The Impact Of The New FCPA Guidance On Reform Efforts
Today’s post is from former Attorney General Alberto R. Gonzales.
*****
The Impact of the New FCPA Guidance on Reform Efforts
Hon. Alberto R. Gonzales, Counsel at Waller Lansden
As Professor Mike Koehler noted in his recent post, the DOJ previously declined to issue FCPA guidance on numerous occasions, despite specific recommendations from Congress and the Organisation for Economic Co-Operation and Development. That position changed after the U.S. Chamber of Commerce issued a position paper in October 2010 identifying perceived faults in the statute and enforcement of it and proposing certain recommendations for reform. Under the title “Restoring Balance: Proposed Amendments to the Foreign Corrupt Practices Act,” the Chamber advocated five specific reforms:
• Adding a compliance defense;
• Limiting a company’s liability for the prior actions of a company it has acquired;
• Adding a “willfulness” requirement for corporate criminal liability;
• Limiting a company’s liability for acts of a subsidiary; and
• Better defining a “foreign official” under the statute.
In a speech approximately one year later, Assistant Attorney General Lanny Breuer specifically referenced the Chamber’s reform efforts, among those carried out by unnamed others. While AAG Breuer expressed a willingness to “work[] with Congress on ways to improve our criminal laws” he also took pains “to be clear about one thing with respect to these proposals: we have no intention whatsoever of supporting reforms whose aim is to weaken the FCPA and make it a less effective tool for fighting foreign bribery.” Later in the speech, he noted that the Department had recently taken “considered suggestions about FCPA enforcement into account,” referencing his personal involvement in discussions with industry representatives at a Department of Commerce sponsored roundtable. He then spoke of the Department’s ongoing efforts to prepare what would become the guidance, suggesting that such discussions would serve to inform that process.
While AAG Breuer touted the Department’s consideration of industry viewpoints in preparing the guidance, it is less than clear whether the efforts by reformers were causally, as opposed to merely temporally, related to the guidance’s formulation. A skeptic might conclude that the Department fashioned the guidance solely in an effort to derail reform efforts, which were beginning to gather support in Congress. One adopting that stance would view the guidance as less of a genuine attempt to increase transparency relating to the government’s enforcement approach or provide insight on how companies might structure suitably effective compliance programs, and more of a calculated bid to give the impression of compromising on reform efforts without actually conceding any ground.
While interesting to ponder, the question of whether the reform efforts triggered the guidance is far less important than the question of its effect upon reform efforts. That answer may depend on the responses to the following three questions:
1) does the guidance constitute a concession on any of the reforms sought?
2) if not, does the guidance refute, beyond all reasonable debate, the need for such reforms?
3) regardless of whether the guidance forecloses the contentions advanced by reformers, does it effectively overcome the perceived need for reform?
Answering the first question is relatively easy: nothing in the guidance reflects agreement with or constitutes a concession regarding proposed major reforms. While the guidance extols the virtues of an effective compliance program and catalogues general principles regarding its construction and maintenance, it offers no indication that the government believes that existence of a compliance program – even one that is unquestionably robust – should automatically shield the company from FCPA liability as a matter of law. (Any lingering uncertainty regarding the government’s position on this point was resolved when, during a panel discussion at the American Conference Institute’s 2012 National Conference on the FCPA, AAG Breuer made clear Department’s wholesale rejection of the need for any such modification to the statute). Similarly, the guidance details the underpinnings of the government’s views on parent-subsidiary liability and successor liability, but offers no indication of a perceived need for reform on either topic. The guidance compiles a list of “non-exclusive factors to be considered” in evaluating whether an individual may fairly be deemed associated with a “department, agency or instrumentality” of a foreign government, but offers nothing to suggest that a formal definition is necessary in the statute. Finally, the guidance dedicates a scant three paragraphs to the wilfulness issue, disregarding entirely reformers’ claimed deficiency regarding corporate prosecutions, much less their proposed solutions.
Resolving the second inquiry is more difficult. In some areas (particularly discussion of successor liability), the guidance makes a persuasive case against the need for reform simply by demonstrating the government’s commitment to a principled and logical approach. But this is unlikely to tamp out all dispute on those issues, so it becomes necessary to take a more holistic approach to evaluation of the guidance.
While the enforcement agencies have received near universal praise for their efforts in compiling the guidance, there has been almost equal uniformity in the belief that the guidance fails to break any new substantive legal ground. If one accepts that as true (and the recent public pronouncements by FCPA enforcers in the wake of the guidance have not suggested they disagree), it would seem difficult to suggest that the need for the substantive reforms sought has been alleviated. If nothing has changed in the way the government interprets and enforces the statute, how can previous calls for reform be deemed answered?
Nevertheless, the sheer bulk of the guidance – 120 pages, 418 footnotes – constitutes an imposing presence. In addition to its size, the guidance’s substance further undercuts the case for reform. The guidance represents an expansive defense of the legitimacy of the government’s FCPA enforcement methodology, operating to tether positions previously staked out to particular authorities. Although a good number of those “authorities” are simply prior enforcement actions brought, and pronouncements made by the government itself, the guidance nevertheless creates a compelling impression that the FCPA is enforced in a straightforward and consistent fashion.
It is this impression which informs and is likely to resolve the third question. The guidance itself emphasizes that many areas of FCPA enforcement are subject to multi-factor tests and not bright line rules. However, the guidance represents perhaps the most detailed articulation by the government of any area of criminal law enforcement. Regardless of whether it actually resolves (or even addresses) the specific reforms proposed by the Chamber and others, the guidance’s issuance effectively refutes the notion – implicit in the reform efforts – that FCPA enforcement is a black box which leaves exposed even those companies who undertake sincere efforts to comply with the statute’s mandates. Whether under the principles of the fair warning doctrine or otherwise, advancing the notion post-guidance that those subject to the FCPA lack meaningful notice about the types of conduct than can and will be prosecuted would seem challenging at best. It will likely take some systemic pattern of enforcement at odds with the guidance’s pronouncements, or sufficiently egregious anecdotal evidence, to overcome the image that the guidance fosters.
As noted previously by Professor Koehler, those advocating FCPA reforms already face the task overcoming the suggestion that they are “soft on bribery” (or worse, supportive of it) and are in fact seeking to weaken the government’s ability to deter and prosecute such conduct. The guidance’s issuance steepens the climb for reformers, because it has created the perception of removing the element of uncertainty upon which much of the reformers’ claims of unfairness were premised. While the guidance can hardly be deemed a death knell for FCPA reform efforts, it certainly delays and likely hinders those endeavors.
Canada’s Jurisdictional Test
Today’s post is from FCPA Professor Canada expert Mark Morrison (Blake, Cassels & Graydon). Michael Dixon (Blake, Cassels & Graydon) and Derek Jugnauth (Student of Law) also contributed to the post.
*****
Canada’s Jurisdictional Test
Like many of its international partners, Canada has domestic legislation designed to advance bedrock anti-corruption principles underlying the OECD Convention against bribing foreign public officials. However, Canada stands alone in terms of its jurisdictional approach. While all other signatories have embraced both nationality and territoriality based jurisdictional principles, Canada relies solely on the latter to give effect to the Corruption of Foreign Public Officials Act (CFPOA).
Territorial jurisdiction means that unless a significant portion of the activities constituting the offence take place in Canada the CFPOA does not apply. Considering the CFPOA is intended to capture conduct that is inherently likely to take place outside of the country, the Canadian approach appears at odds with the inherent purpose of the CFPOA. In practical terms, this could mean that a Canadian flying from a Canadian airport to a foreign jurisdiction to meet with a foreign public official in order to pay or promise a benefit is conduct that would likely be beyond the reach of the CFPOA.
However, change “Canadian” to “American” and “Canada” to the “United States” in the above example and the outcome would be diametrically opposite under the U.S. Foreign Corrupt Practice Act. Why the difference? When drafting the CFPOA, Parliament expressed its confidence in the sufficiency of Canada’s common law test for extending the territorial reach of the criminal law to circumstances taking place, in part, outside of the country. That test is whether there is “a real and substantial link” between the offence and Canada. If not, Canadian law does not apply
Of course whether a real and substantial link exists will turn on the facts, can be unpredictable, and will – at times – yield questionable results. For example, in a case called R. v. B.(O.), the Ontario Court of Appeal held that Canadian courts did not have jurisdiction over a Canadian trucker who sexually assaulted his 13-year-old Canadian granddaughter in his Canadian registered vehicle while travelling through the U.S. en route back to Canada. Moreover, given that Canada has only recorded two convictions under the CFPOA – both the result of guilty pleas – courts have not yet had the opportunity to consider the jurisdictional question in the context of foreign bribery. Until now.
