Yesterday, the DOJ announced  that Cyrus Ahsani and Saman Ahsani (the former CEO and Chief Operations Officer of Monaco-based Unaoil) pleaded guilty in March 2019 to one count of conspiracy to violate the FCPA for their roles in a scheme to corruptly facilitate millions of dollars in bribe payments to officials in multiple countries. The DOJ also announced that Steven Hunter (a former business development manager at Unaoil) pleaded guilty in August 2018 to one count of conspiracy to violate the FCPA.
Prior Foreign Corrupt Practices Act enforcement actions against Rolls-Royce and SBM Offshore (see here  and here ) involved, in whole or in part, Unaoil and the Ahsani information refers to approximately 25 other companies including approximately ten U.S. based issuers. Thus, it is likely that additional FCPA enforcement actions involving, in whole or in part, Unaoil will be forthcoming.
The criminal information describes Cyrus Ahsani as a citizen of the U.K. and Iran and until July 2011 a citizen of the U.S. who was the CEO of Unaoil until 2016 and Saman Ahsani as a citizen of the U.K. and Iran who held various position at Unaoil including Chief Operations Officer.
Under the heading “Corrupt Scheme” the information alleges in summary fashion:
“Beginning in 1999 and continuing until 2016, C. Ahsani and S. Ahsani, while acting within the scope of their employment with [Unaoil] and within the scope of their agency with various companies … and with the intent to benefit [Unaoil] and its client companies … conspired with others to (1) pay bribes, promise to pay bribes, offer to pay bribes, and authorize the payment of bribes to foreign government officials in Iraq, Kazakhstan, Libya, Algeria, Iran, Azerbaijan, Angola, Syria, the Democratic Republic of the Congo, and elsewhere, at government ministries and instrumentalities … on behalf of an for the benefit of [Unaoil] and its client companies … in order to obtain improper business advantages and to obtain and retain business for [Unaoil and its clients companies]; (2) launder the proceeds of bribe payments in order to promote and conceal the ongoing bribery schemes; and (3) cause false statements to be made to, and to destroy and conceal documents and records to evade detection from, law enforcement authorities in the United States, United Kingdom, Italy and elsewhere. In furtherance of the conspiracy, C. Ahsani and S. Ahsani conspired with others … to engage in bid rigging between certain of its clients companies and pay kickbacks to employees of certain of its client companies.”
As to Iraq, the information generally alleges various schemes involving officials at state-owned oil and gas companies to obtain and retain business for Unaoil and its client companies including a monthly bribe to an Iraq official, bribes to ensure that the Iraqi government approved certain work for Unaoil client companies, and obtaining confidential bidding information.
As to Kazakhstan, the information generally alleges various schemes involving officials at state-owned oil and gas companies to obtain and retain business for Unaoil and its client companies. In one instance, the information alleges that the although the promise to pay bribes occurred while Kazakh Official worked for an SOE, Unaoil “did not make payments to Kazakh Official 1 until [the official] stopped working” for the SOE. The information does allege however that C. Ahsani did “arrange for the purchase of an automobile and furniture for Kazakh Official 1 while Kazakh Official 1 was still employed” by SOE. The information further alleges that C. Ahsani and others caused Unaoil “to make payments to a company they knew was beneficially owned and controlled by Kazakh Official 1.”
As to Algeria, the information generally alleges various schemes involving officials at a state-owned oil and gas company to obtain and retain business for Unaoil and its client companies. The information does allege various transfers of money through correspondent accounts in the U.S.
Elsewhere, the information alleges other uses of U.S. bank accounts and certain travel to the United States to solicit business from prospective clients.
As to Libya, the information generally alleges various schemes involving foreign government officials including at a state-owned oil and gas company to obtain and retain business for Unaoil and its client companies. The information refers to Libya Official 1, but states that S. Ahsani and others “understood that Libya Official 1 was not an appointed Libyan government official at the time they promised to pay Libya Official 1” but that “Libya Official 1 could exert influence over senior Libyan government officials, including one official who was a close relative of the then head of the Libyan government, and that this senior Libya official’s support or lack of support could determine whether” a company won an award for a project.
