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Friday Roundup

Roundup

Scrutiny alerts and updates, charged, it needs to stop, and my answer. It’s all here in the Friday roundup.

Scrutiny Alerts and Updates

Plantronics/Polycom

In March 2018, Plantronics (an audio communications company) announced that it entered into a definitive agreement by which it would acquire Polycom in a cash and stock transaction valued at $2.0 billion. The transaction closed in early July and recently Plantronics disclosed:

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Deputy Assistant AG Miner On M&A Issues, The DOJ’s Opinion Procedure Program, And Other Issues (With Rebuttal)

miner

As highlighted in this prior post, while in private practice Matthew Miner criticized the “Yates Memo,” DOJ transparency, the deficiencies of DOJ guidance as a solution in the FCPA space, and the FCPA’s “foreign official” element.

Now that he is Deputy Assistant Attorney General and – in his words – “wear[ing] a different hat,” Miner largely read from the DOJ’s FCPA script in this speech yesterday.

This post excerpts Miner’s speech and provides various rebuttal points.

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Beam Pours $8.2 Million Into The Treasury And Becomes The Latest Alcoholic Beverage Company To Resolve An FCPA Enforcement Action Based On India Conduct

Beam

First it was alcoholic beverage company Diageo based on conduct in India and elsewhere (see here).

Then it was alcoholic beverage company ABInBev based on conduct in India (see here).

Yesterday, the SEC announced yet another Foreign Corrupt Practices Act enforcement action against an alcoholic beverage company for conduct in India.

This time it was Beam Inc. (now known as Beam Suntory Inc.) which up until April 2014 had shares traded on the New York Stock Exchange until Suntory Holdings Limited (a Japanese company) acquired Beam which thereafter delisted from the NYSE.

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Dun & Bradstreet Resolves $9.2 Million Enforcement Action Based On Conduct Of Two Indirect Chinese Subsidiaries From 6-12 Years Ago

D&B

As highlighted in this prior post, over six years ago Dun & Bradstreet (a leading source of commercial information and insight on businesses) announced that it was under Foreign Corrupt Practices Act scrutiny concerning conduct in China.

Yesterday, the SEC (Snails-Pace Enforcement Commission) announced that D&B agreed to resolve an FCPA enforcement action by paying approximately $9.2 million to “arising from improper payments made by two Chinese subsidiaries.”

This administrative order states, in summary fashion:

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Canada-Based Kinross Gold Corp. Resolves Approximate $1 Million SEC Action Because Its Acquired Indirect African Subsidiaries Had Deficient Internal Controls

Kinross

Silly you for believing certain commentator hype that the Trump SEC would stop enforcing the Foreign Corrupt Practices Act or for thinking that the general lull in SEC corporate enforcement during the fourth quarter of 2017 meant anything.

In the second SEC corporate FCPA enforcement action in the last 2.5 weeks (see here for the prior Elbit Imaging action), the SEC announced yesterday that Canada-based Kinross Gold Corporation (a company with shares traded on the New York Stock Exchange) resolved an enforcement action “arising from the company’s repeated failure to implement adequate accounting controls of two African subsidiaries.” Without admitting or denying the SEC’s finding in this administrative order, Kinross agreed to, among other things, pay a $950,000 civil penalty.

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