Books & Records The Foreign Corrupt Practices Act

News & Analysis as of

SEC Settles FCPA Charges Tied to Payments to Health Care Professionals

The SEC filed another settled action in which payments to health care professionals at state owned entities in China were alleged to be violations of the Foreign Corrupt Practices Act. Although the company furnished extensive...more

Cooperation, the SEC and FOIA

A critical part of cooperating with an SEC or DOJ investigation for FCPA or other possible violations is the production of documents. In order for the company to assess what happened it must conduct an internal investigation...more

Texas Supreme Court Applies Absolute Privilege to Statements in FCPA Investigations

You may remember the 2013 Texas Court of Appeals case involving Shell Oil Company and Robert Writt. We covered it here, and it left FCPA internal investigations based in Texas in an awkward spot. To recap very briefly, in...more

FCPA: Anti-Bribery Provisions

The Foreign Corrupt Practices Act (FCPA) addresses the problem of international corruption in two ways: (1) the anti-bribery provisions prohibit individuals and businesses from bribing foreign government officials in order to...more

Why Did BHP Billiton Settle an FCPA Case Including 7+ Year-Old Conduct?

Remember the Water Cube from the 2008 Olympics in Beijing? BHP Billiton has probably had reason to think about it recently. On Wednesday it settled an FCPA case with the SEC arising out of the company’s sponsoring the...more

Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose [Video]

In this episode I visit with Mara Senn, a partner at Arnold & Porter on how to think through a FCPA investigation and she provides a decision making calculus on how to make a decision...more

SEC Looks to Increase Focus on Enforcement of FCPA Accounting Provisions

Government enforcement of the Foreign Corrupt Practices Act (FCPA) typically involves both criminal charges pursued by the Department of Justice (DOJ), and civil charges from the Securities and Exchange Commission (SEC). Last...more

Fuchs Family Trust v. Parker Drilling Co., C.A. No. 9986-VCN (Del. Ch. Mar. 4, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery denied a stockholder request for inspection of books and records pursuant to 8 Del. C. § 220 (“Section 220”). The Court held, among other things, that the requesting...more

FCPA Books and Records and Internal Controls Enforcement – A Retrospective (Part III of IV)

Plan for the future because that’s where you are going to spend the rest of your life. – Mark Twain. The SEC enforces its books and records and internal controls provisions, most of which involve non-FCPA violations....more

FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II [Video]

In this episode which is Part II of my look at SEC enforcement of the FCPA, I consider whether profit disgorgement is available to the SEC in a strict liability enforcement action of violation of internal controls. ...more

Internal Accounting Controls – The Framework for Enforcement (Part II of IV)

When you review the actual law surrounding books and records and internal controls, you wonder to yourself what took the Justice Department and the SEC so long to discover the full power of the provisions....more

Internal Controls Enforcement (Part I of IV)

I was recently inspired by Tom Fox’s excellent writings on the COSO 2013 framework, and his examination of internal controls issues – see here, here, and here. Today, I begin my own series on internal controls but from a...more

FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action [Video]

In this episode I take a deep dive into the Goodyear FCPA enforcement action. I review the underlying allegations and the lessons learned for the compliance practitioner. ...more

Stating Proper Purpose Doesn’t Guarantee Books-and-Records Entitlement

It is well settled that stockholders of Delaware companies generally have the right to inspect the company's books and records upon the showing of a proper purpose. However, as demonstrated in the Court of Chancery's decision...more

The FCPA Mandate in a Nutshell

The consequences of an investigation into bribery allegations can be tricky for any manufacturing company, so it’s important to understand the U.S. anti-bribery provisions. As discussed in our Foreign Corrupt Practices Act...more

Delaware Chancery Court Addresses Proper Purpose for Inspection Demand

The Delaware Court of Chancery recently held that a shareholder was not entitled to inspect records concerning alleged violations of the Foreign Corrupt Practices Act (FCPA) because the shareholder was barred from pursuing...more

SEC FCPA Enforcement Action against Goodyear and Investigation of Mondelez International Provide Valuable Lessons for U.S....

Action Item: The Securities and Exchange Commission’s enforcement action against Goodyear Tire & Rubber Company and its investigation of Mondelez International provide key lessons to U.S. companies seeking to acquire foreign...more

With No Civil Penalty, Goodyear FCPA Settlement Highlights Benefits of Cooperation and Remedial Actions

The Securities & Exchange Commission (“SEC”) announced last week that it charged The Goodyear Tire & Rubber Company (“Goodyear”) with violating the Foreign Corrupt Practices Act (“FCPA”), and that Goodyear agreed to pay more...more

Goodyear FCPA Settlement Highlights Importance of Thorough Pre-Acquisition Due Diligence

On February 24 the SEC charged Ohio-based Goodyear Tire and Rubber Company with violating the books and records provisions of the Foreign Corrupt Practices Act (FCPA). Goodyear agreed to  pay $16.2 million to settle the...more

Goodyear Rolls Out $16 M Settlement With SEC, Putting Brakes on FCPA Charges

On February 24, 2015, the SEC announced that it had reached an agreement with Goodyear Tire & Rubber Co. (“Goodyear”) for Goodyear to disgorge more than $16 million to settle FCPA charges stemming from its Kenyan and Angolan...more

Minnie Minoso Broke Barriers; Goodyear Pushes Compliance Forward

Yesterday we celebrated the hard-nosed playing style of Anthony Mason, who recently passed away. Today we honor a true pioneer in professional baseball, Minnie Minoso, or Mr. White Sox. Minoso was the first black Cuban to...more

Goodyear Settles SEC’s FCPA Charges for $16M – Investigation Underscores Importance of Pre-Acquisition Due Diligence and Oversight...

On February 24, 2015, the Securities and Exchange Commission (SEC) announced that it had settled its Foreign Corrupt Practices Act (FCPA) investigation of payments made by two subsidiaries of The Goodyear Tire & Rubber...more

Alstom Guilty Plea Sends Strong Message that DOJ Has Harsh View of Inadequate Internal Controls and Failure to Fully Cooperate

On December 22, 2014, French power and transportation company Alstom S.A. (“Alstom”) pleaded guilty to violating the Foreign Corrupt Practices Act (“FCPA”) and agreed to pay $772.29 million, the largest criminal fine ever...more

FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I [Video]

In this episode I begin a two-part review of the 2014 FCPA year. In this episode I review some of the significant corporate enforcement actions. ...more

Avon Settles FCPA Charges

On December 17, 2014, Avon Products, Inc. (“Avon”) resolved Foreign Corrupt Practices Act (FCPA) investigations being conducted by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) with a...more

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