Global Anti-Corruption Insights Update on Recent Enforcement, Litigation, and Compliance Developments

Winter 2015

arnoldporter.com Table of contents

EXECUTIVE SUMMARY: 2014 YEAR IN REVIEW______3

KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS______6

Notable Corporate FCPA Enforcement Actions Resolved by the Justice Department and/or SEC______6

Justice Department and SEC Enforcement Actions against Individuals for Violations of the FCPA______11

Top U.S. Enforcement Officials Comment on FCPA______13

FBI Reportedly Tripling Number of Agents Focused on Foreign Bribery______14

DOJ Releases Opinion Regarding Corporate Acquisitions____ 14

Rounding Out the Enforcement Docket______15

SEC Whistleblower Program Update______18

DOJ Recovers Proceeds of Corruption under Its Kleptocracy Initiative______19

FCPA-Related Civil Litigation______20

GLOBAL ANTI-CORRUPTION UPDATE______24

Developments in the United Kingdom______24

Former SNC Lavalin Executive Pleads Guilty To Swiss Charges, Is Extradited To Canada To Face Additional Charges__ 27

Brazilian Authorities File Bribery Charges______28

Former Deutsche Securities Inc. Salesman Receives Suspended Sentence in Japanese Bribe Case______29

Italy Investigates Oil Company Eni SpA______29

OECD Releases Foreign Bribery Report______30

Transparency International Releases Its 2014 Corruption Perceptions Index and Its Annual Progress Report______30

arnoldporter.com EXECUTIVE SUMMARY: 2014 YEAR IN REVIEW The Department of Justice and the Securities and Exchange Commission continued their focus on the Foreign Corrupt Practices Act in 2014, resolving cases against ten corporations and collecting a number of sizable monetary fines and penalties. Individual defendants remain a major focus of enforcement efforts as well, with the DOJ and the SEC pursuing significant cases against employees who allegedly engaged in foreign corruption. And regulators outside of the United States continued to ramp up their anti-corruption efforts, including the United Kingdom’s Serious Fraud Office, which obtained its first convictions following trial of violations of the Bribery Act. We begin this edition of our Anti-Corruption Newsletter by highlighting five headlines from 2014.

1. U.S. Department of Justice and U.S. Securities and Exchange Commission Obtain US$1.56 Billion in FCPA-Related Sanctions The DOJ and the SEC combined to resolve FCPA enforcement actions against ten companies and certain of their subsidiaries in 2014. These cases led to approximately US$1.56 billion in criminal fines, civil monetary penalties, and disgorgement—a significant step up from the US$720 million collected in 2013 and the US$260 million in 2012. Most of the fines hit the news in the second half of 2014, accounting for US$985 million of the US$1.56 billion in sanctions. The bulk of this came from the French power company Alstom, S.A., which agreed to pay a criminal penalty of US$772 million, the largest criminal penalty ever assessed in an FCPA enforcement action. The SEC brought most (but not all) of its corporate enforcement actions in administrative proceedings in the second half of 2014. While a number of the cases involved parallel enforcement by both the DOJ and SEC, the SEC also went solo in three of these cases (involving Bruker Corporation, Layne Christensen Company, and Smith & Wesson Holdings Corporation).

2. DOJ and SEC Continue Their Focus on Trying to Hold Individuals Accountable 2014 saw the DOJ and SEC continuing their much-publicized effort to bring FCPA cases against individuals. In the second half of 2014, the DOJ obtained guilty pleas from three individuals and pursued its ongoing prosecution of a former Alstom employee, while the SEC obtained a cease-and-desist order against two former employees of FLIR Systems, Inc., a defense contractor. The trend has continued into 2015, with the DOJ announcing its indictment of Dmitrij Harder, a former owner and president of two consulting companies, for allegedly paying US$3.5 million to an official of the European Bank for Reconstruction and Development, and with the SEC announcing that it had settled an administrative proceeding with Walid Hatoum, a former executive of The PBSJ Corporation, for authorizing the payment of nearly US$1.4 million in bribes to a Qatari government official. DOJ and SEC officials have made holding individuals accountable a well-publicized priority for a number of years now. Bringing an FCPA case against an individual can prove quite challenging, of course, and DOJ often will have to rely on a company’s cooperation in order to assemble the evidence it needs. Furthering that effort, DOJ officials recently have emphasized in public speeches that the degree of credit a company will get from the DOJ for cooperating in an FCPA investigation will be directly tied to the company’s willingness to assist with prosecutions of employees responsible for the bribery.

3. FCPA Disclosures Spur Related Civil Litigation Companies disclosing potential FCPA violations increasingly are becoming targets of civil litigation brought by the company’s shareholders. One recent example involves Cobalt International Energy, Inc. and certain of its senior officers and directors, who—after disclosing in December 2014 that the SEC’s Division of Enforcement

Global Anti-Corruption Insights | 3 had issued a “Wells Notice” to the company—were named as defendants in a securities fraud class action alleging that the company had concealed that it had obtained access to Angolan oil wells by paying bribes. (On January 28, 2015, Cobalt announced that the SEC had terminated its FCPA investigation.) The threat of tag-along civil cases continues to affect how companies go about conducting internal investigations. One decision worth reading came from the Delaware Supreme Court, which held that a derivative plaintiff—a shareholder purportedly suing on the company’s behalf—may obtain materials generated during the company’s internal investigation and protected by the attorney-client privilege and attorney work product doctrine, by establishing “good cause,” such as by showing that the company’s officers or directors breached their fiduciary duties.

4. SFO Breaks New Ground with a Pair of Bribery Convictions The SFO enjoyed some big successes in 2014, when it secured (1) its first conviction of a corporation for foreign bribery in a case that proceeded to trial and (2) its first convictions for violations of the Bribery Act. In December 2014, the Southwark Crown Court convicted Smith & Ouzman Ltd. and two of its employees of charges that the company and former employees violated the Prevention of Corruption Act (the 2011 Bribery Act’s predecessor) by bribing foreign officials to secure contracts in Kenya and Mauritania. The SFO also obtained its first convictions under the Bribery Act against two individuals who misled investors into believing that they had land in Cambodia planted with trees used for manufacturing biofuel. In fact, the defendants had used the investors’ money to fund their lavish lifestyles.

5. Authorities Around the World Step Up Anti-Corruption Enforcement While the DOJ, the SEC and the SFO remain principal players in the anti-corruption arena, law enforcement elsewhere around the globe became increasingly active in 2014. For example, Canada’s Royal Canadian Mounted Police continued their prosecution of former SNC-Lavalin executives for alleged payment of bribes; Brazilian authorities announced charges in multiple, unfolding corruption cases; and prosecutors in Milan, Italy confirmed their investigation of oil company Eni SpA in connection with bribes it allegedly paid to acquire Nigerian oil. We analyze these developments and more in this edition of Global Anti-Corruption Insights.

