower-rewards.html#

http://www.fcpablog.com/blog/2014/7/31/uk-says-no-thanks-to-us-style-whistleblower-rewards.html#

http://www.fca.org.uk/your-fca/documents/financial-incentives-for-whistleblowers

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-vincent-tchenguiz-announce-settlement-of-civil-claims.aspx

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-vincent-tchenguiz-announce-settlement-of-civil-claims.aspx

http://www.telegraph.co.uk/finance/financial-crime/10991668/Vincent-Tchenguiz-settles-SFO-damages-claim.html

http://www.telegraph.co.uk/finance/financial-crime/10991668/Vincent-Tchenguiz-settles-SFO-damages-claim.html

http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-robert-tchenguiz-announce-settlement-of-civil-claims.aspx

http://www.telegraph.co.uk/finance/financial-crime/11002371/SFO-settles-with-Robbie-Tchenguiz.html

http://www.telegraph.co.uk/finance/financial-crime/11002371/SFO-settles-with-Robbie-Tchenguiz.html

http://online.wsj.com/articles/former-snc-lavalin-executive-pleads-guilty-to-bribery-money-laundering-1412188017


http://www.theglobeandmail.com/news/national/former-snc-lavalin-exec-funnelled-160-million-to-gadhafi-son-rcmp-says/article7865504



http://www.wsj.com/news/article_email/canadian-firm-recoups-cash-in-bribery-case-1418343614-lMyQjAxMTI0NTEwMjExOTIwWj?cb=logged0.39101461903192103

http://www.wsj.com/news/article_email/canadian-firm-recoups-cash-in-bribery-case-1418343614-lMyQjAxMTI0NTEwMjExOTIwWj?cb=logged0.39101461903192103


263 EX-SNC exec Riadh Ben Aissa extradited to face fraud charges, CBC News (Oct. 15, 2014), available at http://www.cbc.ca/news/canada/montreal/ex-snc-exec-riadh-ben-aissa-extradited-to-face-fraud-charges-1.2800218.

264 Catherine McLean and Stewart Bell, Former SNC-Lavalin executive Riadh Ben Aissa returning to Canada to face fraud, bribery and money laundering charges, National Post (Sept. 25, 2013), available at http://news.nationalpost.com/2013/09/25/former-snc-lavalin-executive-riadh-ben-aissa-returning-to-canada-to-face-fraud-bribery-and-money-laundering-charges/.

265 A&P Winter 2014 FCPA Newsletter, supra note 45, at 30-31.

266 Ex-McGill hospital boss Arthur Porter arrested in Panama, CBC News (May 27, 2013), available at http://www.cbc.ca/news/canada/montreal/ex-mcgill-hospital-boss-arthur-porter-arrested-in-panama-1.1302252.

267 John Nicol and Dave Seglins, Dr. Arthur Porter’s wife calls herself ‘pawn’ in fraud case, CBC News (Sept. 3, 2014), available at http://www.cbc.ca/news/canada/dr-arthur-porter-s-wife-calls-herself-pawn-in-fraud-case-1.2750548.

268 Greg Mcarthur, Two former SNC-Lavalin executives charged with bribery, other criminal offences, The Globe and Mail (Jan. 31, 2014), available at http://www.theglobeandmail.com/news/national/former-snc-lavalin-executive-charged-with-seven-criminal-offences/article16640145/ [hereinafter “SNC-Lavalin executives January 2014 Article”].

269 Former SNC-Lavalin execs, lawyer face charges, CBC News (Sept. 11, 2014), available at http://www.cbc.ca/news/business/former-snc-lavalin-execs-lawyer-face-charges-1.2762160 [hereinafter “SNC-Lavalin executives September 2014 Article”].

270 SNC-Lavalin executives January 2014 Article, supra note 270; SNC-Lavalin executives September 2014 Article, supra note 271.

271 SNC-Lavalin executives January 2014 Article, supra note 270.

272 Id.; Graeme Hamilton and Nicolas Van Praet, Former SNC-Lavalin executive Riadh Ben Aissa pleads guilty to corruption charges, Financial Post (Oct. 17, 2014), available at http://business.financialpost.com/2014/10/01/snc-riadh-ben-aissa-pleads-guilty/ [hereinafter “Ben Aissa Plea Article”].

