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Issues To Consider From The Las Vegas Sands Enforcement Action


This recent post went in-depth into the recent $9 million Foreign Corrupt Practices Act books and records and internal controls enforcement action against Las Vegas Sands (LVS).

This post continues the analysis by highlighting various issues to consider.

Is Your Company In Violation of the Books and Records and Internal Controls Provisions?

LVS is not a “normal” company in that its Chairman and CEO Sheldon Adelson (or his family) own a majority of company shares.

Moreover, Adelson is very active in his support of Republican candidates and causes, an issue that has been well-documented. (See here for instance). As a result, some have suggested that LVS was targeted by the Democratic administration.

I have no insight or opinion about this.

But I will say the following.

If every issuer undertook an internal investigation of its world-wide business operations like LVS did, every issuer would find conduct generally consistent, albeit perhaps not to the extent or magnitude addressed in the SEC’s LVS order, with what the SEC found to be books and records and internal controls violations in the LVS action.

In determining whether your company is violating the books and records and internal controls provisions (as found by the SEC in the LVS action) ask yourself:

  • Has any transaction in the company been pursued with perhaps secondary ulterior motives? Here, the SEC found as follows regarding the “Adelson Center.” “No research and or analysis was done to determine whether a need existed for such a business center, the amount of any profit or loss it was likely to generate, or whether it would do anything to improve LVSC’s image in China. Numerous employees were concerned that the purchase of the real estate was solely for political purposes.”
  • When engaging service providers, does the company always engage in pre-hiring due diligence?
  • Does your company always have original backup documentation prior to paying invoices?
  • Does your company (particularly if in the entertainment and hospitality industry) occasionally provide complimentary items or services such as restaurant meals and hotel stays to actual and potential customers and business contacts? If so, do your employees always record the comp recipients’ names and otherwise follow the internal comp approval rules?

See this prior post which addresses similar issues.

What To Call It?

For starters, what to call the LVS enforcement action?

As noted in the original post, while there are a few sentences in the administrative order that touch upon issues relevant to the anti-bribery provisions, the enforcement action was on balance a pure books and records and internal controls action.

Since the FCPA’s enactment, there have been over 1,200 books and records and internal controls enforcement actions, but actions that are not otherwise termed “FCPA” enforcement actions.

My recent article proposing an “FCPA common language,” states:

“Enforcement actions charging or referencing books and records and internal controls violations should be included in FCPA enforcement statistics to the extent the underlying allegations concern foreign bribery. A suitable guidepost in this regard is whether an enforcement action is included on the DOJ or SEC website of FCPA enforcement matters.”

The LVS action (unlike the vast, vast majority of the above referenced 1,200 books and records and internal controls actions) is indeed listed on the SEC’s FCPA website.

Thus, it is proper to call it an FCPA enforcement.


LVS’s FCPA scrutiny began, at least informally, in November 2010 with the”noisy exit” civil lawsuit by Steven Jacobs (the former President of Macau Operations) from the company. (See here for the original post). Formally, the company’s FCPA scrutiny began with the SEC’s February 2011 subpoena to the company.

Thus, from start to finish the scrutiny lasted 5 years and two months.

Again (and has been stated several times recently given the robust FCPA enforcement activity thus far this year), if the SEC wants the public to have confidence in its FCPA enforcement program, it must resolve instances of FCPA scrutiny much quicker.

Root Causes

Examining the root cause of an enforcement action is not to excuse the alleged conduct, but to understand the circumstances which gave rise to the enforcement action in the first place.

As highlighted many times on these pages, trade barriers and distortions are often the root causes of bribery and a reduction in bribery will not be achieved without a reduction in trade barriers and distortions.

So why did the LVS action happen?

It probably had a lot to do with various barriers and restrictions concerning doing business in China that had, as a common thread, the need for a Chinese intermediary – in the words of the enforcement action a “beard.”

Would the enforcement action have resulted if LVS could have directly purchased the China basketball team or if LVS could have directly purchased a building in China?

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