Global Anti-Corruption Insights | 4 KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS

Global Anti-Corruption Insights | 5 KEY ENFORCEMENT AND INVESTIGATIVE DEVELOPMENTS

Notable Corporate FCPA Enforcement Actions Resolved by the Justice Department and/or SEC

SEC Enters DPA with Florida Engineering Company and Settles Charges with a Former Executive of the Company On January 22, 2015, the SEC announced that it had entered into a two-year deferred prosecution agreement (DPA) with The PBSJ Corporation (PBSJ)—a Florida-based engineering and construction company now known as The Atkins North America Holdings Corporation—in connection with FCPA charges relating to an alleged bribery scheme to secure two multi-million dollar contracts from the government of Qatar.1 This is the SEC’s second DPA in an FCPA matter; the first was Alstom S.A. and Subsidiaries Resolve entered into with Tenaris in 2011. Pursuant to the DPA, DOJ Charges of FCPA Violations; PBSJ must pay a total of US$3.4 million in disgorgement, Company Faces Ongoing interest, and penalties. Although according to, the SEC, Investigations Overseas PBSJ officers had “ignored multiple red flags that should have enabled other officers and employees to uncover the On December 22, 2014, the DOJ announced that Alstom bribery scheme at an earlier stage,” the SEC commended S.A., a French energy and transportation company, had the company for its self-reporting and cooperation, which pleaded guilty to paying over US$75 million in bribes included voluntarily making witnesses available for from 2000 to 2011 to government officials in the Bahamas, interviews and providing “factual chronologies, timelines, Egypt, Indonesia, Saudi Arabia, and Taiwan in connection internal summaries, and full forensic images” to the SEC.2 with US$4 billion worth of power, grid, and transportation projects for state-owned entities.5 The company agreed to In a related administrative proceeding, the SEC charged pay a US$772 million penalty to resolve the charges— former PBSJ officer Walid Hatoum with violating the the largest criminal fine ever imposed and the second anti-bribery provisions of the FCPA and with causing largest FCPA penalty after Siemens AG’s US$800 million PBSJ to violate the books and records and internal controls combined criminal and civil penalty in 2008.6 provisions of the FCPA.3 According to Kara Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, In addition, Alstom’s Swiss subsidiary pleaded guilty “Hatoum offered and authorized nearly [US]$1.4 million to conspiracy to violate the anti-bribery provisions of in bribes disguised as ‘agency fees’ intended for a foreign the FCPA, and two U.S. subsidiaries entered into DPAs, official who used an alias to communicate confidential admitting that they had conspired to violate the anti- information that assisted PBSJ.”4 Hatoum, moreover, bribery provisions of the Act.7 Three Alstom executives allegedly offered employment to a second government have also pleaded guilty to conspiring to violate the official in exchange for assistance. Hatoum did not admit FCPA, and a fourth is awaiting trial. In addition to Alstom or deny the SEC’s findings but agreed to pay a penalty of executives, the general manager of a third party involved US$50,000 to settle the administrative charges. in a deal in Egypt has pleaded guilty to mail and tax fraud and conspiracy to launder money for accepting kickbacks from Alstom, and a high-ranking member of the Indonesian Parliament was convicted in Indonesia of

Global Anti-Corruption Insights | 6 accepting bribes from Alstom and is currently serving a compliance protocols and policies.”18 The SEC also noted three-year prison sentence.8 that Bruker provided “extensive, thorough, and real-time cooperation” during the SEC’s investigation, including Alstom is also reportedly facing scrutiny by authorities “voluntarily provid[ing] the Commission with real-time in Brazil, the United Kingdom, India, and China.9 In the reports of its investigative findings; shar[ing] its analysis United Kingdom, for example, the SFO has charged a of important documents and summaries of witness UK subsidiary of Alstom and four former employees interviews; expand[ing] the scope of the investigation with corruption relating to large transportation projects in at the Commission’s request; and respond[ing] to the India, Poland, Tunisia, and Lithuania, and is investigating Commission’s requests for documents and information the company’s conduct in Hungary.10 in a timely manner.”19 Bruker Corporation Pays US$2.4 Million Taking into account the remediation and significant to Settle SEC FCPA Charges cooperation provided by Bruker, the SEC agreed to settle its FCPA charges against Bruker in an administrative On December 15, 2014, Bruker Corporation, a action.20 Bruker consented to the SEC’s administrative Massachusetts-based manufacturer of scientific instruments, order without admitting or denying the findings. agreed to pay US$2.4 million in disgorgement, interest and penalties to settle the SEC’s charges of alleged violations of the books and records and internal controls provisions of the FCPA.11 According to the SEC’s order instituting a settled administrative proceeding, from at least 2005 through 2011, employees of the China offices of four Bruker subsidiaries made unlawful payments worth more than US$230,000 to Chinese government officials at Chinese state-owned entities that were Bruker customers.12 Specifically, the SEC charged that the Bruker employees funded leisure travel, including shopping trips, for Chinese government officials to visit the United States, the Czech Republic, Norway, Sweden, France, Germany, Austria, Switzerland, and Italy.13 The SEC further charged that one Bruker China office paid Chinese government officials under “collaboration agreements” for which there was “no legitimate business purpose.”14 Despite the nature of these payments, all were recorded as legitimate business and marketing expenses in the company’s books and records.15 According to the SEC, Bruker “realized approximately US$1.7 million in profits Dallas Airmotive, Inc. Admits FCPA from sales contracts with [the state-owned entities] whose Violations and Pays US$14 Million officials received the improper payments.”16 Criminal Penalty When it discovered these payments, Bruker initiated Dallas Airmotive, Inc. (DAI), a Texas-based provider of an internal investigation with independent counsel and aircraft-engine maintenance, repair, and overhaul (MRO) self-reported the preliminary results of its investigation services, is the latest in a series of companies that provide to both the SEC and the DOJ.17 The SEC noted that aircraft MRO services to resolve an FCPA investigation.21 On Bruker “promptly undertook significant remedial December 10, 2014, DAI entered into a DPA admitting that measures,” including conducting a “broad review of it bribed government officials in Argentina, Brazil, and the China operations of its other divisions,” “revis[ing] Peru to secure contracts and agreeing to pay a US$14 its pre-existing compliance program,” and “updat[ing] million criminal penalty to resolve FCPA charges brought and enhanc[ing] its financial accounting controls and its by the DOJ.22