273 A&P Winter 2014 FCPA Newsletter, supra note 45.

274 SeePressRelease,TheWorldBank,WorldBankDebarsSNC-LavalinInc.anditsAffiliatesfor10years(Apr.17,2013),available at http://www.worldbank.org/en/news/press-release/2013/04/17/world-bank-debars-snc-lavalin-inc-and-its-affiliates-for-ten-years.

275 Dave Seglins and John Nicol, SNC-Lavalin offices in Algeria raided amid bribery probe, CBC News (June 3, 2013), available at http://www.cbc.ca/news/canada/snc-lavalin-offices-in-algeria-raided-amid-bribery-probe-1.1348485.

276 SNC-Lavalin Recoups Money Article, supra note 262.

277 Id.

278 Ben Aissa Plea Article, supra note 274.

279 PetroleoBrasileiroS.A.−Petrobras,Report ofForeign Issuer (Form6-K), at 1 (Dec. 15, 2014),available at http://www.sec.gov/Archives/edgar/data/1119639/000129281414002880/pbra20141212_6k.htm [hereinafter “Petrobus December 15, 2014 6-K”].

280 See Brazilian oil company Petrobras sued by US city, BBC (Dec. 26, 2014), available at http://www.bbc.com/news/world-latin-america-30607403 [hereinafter “Petrobras US City Article”]; Brazil company executives charged in Petrobras scandal, BBC (Dec. 11, 2014), available at http://www.bbc.com/news/world-latin-america-30442790 [hereinafter Petrobras Executives Charged Article”].

281 See Petrobras Executives Charged Article, supra note 282.

282 See Petrobras US City Article, supra note 282.

283 See Petrobras Executives Charged Article, supra note 282.

284 See Petrobras US City Article, supra note 282; Petrobras Executives Charged Article, supra note 282.

285 PetroleoBrasileiroS.A.−Petrobras,Report ofForeign Issuer (Form6-K), at 1 (Nov.25, 2014),available at http://www.sec.gov/Archives/edgar/data/1119639/000129281414002722/pbra20141124_6k1.htm.

286 See Brazil’s Petrobras says received U.S. SEC subpoena for documents, Reuters (Nov. 24, 2014), available at http://www.reuters.com/article/2014/11/24/brazil-petrobras-sec-idUSL2N0TE1UY20141124.

287 PetroleoBrasileiroS.A.−Petrobras,Report ofForeign Issuer (Form6-K), at 1 (Dec. 10, 2014),available at http://www.sec.gov/Archives/edgar/data/1119639/000129281414002836/pbra20141210_6k.htm; Petrobras December 15, 2014 6-K, supra note 281, at 1.

288 Jeb Blount, Petrobras faces class-action lawsuit in New York court over graft, Reuters (Dec. 8, 2014), available at http://www.reuters.com/article/2014/12/08/brazil-petrobras-lawsuit-idUSL1N0TS20D20141208.

289 See Petrobras US City Article, supra note 282.

290 Joe Palazzolo and Rogerio Jelmayer, Brazil Files Bribery Charges in Embraer Aircraft Sale to Dominican Republic, Wall St. J. (Sept. 23, 2014), available at http://www.wsj.com/articles/brazil-files-bribery-charges-in-embraer-aircraft-sale-to-dominican-republic-1411502236.

291 Takahiko Hyuga, Ex-Deutsche Bank Salesman Withdraws Appeal to Tokyo Court, Bloomberg (Nov. 27, 2014), available at http://www.bloomberg.com/news/2014-11-27/ex-deutsche-bank-salesman-withdraws-appeal-to-tokyo-court.html.

292 A&P Winter 2014 FCPA Newsletter, supra note 45, at 31.

293 A&P Summer 2014 FCPA Newsletter, supra note 116, at 28.

294 Silvia Aloisi, RPT - Large part of Eni’s Nigerian oil deal cash went on bribes - Italian prosecutors, Reuters (Oct. 2, 2014), available at http://www.reuters.com/article/2014/10/02/eni-nigeria-investigation-idUSL6N0RX14220141002 [hereinafter “Reuters Eni Article”].

