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A Further Reminder That The FCPA Has Always Been A Law Much Broader Than Its Name Suggests


The Foreign Corrupt Practices Act has always been a law much broader than its name suggests.

Sure, the FCPA contains anti-bribery provisions which concern foreign bribery.

Sure, the FCPA’s books and records and internal controls provisions can be implicated in foreign bribery schemes.

However, the fact remains that most FCPA enforcement actions (that is enforcement actions that charge or find violations of the FCPA’s books and records and internal controls provisions) have nothing to do with foreign bribery and these provisions are among the most generic legal provisions one can possibly find.

The latest example is this recent SEC enforcement action against Cantaloupe Inc. (a manufacturer and distributor of cashless payment devices which operated under the name USA Technologies Inc. prior to April 2021).

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If The SEC Were An Issuer …

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The FCPA’s books and records and internal control provisions require issuers (generally FCPA speak for publicly-traded companies) to: (i) “make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;” and (ii) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (among other things) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary to maintain accountability of assets, and access to assets is permitted only in accordance with management’s general or specific authorization.

The SEC enforces these provisions against issuers – often in expansive ways.

The SEC, of course, is not an issuer, but every so often it is interesting to spend a few moments in “hypothetical land.” (See this prior post). What if the SEC were an issuer?

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Up North


The Corruption of Foreign Public Officials Act (CFPOA) is Canada’s version of the Foreign Corrupt Practices Act.

This previous post highlighted how a customer of Ultra Electronic Foreign Technology (UEFTI – a company that provides technology and solutions that help law enforcement and border security agencies around the world prevent and solve crime) charged UEFTI with CFPOA offenses.

The customer was Canada’s Royal Canadian Mounted Police (RCMP).

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This Week On FCPA Professor


FCPA Professor has been described as “the Wall Street Journal concerning all things FCPA-related,” and “the most authoritative source for those seeking to understand and apply the FCPA.”

Set forth below are the topics discussed this week on FCPA Professor.

As discussed here, Gartner Inc. (a technological research and consulting company) resolved a $2.5 million FCPA enforcement action concerning conduct in South Africa. This post highlights additional issues to consider from the enforcement action.

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Record $279 Million Whistleblower Award Made In Connection With Ericsson FCPA Matter – Even Though The Information Was Provided After The SEC Had Already Opened An Investigation Of The Company


According to this recent Wall Street Journal article:

“The record $279 million whistleblower award issued by the Securities and Exchange Commission earlier this month stemmed from a bribery case against telecommunications company Ericsson.” (See here for the prior post about the 2019 enforcement action).

Even though the SEC’s whistleblower award is highly redacted, the few portions that are readable are interesting.

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