In 2010 the Royal Canadian Mounted Police laid charges under the CFPOA against Nazir Karigar. Investigators allege Mr. Karigar paid significant bribes to a former Mumbai police chief and Indian cabinet minister in exchange for showing favour to a Canadian security company in relation to a lucrative $100-million Air India contract. At the time Mr. Karigar was head of that company’s Indian operations, and he is alleged to have facilitated a $250,000 payment to a political ally of India’s then Minister of Aviation. He has pled not guilty.
As the case is still pending before the Ontario Superior Court of Justice many details are not yet available. However, the conduct alleged to constitute the offence appears to have taken place predominantly in India and comments from Mr. Karigar’s lawyer suggest that challenging Canada’s jurisdiction will form one pillar of the defence.
As this case unfolds Canada will likely have its first judicial statement on the extent of its territorial reach over foreign corruption. If Mr. Karigar’s jurisdictional challenge carries the day, the federal government will come under increasing pressure to expressly legislate extraterritorial application to the CFPOA based on nationality, as it has for a series of other Criminal Code offences. In fact, the OECD and Transparency International have been calling for this change for some time and in 2009 a legislative amendment to this effect was proposed but died on the order paper.
Regardless of the result of Mr. Karigar’s case, recent signs are that the government has again been seeking input on an amendment to broaden the jurisdictional reach of the CFPOA. In the end, our prediction is that it is only a matter of time before Canada closes this jurisdictional loophole in its legislation.
Prosecutors Stymied By Thai Attorney General’s Office In Siriwan Case
This post is from Mike Dearington (a third-year law student at Vanderbilt University Law School) who discusses the DOJ’s FCPA-related enforcement action against the “foreign officials” in the Gerald and Patricia Green enforcement action. Dearington previously authored this guest post on the action and provides an update below.
*****
Prosecutors Stymied by Thai Attorney General’s Office in Siriwan Case
Mike Dearington
Take a break from digesting the recently released FCPA guidance to read about happenings in a more remote region of the FCPA world. For the second time since July, the court in United States v. Siriwan has asked the DOJ to show its cards with respect to its extradition request to Thailand.
Siriwan involves charges that Juthamas Siriwan, ex-governor of Tourism Authority of Thailand, and her daughter, Jittisopa, accepted bribes from Hollywood movie executives Gerald and Patricia Green in exchange for contracts. Prosecutors face a substantial hurdle in convincing the court that their novel use of the money‑laundering statute (MLCA) to prosecute the Siriwans is permissible even when the defendants are foreign officials otherwise outside the reach of the FCPA. But based on a November 15 filing (here), prosecutors apparently face a separate hurdle in convincing the court to even reach the merits. This is because, despite the government’s request, Thailand appears unprepared to extradite the Siriwans.
In July, the government reluctantly revealed that it had “not yet received a response from Thailand regarding extradition.” The government has finally received its response. Prosecutors filed a status report this past Thursday updating the court about the government’s struggle to obtain extradition from the Kingdom of Thailand. Appended to the government’s status report is a translated letter from Thavorn Panichpant, Acting Thai Attorney General, stating that Thailand is “in the process of gathering further evidences [sic] before completing the investigation in order to bring both offenders to court to be formally charged. Hence, we must postpone the extradition of both [defendants] as requested by the U.S. Government, according to the Extradition Act . . . .”
The government has interpreted “postpone” as an indication that Thailand may be willing to ultimately extradite the Siriwans. Prosecutors appended a letter from the US Office of Law Enforcement and Intelligence, a unit of the Department of State’s Office of the Legal Adviser, interpreting the Thai Acting Attorney General’s letter, “not as a rejection, nor an assertion of jurisdiction over this matter . . . .” And in its brief, the prosecution argued that Thailand’s response “does not constitute a denial of the government’s extradition request.” Nonetheless, it appears that Thailand’s response poses serious problems for prosecutors.
First, after reading the letter, the court may decline to exercise jurisdiction over the Siriwans in consideration of “the comity of nations.” In Hilton v. Guyot, the Supreme Court in 1895 described comity, not as “a matter of absolute obligation . . . nor of mere courtesy and good will,” but rather as a “recognition which one nation allows within its territory to the legislative, executive or judicial acts of another nation . . . .”
Second, the court may decline to exercise jurisdiction based on the international-law principle of “reasonableness.” Section 403 of The Restatement (Third) of Foreign Relations suggests, “[A] state may not exercise jurisdiction to prescribe law with respect to a person or activity having connections with another state when the exercise of such jurisdiction is unreasonable.” One of The Restatement’s reasonableness factors is “the extent to which another state may have an interest in regulating the activity,” a factor that weighs heavily in the Siriwans’ favor since the Thai Attorney General’s Office has expressed an interest in prosecuting the Siriwans domestically.
If the court decides to dismiss the action, it will probably operate as a dismissal with prejudice, even if dismissed without prejudice. The statute of limitations for money laundering under § 1956 is five years, and the most recent act of money laundering allegedly occurred in March 2006. Although the Ninth Circuit has yet to rule on the issue, courts in the Central District of California have typically held that, absent a savings clause, a statute of limitations continues to run despite a dismissal without prejudice, as if the original complaint had never been filed. See, e.g., Sperling v. White (C.D. Cal. 1998).
The letter from the Thai Attorney General’s Office could have a substantial impact on the DOJ’s efforts to curb foreign bribery. If the court decides to dismiss the action, not only will prosecutors lose the opportunity to prosecute the Siriwans, but the DOJ will also lose the opportunity to test its novel prosecution theory that would allow it to hold foreign officials accountable for bribery via the money-laundering statute. If the court dismisses the action, we can expect prosecutors to appeal such a dismissal as a final order.
Will U.K. DPA’s Make A Difference?
Today’s post is from Kathleen Harris (a London based partner at Arnold & Porter). Prior to joining Arnold & Porter, Harris served (2008-2011) as Head of Fraud Business Group and Head of Policy at the U.K. Serious Fraud Office. In the post, Harris discusses the U.K.’s push towards deferred prosecution agreements. For more on this topic see this recent post (as well as prior posts mentioned therein).
*****
Will U.K. DPA’s Make A Difference?
Kathleen Harris
Deferred Prosecution Agreements (“DPAs”) and Non-Prosecution Agreements are used to great effect by the Department of Justice in the United States whereas they are not currently available as an enforcement tool in the UK. On 23 October 2012 the UK’s Ministry of Justice (MoJ) announced (here) that it will legislate to introduce DPAs in England and Wales. Clearly, the UK authorities wish to emulate the successful use of this enforcement tool across the Atlantic. However the model of DPA proposed for introduction in the UK is very different to the US prototype and there is a question mark as to whether they will prove to be as effective here as they are in the US..
Under the MoJ’s proposal , UK DPAs will only be available to organizations (commercial or otherwise) which are alleged to have committed economic crime, in particular fraud, bribery (specifically offences under the Bribery Act 2010), and money laundering. They will not be available to individuals at all, nor will they be available to organizations which are alleged to have been involved in non-economic crime. In the same way as the US, UK DPAs will entail a voluntary agreement with a prosecutor whereby, in return for complying with a range of conditions, the prosecutor will defer a criminal prosecution and if, at the end of the deferral period, the prosecutor is satisfied that the conditions have been fulfilled, there will be no prosecution.
However, the MoJ has consciously distanced itself from US DPAs on a number of key points, notably in relation to the level of judicial involvement and transparency. The MoJ stated as follows.
“Although the US model has been in use for over 20 years, in its current form it would not be suitable for the constitutional arrangements and legal traditions in England and Wales … the Government remains of the view that the US model offers a good example of the effective use of a voluntary agreement approach, albeit in a very different legislative context. However, our proposals will ensure a greater level of judicial involvement and transparency throughout the DPA process in order to command public confidence.”
With regard to the level of judicial involvement, the MoJ states that “under our plans, the judiciary will play a vital independent role in this process to ensure that DPAs are properly scrutinised, transparent and in the interests of justice. They will be empowered to block them if they do not agree that they are an appropriate response to the organisation’s wrongdoing.”
With regard to the level of transparency, the MoJ states that “there will be public scrutiny of the process – the public will know what wrongdoing has taken place and the sanctions for it, including any penalty that has been paid. The final hearing will be held in open court and the final agreement will be published by the prosecutor.”
The arguments for greater judicial oversight of the DPA regime in the UK than is the case in the US have been well rehearsed but whilst it is open to judges to set aside the agreement reached between company and prosecutor and to alter its terms, there will be understandable reluctance on the part of corporates to embark upon a course of action with such an uncertain outcome. This uncertainty will deter self reporting and self investigation, both of which are required if UK prosecutors are to tackle economic crime as effectively as their US counterparts.
Greater transparency is to be welcomed. It is a valid criticism of the Civil Recovery Orders obtained by the Serious Fraud Office against corporates in recent years, that there is little or no information disclosed to allow the public to understand the offending conduct that gave rise to the criminal property made subject to the order. This undermines faith in the justice system. In the US a lack of transparency and an absence of checks on prosecutorial discretion has led to recent judicial criticism of the operation of the DPA regime. Transparency ensures that all those with an interest in the matter, and especially victims, can see that the outcome is just and fair
It may be that the guidance that has been promised by the MoJ to accompany the proposed UK legislation will help to clarify areas of uncertainty and allow corporates, practitioners, and the wider public to understand how the decision making process will work. In particular the guidance should encourage transparent settlements and ensure victims are compensated. However, justice requires each case to be decided on its own facts and no guidance can anticipate all relevant factors. Accordingly, decisions will require the judicious application of prosecutorial discretion and in reality may lead to more challenges against the use of this discretion if sufficient safeguards are not in place to protect against potentially overzealous decision making to ensure large financial penalties. The wider the scope of such discretionary decision making the greater the uncertainty and the lesser the transparency.
*****
This prior post titled “It Ought to Stop” discusses various aspects of the FCPA conference business. The Corporate Crime Reporter (here) picks up the issues as well and discusses how the press is largely being shut out from the FCPA conference later this week in Washington, D.C., including as to several panels in which public servant DOJ and SEC officials are speaking.
The OECD Scorecard For Australia
Today’s post is from Robert Wyld (Partner, Johnson Winter & Slattery – here). Wyld is the Australia Expert for FCPA Professor.
*****
The OECD Scorecard For Australia
On 25 October 2012, the OECD published its Phase 3 Report (here) on Australia’s compliance with its treaty obligations under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the Convention).
Background to Foreign Corruption in Australia
Since 1999, Australia has criminalised the bribery and corruption of foreign public officials. Yet since that date, until July 1999, its enforcement and prosecution track record was poor, with few investigations, no prosecutions and no convictions of any Australian (or foreign) corporation or citizen of foreign bribery.
In 2006, Australia experienced its first public fascination with foreign kickbacks, even if the payments were not, strictly speaking, bribes. AWB Ltd was found by an independent Royal Commission to have paid over $300m in illicit kickbacks to the former Iraq Government of Saddam Hussein by manipulating the United Nations Oil-For-Food humanitarian relief program. Since July 2011, the Securency investigation and criminal prosecution has ground its way through the Courts, where two subsidiaries of Australia’s central Bank, the Reserve Bank of Australia, and various executives employed by the subsidiaries, have been charged with foreign bribery.
In relation to AWB, a former Managing Director and CFO pleaded guilty in August 2012 to civil penalty proceedings for breaches of their statutory duties under the Corporations Act 2001 (Cth) and were sentenced to fines and periods of disqualification from office. In relation to Securency, a former CFO pleaded guilty in August 2012 and was sentenced to 6 months imprisonment wholly suspended for 2 years on one count of false accounting contrary to section 83(1)(a) of the Crimes Act 1958 (Vic). One foreign national, an Indonesian agent engaged by Securency, has been charged with conspiracy and is the subject of an extradition application by Australia to Singapore.
See here for my previous FCPA Professor guest post on the above topics.
The OECD Reports 1999 to 2011
The OECD has issued two earlier Reports on Australia’s record of compliance with the Convention.
- The Phase 1 Report (here) was published in December 1999. The OECD welcomed the fact that Australia had criminalised foreign bribery consistent with its obligations under the Convention. Some minor issues were raised under specific provisions but otherwise, no adverse comments were noted by the OECD.
- The Phase 2 Report (here) was published in January 2006. The OECD noted the lack of any prosecutions, a limited number of investigations and concerns as to the relatively low penalties and inconsistencies arising from how Australia prosecutes corporations for criminal liability on foreign bribery offences.
- In August 2008, the OECD published an update Report on Progress since its Phase 2 Report (here). The OECD again noted the lack of prosecutions and limited investigations. Australia had however, been proactive in publishing educative material for business on the risks of foreign corruption. In addition, the OECD encouraged greater coordination between investigative agencies and Australia indicated a review of the applicable penalties was being undertaken.
- In June 2011, the OECD published an interim report into the Steps taken to implement and enforce the Convention (here). This report noted the substantial increase in penalties for foreign bribery, the triggers for money laundering that can arise with foreign bribery transactions and the legislative changes arising from the AWB Oil-For-Food kickback scandal.
In contrast to the diplomatic language of the OECD, the findings of Transparency International over the same period were more critical. In the Exporting Corruption Progress Report 2012 (here), Transparency International noted that Australia had a poor record but now, from 2011, had started to move up the enforcement chart, with its status moving from one of little or no enforcement to moderate enforcement.
It remains a challenge for corporations to balance the ethical demands of regulators with the pursuit of profit. Sustainable growth can be achieved but it requires determination over several years rather than focusing simply on short-term profits and personal remuneration. Transparency and a willingness to expose your internal operations to criticism are a hallmark of credible governance. This has been achieved at least by Rio Tinto and BHP Billiton, two of Australia’s most successful mining corporations, who have been ranked 2nd and 3rd respectively on the Transparency International 2012 Transparency in Corporate Reporting best practice table.
What are the implications for Australia and for business engaged in commercial operations in high risk countries arising out of the latest OECD Report? In summary, while credit has been given to Australia for adopting a robust legal framework, there still remains serious deficiencies in the way in which allegations of foreign corruption are resourced, investigated, prosecuted and sanctioned. It is these issues that are highlighted by the OECD in its Report.
The OECD Phase 3 Report Findings
The Phase 3 Report has had the benefit of reviewing Australia’s activity on the foreign corruption front for nearly 13 years.
The critical findings of the OECD are as follows:
- Australia’s enforcement of its foreign bribery laws is still best described as only slightly better than poor;
- Australia requires a properly coordinated and focused body to investigate allegations of foreign bribery including an expert panel to help advise the AFP;
- Sufficient inquiries must be made before the AFP rejects an allegation for full investigation, including considering bribery-related charges such as false accounting and money laundering, in circumstances where there may not be sufficient evidence to support a foreign bribery offence;
- The penalties for foreign corruption and financial misreporting should be significantly increased;
- Despite efforts to raise awareness about the risks associated with facilitation payments, there is still substantial confusion over the scope of this defence and companies should be encouraged to prohibit absolutely or discourage the use of facilitation payments;
- A clear framework is required to ensure transparency and consistency for companies who self-report potential corrupt conduct including the nature and degree of cooperation expected by the AFP or the CDPP and what credit is provided for that cooperation;
- Awareness of foreign bribery risks and the development and implementation of anti-bribery corporate compliance programmes is generally inadequate which is putting many companies who conduct overseas business at risk;
The impact of the OECD findings for Australian Business
The findings of the OECD highlights that foreign bribery remains a real and measurable risk for companies operating offshore and that the Australian Government and the AFP are being encouraged to move towards having a dedicated team of investigators and prosecutors which, if properly resourced, is likely to result in a greater range of investigations and an increased likelihood of some form of prosecution.
Of particular interest to companies is the OECD recommendation that Australia should increase all applicable penalties for accounting related offences so that if an individual has not technically committed a bribe overseas, he or she is much more likely to be exposed to a significant financial penalty (aside from the threat of imprisonment), for example, for misleading accounts or false statements under Australian domestic criminal law.
Companies should understand that the OECD has recommended a much greater focus on corporate prosecutions. This in turn will require companies to proactively understand the risk environment in which they operate, to ensure all of their employees and agents are properly trained and that a record of this compliance activity is kept in order that a defence of appropriate due diligence can be made out.
Overall, while Australia’s legal framework has been commended by the OECD, if the Report’s recommendations are accepted, there may be a much greater focus on strengthening the law and penalties that will be applied to companies and individuals who engage in foreign bribery overseas or bribery-related offences under Australia’s domestic criminal and civil laws.