295 Press Release, Eni, No illegal conduct on OPL 245 acquisition, (Sept. 11, 2014), available at http://www.eni.com/en_IT/media/press-releases/2014/09/2014-09-11-bribes_corruption_Nigeria_CEO_Claudio_Descalzi_Eni_denies_illegal_conduct.shtml.

http://www.cbc.ca/news/canada/montreal/ex-snc-exec-riadh-ben-aissa-extradited-to-face-fraud-charges-1.2800218

http://www.cbc.ca/news/canada/montreal/ex-snc-exec-riadh-ben-aissa-extradited-to-face-fraud-charges-1.2800218

http://news.nationalpost.com/2013/09/25/former-snc-lavalin-executive-riadh-ben-aissa-returning-to-canada-to-face-fraud-bribery-and-money-laundering-charges/

http://news.nationalpost.com/2013/09/25/former-snc-lavalin-executive-riadh-ben-aissa-returning-to-canada-to-face-fraud-bribery-and-money-laundering-charges/

http://www.cbc.ca/news/canada/montreal/ex-mcgill-hospital-boss-arthur-porter-arrested-in-panama-1.1302252

http://www.cbc.ca/news/canada/montreal/ex-mcgill-hospital-boss-arthur-porter-arrested-in-panama-1.1302252

http://www.cbc.ca/news/canada/dr-arthur-porter-s-wife-calls-herself-pawn-in-fraud-case-1.2750548

http://www.cbc.ca/news/canada/dr-arthur-porter-s-wife-calls-herself-pawn-in-fraud-case-1.2750548

http://www.theglobeandmail.com/news/national/former-snc-lavalin-executive-charged-with-seven-criminal-offences/article16640145/

http://www.cbc.ca/news/business/former-snc-lavalin-execs-lawyer-face-charges-1.2762160

http://www.cbc.ca/news/business/former-snc-lavalin-execs-lawyer-face-charges-1.2762160

http://business.financialpost.com/2014/10/01/snc-riadh-ben-aissa-pleads-guilty/

http://www.worldbank.org/en/news/press-release/2013/04/17/world-bank-debars-snc-lavalin-inc-and-its-affiliates-for-ten-years

http://www.worldbank.org/en/news/press-release/2013/04/17/world-bank-debars-snc-lavalin-inc-and-its-affiliates-for-ten-years

http://www.cbc.ca/news/canada/snc-lavalin-offices-in-algeria-raided-amid-bribery-probe-1.1348485

http://www.cbc.ca/news/canada/snc-lavalin-offices-in-algeria-raided-amid-bribery-probe-1.1348485

http://www.sec.gov/Archives/edgar/data/1119639/000129281414002880/pbra20141212_6k.htm


http://www.bbc.com/news/world-latin-america-30607403

http://www.bbc.com/news/world-latin-america-30442790

http://www.sec.gov/Archives/edgar/data/1119639/000129281414002722/pbra20141124_6k1.htm

http://www.sec.gov/Archives/edgar/data/1119639/000129281414002722/pbra20141124_6k1.htm

http://www.reuters.com/article/2014/11/24/brazil-petrobras-sec-idUSL2N0TE1UY20141124

http://www.reuters.com/article/2014/11/24/brazil-petrobras-sec-idUSL2N0TE1UY20141124



http://www.reuters.com/article/2014/12/08/brazil-petrobras-lawsuit-idUSL1N0TS20D20141208

http://www.reuters.com/article/2014/12/08/brazil-petrobras-lawsuit-idUSL1N0TS20D20141208

http://www.wsj.com/articles/brazil-files-bribery-charges-in-embraer-aircraft-sale-to-dominican-republic-1411502236

http://www.bloomberg.com/news/2014-11-27/ex-deutsche-bank-salesman-withdraws-appeal-to-tokyo-court.html

http://www.bloomberg.com/news/2014-11-27/ex-deutsche-bank-salesman-withdraws-appeal-to-tokyo-court.html

http://www.reuters.com/article/2014/10/02/eni-nigeria-investigation-idUSL6N0RX14220141002

http://www.reuters.com/article/2014/10/02/eni-nigeria-investigation-idUSL6N0RX14220141002

http://www.eni.com/en_IT/media/press-releases/2014/09/2014-09-11-bribes_corruption_Nigeria_CEO_Claudio_Descalzi_Eni_denies_illegal_conduct.shtml

http://www.eni.com/en_IT/media/press-releases/2014/09/2014-09-11-bribes_corruption_Nigeria_CEO_Claudio_Descalzi_Eni_denies_illegal_conduct.shtml


296 Id.

297 Tim Cocks, UK police probing Shell, ENI Nigerian oil block deal, Reuters (July 24, 2013), available at http://uk.reuters.com/article/2013/07/24/uk-shell-eni-nigeria-idUKBRE96N0L020130724.

