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Biomet Becomes An FCPA Repeat Offender


For many years, the DOJ has advanced the policy position that DPAs and NPAs “have had a truly transformative effect on particular companies and, more generally, on corporate culture across the globe.” (See here for the prior post). Specifically in the Foreign Corrupt Practices Act context, the DOJ has stated that “the companies against which DPAs and NPAs have been brought have often undergone dramatic changes.”  (See here for the prior post).

As highlighted here, in March 2012 Biomet resolved an FCPA enforcement action involving alleged conduct in Brazil, Argentina, and China by agreeing to pay approximately $22.8 million ($17.3 million via a DOJ deferred prosecution agreement, and $5.5 million via a settled SEC civil complaint).

Since then, FCPA Professor has chronicled (herehere and here) how Biomet’s DPA was extended, how the DOJ ultimately came to conclude that Biomet had breached its DPA based on subsequent improper conduct, and how an additional FCPA enforcement was expected.

Last week, the DOJ and SEC announced (here and here) the additional FCPA enforcement action against Zimmer Biomet Holdings (in 2015 Zimmer Holdings acquired Biomet) and Biomet. As highlighted below, a portion of the improper conduct involved the same distributor in Brazil that gave rise to the 2012 FCPA enforcement action.

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New Year’s Resolution – Elevate FCPA Knowledge In Sunny Miami Next Week


If your professional wishlist includes elevating your Foreign Corrupt Practices Act knowledge and practical skills, you can start 2017 off right by attending the FCPA Institute – Miami on January 12-13, 2017.

The below video introduces you to the FCPA Institute; how the FCPA Institute is different than other FCPA conferences; the substantive knowledge and practical skills participants gain by attending the FCPA Institute; and what prior FCPA Institute “graduates” have said about their experience.

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Thank You For Reading FCPA Professor In 2016

Thank You

This is the 325th and final post of 2016.

2016 was a record-breaking year in terms of the number of corporate enforcement actions as well as overall corporate settlement amounts. Each enforcement action was summarized in an in-depth manner and in real-time on FCPA Professor and FCPA Professor also covered DOJ and SEC policy developments and other related issues in a comprehensive and candid matter. All of this takes time, money, and substantial effort.

If FCPA Professor added value to your practice or business or otherwise enlightened your day in 2016 and caused you to contemplate the issues in a more sophisticated way, please consider a donation to help defray the expenses associated with this free public website.

I look forward to your readership in 2017.

A Christmas Classic

Christmas Star

A Christmas classic from James McGrath, a valued colleague in the FCPA space with a candid wit, who passed away in 2014. The below post originally appeared on McGrath’s Internal Investigations Blog on December 24, 2012.


The allegations being investigated surround gifts being given by individual businessmen to the family of an Israeli government official a number of years ago.  These businessmen – a Mr. Balthasar, a Mr. Gaspar, and a Mr. Melchior – supposedly provided a family in the royal line of King David with significant gifts, including gold, frankincense, and myrrh, in return for favorable consideration of an as-yet undetermined project in the Middle East.

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A Refreshing Reminder From The Delaware Courts – “Good Faith, Not A Good Result, Is What Is Required Of The Board”

Judicial Decision

This August 2016 post titled “Taking Care of Caremark” highlighted the often thin analysis of the so-called Caremark standard by many FCPA commentators.

By way of background, a corporate director’s duty of good faith has evolved over time to include an obligation to attempt in good faith to assure that an adequate corporate information and reporting system exists. In Caremark (a 1996 decision by the Delaware Court of Chancery – a trial court), the court held that a director’s failure to do so, in certain circumstances, may give rise to individual director liability for breach of fiduciary duty.

Whereas Caremark answered the “could” question, Stone v. Ritter (a more important 2006 decision by the Delaware Supreme Court) answered the “when” question and the “when” question (when can directors face individual liability for internal control failures) is not nearly the boogeyman that many FCPA commentators make it out to be.

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