Although the information makes general reference to corrupt schemes in Azerbaijan, Angola, Syria, and the Democratic Republic of the Congo, there are no specific substantive allegations in the information concerning such schemes.
Under the heading “Concealment and Obstruction” the information alleges that the Ahsanis and others “used code words when communicating with others about the corrupt scheme, made false statements over international wires to the United States to obtain necessary compliance certifications, caused false statements to be made in official proceedings, and took efforts to conceal the discovery of incriminating information by law enforcement in the United States and elsewhere.
The information identifies Hunter as a U.K. citizen and resident of Qatar, France or the United Arab Emirates.
According to the DOJ, prior to joining Unaoil, Hunter “received training on the FCPA” and “knew that paying a bribe to a foreign official, in order to secure an improper advantage in obtaining or retaining business, was unlawful and could be a criminal violation of the FCPA.”
The DOJ alleges:
“In or around 2009, Hunter that certain principals and employees of [Unaoil] had conspired and agreed to pay bribes to government officials of certain state-owned and state-controlled oil and gas companies in numerous countries in order to secure an improper advantage in obtaining or retaining business for [Unaoil’s] client companies, including U.S. issuers, domestic concerns and person. […] In or around 2009, Hunter knowingly joined the conspiracy, and took acts in furtherance of the conspiracy to bribe foreign officials in order to secure improper business advantages in obtaining or retaining business for [Unaoil’s] client companies, including, among others, Company A [described as a multinational engineering company headquartered in New Jersey that maintained an office in Houston], Company B [a Korean construction company] and Company C [an oil and gas company headquartered in Houston].”
According to the DOJ, in mid-2010 Hunter agreed to bribe Libyan Official A (an employee of the National Oil Company) in exchange for Libyan Official A providing confidential bidding information related to Libya Project A (a gas refinery project in Libya).” The DOJ further alleged that Hunter, “using his secret, personal e-mail account, instructed two principals of [Unaoil] to wire $4,000 as a bribe to a relative of Libyan Official A for the benefit of Libyan Official A.
According to the DOJ:
“The conspirators, including Hunter, obtained confidential bidding and other information from within foreign government oil and gas instrumentalities, and used, disseminated, and discussed the contents of that information in order to win oil and gas projects or otherwise obtain improper advantages.
The conspirators, including Hunter, solicited oil and gas company clients to use [Unaoil’s] intermediary services by describing their “proximity” to foreign officials, and their ability to obtain inside confidential bidding information.
The conspirators, including Hunter, solicited oil and gas company clients to use [Unaoil’s] intermediary services by touting their record of ethical corporate compliance, even though the conspirators knew that Intermediary Company paid bribes in violation of the FCPA.
The conspirators, including Hunter, took acts to conceal the bribery conspiracy by, among other things: using secret email accounts; using coded language to discuss aspects of the conspiracy; retaining and paying so-called “sub-agents” to interface with foreign officials at state-owned and state-controlled oil and gas companies knowing there was a high likelihood that those sub-agents were paying bribes to those foreign officials; and
causing incriminatory emails and electronic data to be removed from [Unaoil’s] computers and electronic hardware.”
The only U.S. jurisdictional allegation in the Hunter information is the following:
“[In May 2010] Hunter and other employees of [Unaoil] traveled to Houston, Texas, to the Offshore Technology Conference in order to solicit business from potential clients for [Unaoil] in Libya and Iraq, when Hunter knew that it was highly likely that [Unaoil] would pay bribes to foreign officials in Libya and Iraq in order to secure improper advantages in obtaining or retaining business for Intermediary Company and its client companies.”
The most recent allegation in the Hunter information concerns conduct in mid-2011.
As noted in the DOJ’s release, the Ahsanis are scheduled to be sentenced in April 2020 and Hunter is scheduled to be sentenced in March 2020.
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