298 See Reuters Eni Article, supra note 296.

299 OECD Foreign Bribery Report: An Analysis of the Crime of Bribery of Foreign Public Officials, (OECD Publishing 2014), available at http://dx.doi.org/10.1787/9789264226616-en [hereinafter “OECD Foreign Bribery Report”].

300 Id. at 8.

301 Id.

302 Id.

303 Id.

304 OECD Foreign Bribery Report, supra note 301, at 8.

305 Id.

306 Id. at 9.

307 Id.

308 Id.

309 Transparency Int’l, 2014 Corruption Perceptions Index (Dec. 3, 2014), available at http://www.transparency.org.uk/news-room/12-blog/1178-corruption-perceptions-index-2014.

310 Press Release, Transparency Int’l, Corruption Perceptions Index 2014: Clean Growth at Risk (Dec. 3, 2014), available at http://www.transparency.org/news/pressrelease/corruption_perceptions_index_2014_clean_growth_at_risk [hereinafter “Corruption Perceptions Index 2014”].

311 Transparency Int’l, Corruption Perceptions Index 2014: Results, available at http://www.transparency.org/cpi2014/results.

312 Corruption Perceptions Index 2014, supra note 312.

313 Id.

314 Id.

315 Transparency International, Mission, Vision and Values, available at http://www.transparency.org/whoweare/organisation/mission_vision_and_values.

316 Exporting Corruption: Progress Report 2014: Assessing enforcement of the OECD Convention on Combating Foreign Bribery, Transparency International (Oct. 23, 2014), available at http://files.transparency.org/content/download/1573/11296/file/2014_ExportingCorruption_OECDProgressReport_EN.pdf [hereinafter,“TIOECDReport”]; seeOECD,ConventionofCombatingBriberyofForeignPublicOfficials in InternationalBusinessTransactions(adopted Nov. 21, 1997), available at http://www.oecd.org/daf/anti-bribery/ConvCombatBribery_ENG.pdf.

317 TI OECD Report, supra note 318, at 4-5.

318 TheTIOECDReportexplainsthat“both“ModerateEnforcement”and“LimitedEnforcement”indicateinsufficientdeterrence,while“LittletoNoEnforcement” indicates no deterrence at all. Id. at 3.

319 Id.

320 Id. at 5.

321 Id.

322 Id. at 8.

323 Id.

324 Id. at 9.

325 We thank Daniel Bernstein, Alex Berz, Ron Ghatan, Blake Huffman, Dorian Hurley, Jennifer Kang, Colleen Lima, Catherine Long, Meghan C. Martin, Brittany McClure, James McSweeney, Daniel Ostrow, Carmela Romeo, Julie Simeone, Pedro Soto, and Brandie Weddle for their contributions to this publication.

http://uk.reuters.com/article/2013/07/24/uk-shell-eni-nigeria-idUKBRE96N0L020130724

http://uk.reuters.com/article/2013/07/24/uk-shell-eni-nigeria-idUKBRE96N0L020130724

http://dx.doi.org/10.1787/9789264226616-en

http://www.transparency.org.uk/news-room/12-blog/1178-corruption-perceptions-index-2014

http://www.transparency.org.uk/news-room/12-blog/1178-corruption-perceptions-index-2014

http://www.transparency.org/news/pressrelease/corruption_perceptions_index_2014_clean_growth_at_risk

http://www.transparency.org/news/pressrelease/corruption_perceptions_index_2014_clean_growth_at_risk

http://www.transparency.org/cpi2014/results

http://www.transparency.org/whoweare/organisation/mission_vision_and_values.

http://files.transparency.org/content/download/1573/11296/file/2014_ExportingCorruption_OECDProgressReport_EN.pdf

http://www.oecd.org/daf/anti-bribery/ConvCombatBribery_ENG.pdf