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. For lack of a better term, these enforcement actions have longed been called non-FCPA, FCPA enforcement actions by this site.
The latest example concerns an SEC enforcement action against Dada Nexus Limited.
As described in this administrative order, “Dada is a Cayman Islands corporation headquartered in Shanghai, China. Dada operates a local on-demand retail and delivery platform in China. Dada does not operate in the United States and does not have employees based in the United States. During the Relevant Period, Dada’s American depositary shares (“ADS”) were registered with the Commission … and traded on Nasdaq.” In June 2025, after the conduct at issue, Dada went private and ceased being a publicly-traded company.
In summary fashion, the order finds:
“From October 2022 through September 2023, Dada, an on-demand retail and delivery platform headquartered in Shanghai, People’s Republic of China, engaged in sham transactions concerning certain online advertising and marketing transactions that lacked any apparent business substance and were conducted primarily to meet revenues targets (the “Transactions”), which resulted in Dada materially overstating net revenues and operation and support costs, in the amounts of approximately RMB 568 million (approximately $80 million) and approximately RMB 576 million (approximately $81 million), respectively, in unaudited earnings releases furnished with the Commission on Forms 6-K for the fourth quarter of fiscal year 2022 and the first three quarters of fiscal year 2023. This included Dada reporting materially overstated net revenues in unaudited financial results furnished with the Commission for the second and third quarters of fiscal year 2023 by 8% and 9%, respectively.
Certain Dada employees engaged in the Transactions, which involved payments from certain upstream customers and disbursements of cash funds to certain downstream vendors of virtually identical amounts that lacked any apparent business substance, were not supported by credible documents, business records or other evidence, and in certain cases, involved customers and vendors with undisclosed connections. Dada discovered the Transactions during a routine internal audit in November 2023, conducted an independent review, and disclosed the results of its independent review in a Form 6-K dated March 5, 2024.”
Based on the above, the SEC found that Dada violated the FCPA’s books and records and internal controls provisions and Dada agreed to pay a $500,000 civil penalty.
Under the heading “Dada’s Cooperation and Remedial Efforts,” the order states:
“In determining to accept the Offer, the Commission considered remedial steps taken and completed by Dada, including its self-identification of the Transactions, independent review and subsequent remediation, and cooperation with the Commission. Dada’s remedial measures included terminating or otherwise disciplining relevant employees, terminating contracts with the suppliers and customers implicated in the Transactions, enhancing internal policies and controls, and conducting employee trainings. Dada’s cooperation with the Commission included Dada voluntarily reporting findings of its independent review to Commission staff and providing the staff with detailed written narratives explaining the misconduct with support to relevant documents.”