Global Anti-Corruption Insights | 7 According to a statement of facts agreed to by DAI, from Bio-Rad paid the DOJ a US$14.35 million penalty pursuant 2008 through 2012, DAI and its employees and agents to a non-prosecution agreement (NPA), which stated that made unlawful payments and provided things of value the company violated the books and records and internal to officials of the Brazilian Air Force, the Peruvian Air controls provisions of the FCPA in connection with sales Force, the office of the Governor of the Brazilian State of made in Russia.33 According to the DOJ, several high-level Roraima, and the Office of the Governor of the Argentine managers at French and Russian Bio-Rad subsidiaries State of San Juan to obtain and retain MRO services who were responsible for overseeing Bio-Rad’s business business for DAI and its affiliate, Dallas Airmotive do in Russia, paid intermediary companies commissions Brasil (DAB).23 Employees of DAI and DAB referred to of between 15 and 30 percent, purportedly for services bribe payments as “commissions” or “consulting fees”;24 related to sales of diagnostic products to the Russian used front companies affiliated with foreign officials;25 government, despite knowing that the intermediaries directly provided things of value, such as paid vacations, were not providing those services.34 The intermediary to a foreign official and his spouse;26 and made payments companies had been created by an agent hired by the to third-party commercial representatives with the French subsidiary, Bio-Rad SNC, to assist the subsidiary understanding that the payments would be passed along with sales in Russia and were located in Panama, the to the foreign officials.27 United Kingdom, and Belize.35 The agent also established bank accounts for the intermediary companies in Lithuania The DOJ filed a criminal information in federal court in and Latvia, into which Bio-Rad SNC paid funds.36 Bio- the Northern District of Texas, charging DAI with one Rad conducted no due diligence on the intermediary count of conspiring to violate the FCPA and one count of companies prior to engaging them, and, according to the violating the FCPA’s anti-bribery provisions.28 Under the DOJ, the intermediary companies lacked the capabilities to DPA, DAI agreed to pay a US$14 million criminal penalty perform the contractually defined services.37 The DOJ also to resolve the FCPA charges brought by the DOJ. The noted that even had the intermediary companies actually DOJ considered DAI’s “substantial cooperation, including been able to perform the services, they nevertheless would conducting an internal investigation, voluntarily making have been overpaid since they were receiving commissions U.S. and foreign employees available for interviews, of between 15 and 30 percent.38 and collecting, analyzing, and organizing voluminous evidence and information” as factors in entering into The DOJ did not charge Bio-Rad with violations of the anti- the DPA. 29 bribery provisions of the FCPA or make any mention of what the payments might have been used for, but did find that the The DPA also notes that DAI had improved its compliance company, through its managers, had failed to implement program and internal controls and has committed to an adequate system of accounting controls or an adequate further enhancing both.30 The DPA requires DAI to report compliance system “with regard to its Russian operations annually to the DOJ for three years but does not require while knowing that the failure to implement such controls DAI to engage an independent compliance monitor.31 allowed the intermediary companies to be paid significantly In announcing the resolution of FCPA charges against above-market commissions for little or no services.”39 DAI, the DOJ acknowledged the “assistance of law The DOJ gave the company credit for conducting an enforcement counterparts in Brazil.”32 internal investigation with independent counsel following Bio-Rad Laboratories, Inc. Resolves DOJ the discovery of potential FCPA violations, and for fully cooperating with the DOJ’s investigation, including and SEC Investigations voluntarily producing U.S. and foreign employees for On November 3, 2014, Bio-Rad Laboratories, Inc., interviews and voluntarily producing documents from a California-based life sciences research and clinical overseas. In addition, the DOJ credited the company diagnostics products company, resolved parallel FCPA with undertaking remedial measures to enhance its investigations by the DOJ and the SEC by agreeing to internal controls and compliance program, including its pay a total of US$55 million in disgorgement, interest, third-party due diligence procedures, and with closing its and penalties. Vietnam office after learning of improper payments by

Global Anti-Corruption Insights | 8 its Vietnamese subsidiary. As part of the NPA, Bio-Rad with government officials in certain African countries has agreed to continue cooperating with the DOJ and to since 2010.45 The company disclosed in its quarterly periodically report on its compliance efforts for the next report filed with the SEC on December 10, 2013 that it two years.40 had shared the results of its internal investigation with the DOJ and SEC and was cooperating with both agencies in The SEC charged the company with making improper their investigations.46 payments in violation of the FCPA to government officials in Vietnam and Thailand from 2005 to 2010, and, during the Layne has now resolved the government’s FCPA same timeframe, ignoring the high probability that certain investigations. On October 27, 2014, the SEC announced payments to third parties would be used to make improper its order instituting settled administrative proceedings, payments to Russian government officials.41 According to which charged the company with violating the FCPA’s the SEC’s Order, Bio-Rad’s foreign subsidiaries improperly anti-bribery and books and records and internal controls booked US$7.5 million in payments—which resulted provisions.47 To resolve these charges, without admitting in US$35.1 million in illicit profits—as commissions, or denying the SEC’s findings, the company agreed to advertising, and training fees.42 Because the subsidiaries’ pay US$5.1 million—US$3,893,472.42 in disgorgement books were consolidated into the parent company’s books plus US$858,720 in prejudgment interest, as well as a and records, the SEC concluded that Bio-Rad violated US$375,000 penalty. The company also agreed to provide the anti-bribery, books and records, and internal controls periodic reports to the SEC, at no less than nine-month provisions of the FCPA.43 intervals during a two-year term, regarding the status of its FCPA and anticorruption-related remediation and its The SEC entered an administrative cease-and-desist implementation of compliance measures. order against Bio-Rad, pursuant to which the company agreed to pay US$40.7 million in disgorgement and According to the SEC’s Order, between 2005 and 2010, the prejudgment interest.44 company, through its subsidiaries in Africa and Australia, made more than US$1 million in improper payments— some of which were funded by cash transfers from its U.S. bank accounts—to government officials in the Republic of Mali, the Republic of Guinea, Burkina Faso, the United Republic of Tanzania, and the Democratic Republic of the Congo.48 The Order found that the company—with the knowledge of and in some cases authorization by the president of its Mineral Exploration Division—made these payments to obtain approximately US$3.9 million in benefits, including “favorable tax treatment, customs clearance for drilling equipment, work permits for expatriates, and relief from inspection by immigration and labor officials, as well as to avoid penalties for the delinquent payment of taxes and customs duties and the failure to register immigrant workers.”49 The order further found that the company “falsely recorded these improper Layne Christensen Company Settles payments as legitimate expenses and failed to maintain a system of internal accounting controls sufficient to provide SEC Charges reasonable assurances over its operations.”50 As we reported in our Winter 2014 newsletter, Layne In issuing its order, the SEC credited the company’s Christensen Company—a Kansas-based water cooperation and remediation. Upon learning of the management, construction, and drilling business—has improper payments, the company “quickly” initiated an been investigating potential FCPA violations in connection internal investigation conducted by outside counsel, with payments made to agents and third parties interacting self-reported preliminary findings to the SEC, and

Global Anti-Corruption Insights | 9 terminated four employees, including the president provisions of the FCPA. The company allegedly made of the Mineral Exploration Division.51 In addition, or authorized improper payments to government officials in Indonesia, Bangladesh, Nepal, Pakistan, Layne Christensen voluntarily provided the and Turkey from 2007 to 2010 in order to win contracts Commission with real-time reports of its to supply the countries’ law enforcement agencies investigative findings, produced English with firearms and related products.54 Smith & Wesson language translations of documents, made settled the charges with a cease-and-desist order and foreign witnesses available for interviews in agreed to pay US$2 million, comprising US$107,852 the United States, shared summaries of witness in disgorgement, US$21,040 in prejudgment interest, interviews and reports prepared by forensic and US$1.906 million in penalties.55 consultants retained in connection with the Company’s internal investigation, and responded The SEC alleged that during this time period, Smith & to the Commission’s requests for documents and Wesson was actively trying to expand its predominately information in a timely manner.52 U.S. sales to several new, potentially high-risk international markets by engaging in a pattern of Earlier, on August 15, 2014, the company announced that offering, authorizing, or making illegal payments and the DOJ “ha[d] decided to not file any charges against gifts. According to the SEC, neither Smith & Wesson’s the Company in connection with the previously disclosed compliance program nor its internal controls were investigation into potential violations of the [FCPA]” and designed or implemented to account for the FCPA risks that the DOJ “considers the matter closed.”53 associated with contracting in new, high-risk markets.56 The Order specifically notes that the company performed no anti-corruption risk assessment of its new activities, conducted virtually no due diligence on its third-party agents, and failed to devise adequate policies and procedures for commission payments and the use of samples or gifts.57 Despite the pattern of bribery, according to the SEC, Smith & Wesson succeeded in obtaining only one firearms contract—when it retained a third-party agent in Pakistan to provide over US$11,000 in free guns and cash to Pakistani police officials.58 The SEC Order found that the free guns and cash were authorized by Smith & Wesson’s Vice President of International Sales and its Regional Director of International Sales, and were characterized in the company’s books and records as legitimate commissions to the third-party agent.59 The SEC Order also found that the Pakistan contract resulted in US$107,852 profit for Smith & Wesson, the Smith & Wesson Resolves SEC FCPA amount the SEC required the company to disgorge.60 Charges for US$2 Million In announcing the settlement with Smith & Wesson, On July 28, 2014, the SEC announced an order Kara Brockmeyer, Chief of the SEC Enforcement instituting settled administrative proceedings Division’s FCPA Unit, said: “This is a wake-up call for against Smith & Wesson Holding Corporation small and medium-size businesses that want to enter (Smith & Wesson), a Massachusetts-based firearms into high-risk markets and expand their international manufacturer, charging the company with violating the sales. … When a company makes the strategic decision anti-bribery, books and records, and internal controls to sell its products overseas, it must ensure that the right internal controls are in place and operating.”61

Global Anti-Corruption Insights | 10 The SEC credited the company’s “prompt action to Two More Executives of Direct Access remediate its immediate FCPA issues,” including Partners Plead Guilty to FCPA and “conducting an internal investigation, terminating its Travel Act Charges entire international sales staff, terminating pending international sales transactions,” and re-evaluating On December 17, 2014, two former executives of Direct its international sales strategy.62 In addition, Smith & Access Partners LLC (DAP), a now-defunct New York- Wesson implemented a series of remedial measures based broker-dealer, pleaded guilty in Manhattan federal designed to enhance its compliance program and court to a conspiracy to violate the FCPA and the Travel strengthen its internal controls.63 Act in connection with a scheme to bribe a senior official at a Venezuelan state-owned economic development Justice Department and SEC bank. The guilty pleas of Benito Chinea, DAP’s former CEO, and Joseph DeMeneses, a former DAP managing Enforcement Actions against partner, follow the criminal convictions of four other Individuals for Violations of the FCPA individuals associated with the bribery scheme: DAP employees Ernesto Lujan, Tomas Alberto Clarke Former Owner and President of Bethancourt, and Jose Alejandro Hurtado, and the Chestnut Consulting Indicted for Venezuelan banking official, Maria de los Angeles Violations of the FCPA Gonzalez De Hernandez (Gonzalez), who was also convicted in U.S. federal court. On January 6, 2015, a federal grand jury in the Eastern District of Pennsylvania indicted Dmitrij Harder, the The DOJ alleges that from 2008 through 2012, Chinea former owner and President of Chestnut Consulting and DeMeneses, together with their co-conspirators, Group Inc. and Chestnut Consulting Group Co. made millions of dollars in illicit payments in exchange (collectively, Chestnut Group) on charges of violating for bond trading business that Gonzalez controlled. The the FCPA, Travel Act, and anti-money laundering defendants allegedly routed these illicit payments through laws. The allegations in the indictment center third parties posing as “foreign finders” and into offshore around Chestnut Group’s payment of approximately bank accounts. According to the DOJ, DAP generated over US$3.5 million to an official of the European Bank US$60 million in commissions on trading business that for Reconstruction and Development (EBRD), a resulted from the bribery scheme. London-based multilateral development bank, which Chinea and DeMeneses have agreed to pay US$3,636,432 is owned by over 60 sovereign nations and finances and US$2,670,612 in forfeiture, respectively, and their development projects in Eastern Europe and other sentencing hearings are scheduled for March 27, 2015.65 emerging markets. According to the indictment, A parallel SEC enforcement action is pending. The federal the improper payments were made through phony investigation of DAP reportedly began with a periodic contracts with the EBRD official’s sister and were examination of the broker-dealer by the SEC. “in exchange for influencing the [EBRD] official’s actions on applications for financing submitted by the Chestnut Group’s clients and for directing business Former FLIR Systems Employees to the Chestnut Group.” One application was for an Consent to SEC Cease-and-Desist Order EBRD investment of US$85 million and a loan of On November 17, 2014, the SEC announced that it had €90 million, and the other for an EBRD investment sanctioned two former employees of FLIR Systems Inc., of US$40 million and a convertible loan of US$60 a U.S.-based defense contractor, for violating the FCPA.66 million. The Chestnut Group allegedly received US$8 Stephen Timms, head of FLIR’s Middle East office in million in success fees as a result of these applications Dubai, and Yasser Ramahi, who reported to Timms, getting approved.64 consented to the entry of a cease-and-desist order against them and agreed to pay US$50,000 and US$20,000 respectively in financial penalties, without admitting or denying the SEC’s findings.67 According to the SEC, the

Global Anti-Corruption Insights | 11 two provided five Saudi officials with US$7,000 worth of in a bribery scheme in violation of the FCPA.73 In late watches in March 2009 and arranged for certain key Saudi December 2014, Hoskins lost his motion to dismiss officials, including two who received watches, to have a the government’s indictment,74 and his trial currently “world tour” in the summer of 2009 in connection with a is scheduled for June 2015.75 In denying his motion to multi-million dollar contract with the Saudi government dismiss, the court found that (1) whether Hoskins had to provide thermal binoculars.68 withdrawn from the alleged conspiracy to violate the FCPA by resigning from Alstom on August 31, 2004, The “world tour” for the officials consisted of 20 nights of such that the charges against him were barred by the leisure travel paid for by FLIR, with stops in Casablanca, five-year statute of limitations, and (2) whether he could Paris, Dubai, Beirut, and New York City, and four visits be considered an agent of Alstom’s U.S. subsidiary, as to the company’s Boston facilities (one for five hours, opposed to solely an agent of the French parent, were both the others for one or two hours), as well as a few other factual questions for a jury to resolve.76 The court also meetings with FLIR personnel in Boston at the officials’ found that the FCPA could be applied extraterritorially hotel.69 Timms and Ramahi attempted to cover up the in this case because the indictment alleged that Hoskins world tour by claiming to the FLIR finance department had used U.S. wire transfers to promote the conspiracy; that the Saudis were supposed to have paid for the trip his lack of physical presence in the U.S. while involved themselves and that FLIR had paid only because of in the conspiracy was not required to allege a violation of a billing mistake by FLIR’s travel agent. They then the FCPA.77 The court also rejected Hoskins’ arguments fabricated invoices and other documentation purportedly that venue was improper.78 His trial is currently scheduled showing the mistake and also submitted false, supposedly for June 2, 2015.79 “corrected” documentation.70 As we also reported previously, the DOJ has brought Similarly, when the FLIR finance department flagged charges against other former Alstom employees. On April the US$7,000 in watch purchases, Timms and Ramahi 30, 2013, former Alstom executive William Pomponi attempted to cover them up by claiming that the purchases pleaded guilty to charges for his alleged participation in were for 7,000 Saudi Riyals, not dollars. Ramahi obtained a bribery scheme in violation of the FCPA,80 and on July a fabricated invoice indicating that the watches were 17, 2014, Pomponi pleaded guilty.81 Pomponi’s sentencing, bought for 7,000 Riyals (about US$1,900), and Timms which was originally scheduled for October 22, 2014, submitted this false invoice to the finance department. has been continued without date to permit completion of When the finance department emailed the third party Hoskins’ trial.82 used for the watch purchases to ask follow-up questions, Timms drafted the third party’s responses.71 Two other Alstom executives, Frederic Pierucci, an executive of the Connecticut-based U.S. subsidiary The SEC noted in its order that FLIR had a code of conduct of Alstom, and David Rothschild, a former Alstom that prohibited its employees from violating the FCPA executive,83 have pleaded guilty.84 Pierucci’s sentencing, and required them to record information “accurately and which was originally set for December 10, 2014, has been honestly” in the company’s books and records. In addition, “continued with no new date set.”85 Rothschild’s sentencing both Timms and Ramahi had received FCPA-compliance has not yet been scheduled on the court’s docket. training, including training on providing gifts, travel, and entertainment to government officials.72 The defendants, together with others, allegedly paid bribes to Indonesian officials—including a member of Former Alstom Executive’s Motion to the Indonesian Parliament and high-ranking officials of Dismiss Indictment Denied, Trial Set the Perusahaan Listrik Negara (PLN), a state-owned and for June 2015; Sentencing for controlled electricity company—for assistance in securing Co-Defendants Delayed a US$118 million contract known as the Tarahan Project to provide power-related services in Indonesia.86 The DOJ As we have reported previously, on July 30, 2013, the has also alleged that Alstom subsidiaries in the United DOJ announced that it had charged former Alstom States, Switzerland, and Indonesia were each involved in executive Lawrence Hoskins for his alleged participation the bidding for the Tarahan Project.87

Global Anti-Corruption Insights | 12 guilty in July, he was placed under house arrest in Tulsa, Oklahoma.90 Kowalewski is the third BizJet executive to enter a guilty plea in this case. As we previously reported, on January 5, 2012 Peter DuBois, BizJet’s former vice president of sales and marketing, pleaded guilty to one count of conspiracy to violate the FCPA and one count of violating the FCPA, and Neal Uhl, BizJet’s former vice president of finance, pleaded guilty to one count of conspiracy to violate the FCPA. Moreover, on March 15, 2012, BizJet agreed to pay a US$11.8 million criminal penalty pursuant to a three- year DPA in order to resolve a charge of conspiring to violate the FCPA’s anti-bribery provisions. BizJet’s parent company, Lufthansa Technik AG, also entered into an NPA in connection with the unlawful payments made by BizJet.91 Jald Jensen, a fourth BizJet executive who was indicted, still remains at large. Former BizJet CEO Sentenced to Time Served Top U.S. Enforcement Officials Comment on FCPA In July 2014, Bernd Kowalewski, the former President and CEO of BizJet International Sales and Support In recent speeches, DOJ officials have emphasized the Inc. pleaded guilty in U.S. District Court for the Department’s focus on holding individual employees Northern District of Oklahoma to an FCPA charge of companies under investigation accountable for and an FCPA conspiracy charge.88 On November 18, FCPA violations. Principal Deputy Assistant Attorney 2014, Kowalewski was sentenced to time served and a General for the Criminal Division, Marshall Miller, US$15,000 criminal penalty. explained in September 2014 that the degree of credit a The scheme that led to Kowalewski’s arrest involved more company will get from the DOJ under the Principles of than US$2.5 million in payments to government officials Federal Prosecution of Business Organizations for in Brazil, Mexico, and Panama in exchange for BizJet cooperating in an FCPA investigation will be directly receiving maintenance, repair, and overhaul (MRO) tied to the company’s willingness to assist the DOJ in contracts. According to the DOJ, Kowalewski and his prosecuting those employees responsible for the bribery: co-conspirators paid bribes directly, as well as through If you want full cooperation credit, make your a shell company, to officials employed by the Mexican extensive efforts to secure evidence of individual federal police, the Mexican air transport authority, the culpability the first thing you talk about when air fleet for the Mexican state of Sinaloa, the air fleet you walk in the door to make your presentation. for the Mexican state of Sonora, and the Panamanian Make those efforts the last thing you talk about civil air authority. At corporate board meetings and in before you walk out. And most importantly, make email correspondence, the co-conspirators reportedly securing evidence of individual culpability the referred to the improper payments as “commissions” or focus of your investigative efforts so that you have “incentives” for the foreign officials who helped them a strong record on which to rely.92 secure contracts.89 Miller noted Morgan Stanley’s assistance in securing Kowalewski, a German citizen, was arrested in the evidence to hold an employee, Garth Peterson, criminally Netherlands in March 2014 and waived extradition responsible for bribing Chinese government officials to the United States on June 20, 2014. After pleading as a “critical factor” leading to the company obtaining

Global Anti-Corruption Insights | 13 a declination from the DOJ.93 He also noted that while the benefits of cooperation, such as self-reporting to the PetroTiger Ltd’s ex-CEO and general counsel pleaded government, even in cases involving whistleblowers; and guilty to bribing a Colombian official to obtain a US$39 (4) how a broad range of items of “value”—not only money million services contract, PetroTiger itself escaped all and tangible gifts, but also contributions to charities charges as a result of its cooperation.94 headed by or affiliated with foreign officials—may pose problems under the FCPA when provided in order to obtain On November 19, 2014, Assistant Attorney General Leslie or retain business.99 Caldwell, head of the DOJ’s Criminal Division, and Andrew Ceresney, director of the SEC’s Enforcement Division, addressed the American Conference Institute’s 31st International Conference on the FCPA, both emphasizing the U.S. government’s continued commitment to fight foreign bribery. Caldwell discussed how in recent years the DOJ has improved its ability to investigate FCPA cases quickly and to prosecute individuals and intermediary entities for their roles in bribery schemes. Echoing Miller’s remarks, Caldwell said that in order for a company to get full cooperation credit, the DOJ “expect[s] [it] to provide us useful facts in a timely manner. And that includes, importantly, facts about the individuals responsible for the misconduct, no matter how high their rank may be.” 95 Caldwell highlighted the DOJ’s Kleptocracy Asset Recovery Initiative, which uses both criminal and civil authorities to strip corrupt officials of the proceeds of their corruption; the DOJ’s increased collaboration with law enforcement and regulatory authorities in other countries; and the benefits of cooperation with FBI Reportedly Tripling Number of the DOJ. In encouraging companies to cooperate with Agents Focused on Foreign Bribery U.S. authorities, she stressed that “[f]oreign data privacy laws exist to protect individual privacy, not to shield According to a report from the Wall Street Journal, the companies that purport to be cooperating in criminal Federal Bureau of Investigation this year is tripling the 96 investigations.” While Caldwell presented a broad number of agents focusing on foreign bribery to more vision of FCPA enforcement, she did state that “we are than 30.100 The additional agents will investigate potential focusing our attention on bribes of consequence – ones that violations of the FCPA, as well as potential recoveries of fundamentally undermine confidence in the markets and corrupt payments received by foreign government officials 97 governments.” Caldwell concluded by saying that “with under the government’s Kleptocracy Asset Recovery the power of so many countries now standing by our side, Initiative. The agents will work from FBI field offices in we are determined to use every lawful means available to New York, Washington, D.C., San Francisco, Los Angeles, 98 hold the perpetrators of corruption to account.” Miami, and Boston. Meanwhile, the SEC’s Andrew Ceresney covered four main topics: (1) a focus on cases against individuals, which DOJ Releases Opinion Regarding are “a powerful deterrent because people pay attention and Corporate Acquisitions alter their conduct when they personally face potential punishment”; (2) the importance of robust compliance In its second opinion procedure release of 2014, the DOJ programs, which can help companies avoid FCPA issues provided further insight into the circumstances in which it in the first place and receive more lenient treatment from will seek to hold an acquiring company accountable under U.S. authorities in the event that a problem does arise; (3) the FCPA for the pre-acquisition conduct of its target.101

Global Anti-Corruption Insights | 14 While the principles contained in the opinion procedure to the FCPA prior to the acquisition, its acquisition would are substantially similar to those laid out by prior DOJ not retroactively create liability for the requestor. opinion releases—most notably a 2008 opinion release Unlike in the Halliburton Opinion Release,107 the requestor in response to a request from Halliburton—and by the did not set forth a strict schedule for the target’s integration DOJ and SEC’s FCPA Resource Guide, the release does into its compliance program. The DOJ recognized, however, reflect the DOJ’s evolving approach.102 that “[t]he circumstances of each corporate merger or The requestor of the opinion was a U.S. company acquisition are unique and require specifically tailored due interested in acquiring all outstanding shares of a foreign diligence and integration processes. Hence, the exact timeline consumer products manufacturer and its subsidiary (the and appropriateness of particular aspects of Requestor’s target of the acquisition). Unlike the requestor, the target integration of the Target Company are not necessarily suitable had minimal contacts with the United States: its operations to other situations.”108 Again citing the FCPA Resource Guide, were largely confined to its country of incorporation, and the DOJ encouraged “companies engaging in mergers and it was not an issuer of securities on any U.S. exchange.103 acquisitions to (1) conduct thorough risk-based FCPA and anti-corruption due diligence; (2) implement the acquiring During the course of the requestor’s pre-acquisition company’s code of conduct and anti-corruption policies as due diligence, which included a review of the target’s quickly as practicable; (3) conduct FCPA and other relevant books and records by a forensic accounting firm, the training for the acquired entity’s directors and employees, as requestor discovered over US$100,000 of potentially well as third-party agents and partners; (4) conduct an FCPA- improper payments to government officials out of the specific audit of the acquired entity as quickly as practicable; 1,300 transactions with a total value of US$12.9 million and (5) disclose to the Department any corrupt payments analyzed. While the majority of the potentially improper discovered during the due diligence process.”109 payments were for licenses and permits, others involved gifts and cash donations to government officials, charitable contributions and sponsorships, and payments to the Rounding Out the Enforcement Docket state-owned media to minimize negative coverage. These payments were improperly classified in the target’s books U.S. Supreme Court Declines to Hear and records, and the target had virtually no anti-corruption Case Involving Meaning of “Foreign compliance program. Importantly, however, none of the Official” under the FCPA improper payments had any nexus to the United States.104 On October 6, 2014, the U.S. Supreme Court denied a The requestor represented to the DOJ that as part of petition for a writ of certiorari filed by Joel Esquenazi integrating the target into its operations, it would also and Carlos Rodriguez, former owners of Terra integrate the target into its compliance and reporting Telecommunications Corp., who were seeking review structure within one year of closing. In addition, it of the U.S. Court of Appeals for the Eleventh Circuit’s represented that no contracts or other assets that had been interpretation of a key term in the FCPA.110 In May 2014, obtained through improper payments would remain in the Eleventh Circuit upheld Esquenazi’s and Rodriguez’s 105 effect following the acquisition. FCPA convictions, concluding that the persons they bribed In light of these facts, the DOJ determined that it would were employees of an “instrumentality” of the Haitian not have jurisdiction over the target for any improper government and therefore counted as “foreign officials” payments that occurred pre-acquisition. Quoting from for purposes of the FCPA. The Eleventh Circuit defined the FCPA Resource Guide, the DOJ noted that “Successor an “instrumentality” of a foreign government as “an liability does not … create liability where none existed entity controlled by the government of a foreign country before. For example, if an issuer were to acquire a foreign that performs a function the controlling government company that was not previously subject to the FCPA’s treats as its own.” The appellate court explained that this jurisdiction, the mere acquisition of that foreign company test involves fact-intensive inquiries and offered a non- would not retroactively create FCPA liability for the exclusive list of factors that may be relevant.111 acquiring issuer.”106 Thus, since the target was not subject

Global Anti-Corruption Insights | 15 U.S. Supreme Court Declines to Hear notices to certain current and former employees of BNY Former CCI Executive’s Appeal Regarding Mellon, informing them that the SEC Staff has made a “Fugitive Disentitlement Doctrine” preliminary determination to recommend enforcement action against them for alleged violations of the [FCPA] On October 20, 2014, the U.S. Supreme Court denied a in connection with the provision of a limited number petition for a writ of certiorari filed by Han Yong Kim, of internships to relatives of sovereign wealth fund the former President of Control Components, Inc.’s officials” and that “BNY Mellon received a similar (CCI) Korean office, who was seeking review of a lower Wells notice in the fourth quarter of 2014.”117 The bank court decision that has prevented him from challenging was reportedly told in January 2011 of the SEC’s inquiry the bribery allegations he faces in the United States into its dealings with sovereign-wealth fund clients. 112 without first surrendering to U.S. authorities. In According to BNY Mellon, other financial institutions 2011, the U.S. District Court for the Central District of were notified around the same time of similar inquiries California cited the “fugitive disentitlement doctrine” by the SEC.118 as a basis for denying Kim’s request to contest the bribery case from South Korea, and in April of this Nortek Discloses Investigation Into year, the U.S. Court of Appeals for the Ninth Circuit Questionable Payments rejected Kim’s request for a Writ of Mandamus.113 On January 7, 2015, Nortek, Inc., a manufacturer Kim argued that application of the fugitive disentitlement of products including heating, cooling and security doctrine to him was clearly erroneous, because he had at control systems, disclosed that it had discovered all times lived in the Republic of South Korea and had “questionable hospitality, gift and payment practices, never fled from the jurisdiction of U.S. courts. Thus, and other expenses at the Company’s subsidiary, Linear in Kim’s view, he is not a fugitive and should not be Electronics (Shenzhen) Co. Ltd. (“Linear China”), prevented from invoking the U.S. court’s jurisdiction which are inconsistent with the Company’s policies through counsel from South Korea. Although Kim’s and raise concerns under the [FCPA] and perhaps certiorari petition pointed out that there is a split among under other applicable anti-corruption laws.”119 The circuit courts as to whether “constructive flight” is a company has initiated an internal investigation with the basis for courts to invoke the fugitive disentitlement assistance of outside counsel and has self-reported to doctrine, the U.S. Supreme Court denied the petition.114 the SEC and DOJ. The company currently believes that the amount of the questionable expenses and payments Kim, along with five other former CCI executives, was is not material to its financial condition or results of indicted in April 2009 for violation of the FCPA and the operations. Travel Act. Kim is charged with causing approximately US$550,000 to be paid to employees and officers of SEC Declines to Take Enforcement Action 115 state-owned and private companies. Kim is the only Against Dialogic former executive with charges pending; the five other executives charged in the indictment have entered into In its November 14, 2014 Form 10-Q, California-based plea agreements. Moreover, CCI pleaded guilty to Dialogic Inc. announced that the SEC had concluded violations of the FCPA and Travel Act in July 2009.116 its informal inquiry into potential FCPA violations at the company and did not intend to recommend any Announcements Regarding New, enforcement action. The SEC’s inquiry, which was Ongoing, and Closed Investigations first disclosed in 2011, stemmed from allegations of potential FCPA violations by Veraz Networks, Inc., a Bank of New York Mellon Receives Wells company that Dialogic acquired in 2010, prior to the Notice from SEC acquisition.120 In 2010, Veraz had paid US$300,000 to settle SEC charges regarding improper payments to On January 23, 2015, the Bank of New York Mellon officials in China and Vietnam.121 Corporation (BNY Mellon) disclosed that “[i]n the third quarter of 2014, the SEC Staff issued Wells

Global Anti-Corruption Insights | 16 Goodyear Reserves for Potential Resolution of through third-party intermediaries in China which FCPA Investigations raised FCPA concerns.128 According to Agilent, On October 29, 2014, Ohio-based Goodyear Tire & a routine internal audit detected had detected the Rubber Co. announced that, after ongoing discussions concerns. The DOJ and SEC each opened investigations with the DOJ and the SEC, the company was recording into the company’s conduct after Agilent voluntarily a charge of US$16 million in the third quarter of 2014 in advised both agencies of its internal investigation on 129 connection Goodyear’s conduct in Kenya and Angola.122 September 5, 2013. According to Goodyear, in June 2011 an anonymous DOJ and SEC Close Inquiries into source reported that the company’s majority-owned joint Image Sensing Systems venture in Kenya may have made “improper payments,” On September 8, 2014, St. Paul, Minnesota-based possibly in violation of the FCPA. The following month, in tech firm Image Sensing Systems (ISS) announced July 2011, an employee of Goodyear’s Angolan subsidiary that the DOJ and SEC had closed their inquiries into reported that improper payments may also have been made the company’s compliance with the FCPA without in Angola. In response, Goodyear retained outside counsel recommending any enforcement action. As previously and forensic accountants to investigate the allegations disclosed, ISS had launched an internal investigation of improper payments in both Kenya and Angola and to in early 2013 upon learning that Polish authorities examine the company’s overall compliance with the FCPA were probing its subsidiary, Image Sensing Systems 123 in those countries. Goodyear voluntarily disclosed the Europe Limited SP.Z.O.O., in connection with potential results of this initial investigation to the DOJ and the SEC. criminal violations related to a project in Poland. ISS The company noted in its October 2014 10-Q that the credited its voluntary disclosure, cooperation and US$16 million reserve is an estimate of the potential loss enhancements to its compliance program as reasons for “associated with these matters,” which “could vary, and the decision not to pursue any enforcement actions.130 the timing of any resolution and payment [had not] yet been determined.”124 BHP Billiton Ltd. In Discussions to Resolve Investigations Agilent Discloses Completion of DOJ BHP Billiton Ltd.—an Australian company and one and SEC Probes of the world’s largest producers of aluminum, copper, Agilent Technologies, a California-based manufacturer coal, iron ore, and other commodities— disclosed in of electronic and bio-analytical measurement its annual report that it is in discussions to resolve an instruments, disclosed in its September 29, 2014 investigation of potential FCPA violations related to 8-K, that the DOJ and the SEC have closed their BHP’s sponsorship of the 2008 Beijing Olympics and inquiries into the company’s sales practices in China hospitality and gifts provided to Chinese dignitaries.131 without recommending any enforcement action.125 The After receiving a request for information from the SEC company reported that it had received a letter from in August 2009, BHP launched an internal investigation the SEC’s Division of Enforcement stating that its and “disclosed to relevant authorities evidence that investigation had been completed and that the Division it ha[d] uncovered regarding possible violations of of Enforcement did not recommend any enforcement applicable anti-corruption laws involving interactions action against the company.126 Agilent also reported with government officials.”132 The annual report further that on September 24, 2014, the company had received explains that the “issues relate primarily to matters in a letter from DOJ stating that it had closed its inquiry, connection with previously terminated exploration and citing Agilent’s voluntary disclosure and thorough development efforts, as well as hospitality provided investigation.127 as part of the Company’s sponsorship of the 2008 Beijing Olympics.”133 The Australian Federal Police are In Agilent’s September 2013 10-Q, the company commencing their own investigation into these issues.134 reported that it had initiated an internal investigation relating to sales made by company employees and

Global Anti-Corruption Insights | 17 General Cable Corp. Announces Internal Investigation On September 3, 2014, the Kentucky-based cable manufacturer, General Cable Corp., announced that it has been investigating transactions involving its operations in Angola, Thailand, India, and Portugal in order to determine whether anti-corruption laws may have been violated.135 According to General Cable, between 2002 and 2013, payments by employees in its Portuguese and Angolan subsidiaries to officials of government-owned public utilities in Angola have “raise[d] concerns under the FCPA and possibly under the laws of other jurisdictions.”136 General Cable’s investigation has focused on the use of agents in connection with these payments. General Cable is also reviewing its use of and payments to agents in connection with its Thailand and India SEC Whistleblower Program Update operations which, according to the company, could 137 have implications under the FCPA. In response to this The SEC’s Whistleblower Program, created by the investigation, the company is “implementing a screening 2010 Dodd-Frank Act, has three principal objectives: process relating to sales agents … use[d] outside of the (1) to provide monetary awards to whistleblowers; (2) United States, including, among other things, a review of to protect whistleblowers from retaliation; and (3) to the agreements under which they were retained and a risk- protect whistleblower confidentiality.141 Awards are made based assessment of such agents to determine the scope of to whistleblowers “who voluntarily provided original due diligence measures to be performed by a third-party information to the Commission that led to the successful 138 investigative firm.” enforcement of the covered judicial or administrative The company has voluntarily disclosed this information action, or related action.”142 To date, the Program has to the SEC and DOJ and continues to cooperate with received 10,193 tips from whistleblowers, including 83 both agencies. tips from persons living outside the United States.143 423 tips related to potential FCPA violations.144 Since Cubist Pharmaceuticals Confirms its inception, 14 whistleblowers have received monetary DOJ and SEC Investigations awards from the program, including four persons living 145 Massachusetts-based Cubist Pharmaceuticals Inc. has outside the U.S. No awards have been made in the disclosed that it is continuing to cooperate with DOJ FCPA context, however. and SEC investigations into potential violations of the In 2014, the SEC awarded nine whistleblowers over FCPA by its subsidiary Optimer Pharmaceuticals Inc. US$31 million, including one award over US$30 million (Optimer). The DOJ and SEC investigations revolve and another award to an individual working in an audit around a 2011 attempted share grant by Optimer, and a or compliance function.146 The US$30 million award was potentially improper payment to a research laboratory made to a foreign whistleblower and is the largest in the associated with that grant, though the company did not Program’s history.147 The award to the whistleblower disclose any detail about the conduct or countries the working in an audit or compliance function was made only investigations involved.139 Cubist acquired Optimer, a after the whistleblower reported the violation internally global biopharmaceutical company, on October 24, 2013.140 and waited 120 days before reporting the violation to the SEC.148 The SEC reports that in 2014, it received 3,620 tips, 159 of which related to the FCPA.149

Global Anti-Corruption Insights | 18 In 2014, for the first time, the SEC exercised its anti- district court in Pennsylvania unsealing DOJ’s seizure retaliation authority and charged Paradigm Capital warrant application filed on August 22, 2014 based on a Management, Inc., a hedge fund advisory firm, with US$500,000 Pennsylvania limited partnership established retaliating against a whistleblower. Paradigm paid US$2.2 by Chun’s daughter-in-law, Park Sang-Ah.157 The total million to settle the charges.150 amount of seized proceeds traceable to Chun now exceeds US$1.2 million.158 DOJ Recovers Proceeds of Corruption On October 10, 2014, DOJ announced the settlement of under Its Kleptocracy Initiative its civil forfeiture case filed in October 2011 against the Second Vice President of Equatorial Guinea, Teodoro The DOJ has continued its commitment to the global fight (Teddy) Nguema Obiang Mangue.159 According to the against corruption through its Kleptocracy Asset Recovery DOJ, Obiang received an official government salary of less Initiative. In the consecutive months of August, September, than US$100,000, but used his position and influence as a October, and November, the DOJ announced the execution government minister to accumulate over US$300 million of civil forfeiture judgments and complaints against three worth of assets in violation of both Equatoguinean and U.S. former and one current foreign official, totaling over US$30 law.160 Obiang then used intermediaries to acquire several million. assets in the United States, including a US$30 million Described by the DOJ as the largest forfeiture ever obtained mansion in Malibu, California; a Ferrari; and approximately 161 through a Kleptocracy Action, on August 7, 2014, the US$1 million of Michael Jackson memorabilia. