Merger Issues Archives - FCPA Professor

Principal Associate Deputy Attorney General Miller On Voluntary Disclosure, Compensation Clawback, And National Security

By Mike Koehler on September 21, 2023 in Compensation Clawbacks, DOJ, Enforcement Agency Policy, Enforcement Agency Speeches, Ericsson, Executive Compensation, Merger Issues, National Security, Voluntary Disclosure

It is September which means enforcement agency officials hit the “conference circuit” to give scripted speeches.

Today it was Principal Associate Deputy Attorney General Marshall Miller speaking at a private event to discuss “the Justice Department’s corporate criminal enforcement priorities” specifically (in what is perhaps a laughable statement to many who closely follow DOJ enforcement activity) the DOJ’s “commitment to consistency, predictability, and transparency in our corporate enforcement work …”.

Miller began by talking about voluntary disclosure and stated:

Assistant AG Kenneth Polite On Deterrence And Compliance Certifications

By Mike Koehler on September 21, 2022 in Enforcement Action Certification Requirements, Enforcement Agency Policy, Enforcement Agency Speeches, Gray Cloud, Merger Issues, Voluntary Disclosure

It is mid-September.

Thus, consistent with historical practices, DOJ officials are out giving speeches about DOJ policy. Previous posts here and here have focused on the recent release of the so-called Monaco Memo and this post highlights a recent speech by Assistant Attorney General Kenneth Polite.

In addition to discussing the recent Monaco Memo, Polite touched upon the following topics: deterrence and compliance certifications.

Deterrence

Stericyle Resolves A Net $59 Million FCPA Enforcement Action

By Mike Koehler on April 21, 2022 in 2022 Enforcement Action, Argentina, Brazil, DOJ Enforcement Action, Foreign Official, Foreign Officials, Healthcare Companies, Healthcare Providers As Foreign Officials, Merger Issues, Mexico, SEC Enforcement Action, Stericycle, Third Parties, Uncategorized

Stericycle (an Illinois based medical waste disposal company) has been under FCPA scrutiny since mid-2017 (See here).

As highlighted here, approximately two months ago the company disclosed that it had “reached agreements in principle with the DOJ and SEC.” Specifically, Stericycle disclosed:

Yesterday, the DOJ and SEC announced (here and here) a parallel FCPA enforcement action against Stericycle.

The DOJ enforcement action involved this criminal information charging Stericycle with two counts of conspiracy to violate (1) the FCPA’s anti-bribery provisions, and (2) the FCPA’s books and records provision. The criminal charges were resolved via this deferred prosecution agreement pursuant to which Stericycle agreed to pay a net $35 million criminal penalty.

The SEC enforcement action involved this administrative order finding that Stericycle violated the FCPA’s anti-bribery, books and records, and internal controls provisions pursuant to which the company agreed to pay a net approximate $24 million in disgorgement and prejudgment interest.

Bad Advertising – Ad Group WPP Resolves $19.2 Million FCPA Enforcement Action

By Mike Koehler on September 27, 2021 in 2021 Enforcement Actions, Advertising Industry, Brazil, China, Foreign Issuers, India, Merger Issues, Permits / Licenses / Customs / Tax, Peru, Political Contributions, SEC Enforcement Action, Tax Payments, Third Parties, WPP

Last Friday, the SEC announced that London-based WPP (the world’s largest advertising agency and a company with depositary shares traded on the New York Stock Exchange) agreed to resolve a $19.2 million Foreign Corrupt Practices Act enforcement action.

The enforcement action focused on WPP subsidiary conduct in India, China, Brazil and Peru.

In summary fashion, the SEC’s order finds:

Potpourri

By Mike Koehler on August 12, 2021 in ARIIX, Juniper Networks, Merger Issues, New Age Beverages, Whistleblowers

A bounty and a disclosure.

Bounty

Earlier this week the SEC released this order determining that a whistleblower is to receive approximately $3.5 million. According to the order: “Claimant alerted Commission staff of alleged securities laws violations, prompting Enforcement staff to expand an existing investigation into an additional geographic area. Claimant, a foreign national, also provided significant assistance to Commission staff by traveling to meet in person with staff, identifying an important witness, and providing multiple supplemental submissions that assisted the Commission in bringing the charges in the Covered Action.”

Pursuant to relevant law, the SEC protects the confidentiality of whistleblowers and does not disclose any information that could reveal a whistleblower’s identity. However, attorneys Andy Rickman and Christopher Connors confirmed that they represented the individual and that the award related to the Juniper FCPA enforcement action.

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Principal Associate Deputy Attorney General Miller On Voluntary Disclosure, Compensation Clawback, And National Security

Assistant AG Kenneth Polite On Deterrence And Compliance Certifications

Stericyle Resolves A Net $59 Million FCPA Enforcement Action

Bad Advertising – Ad Group WPP Resolves $19.2 Million FCPA Enforcement Action

Potpourri

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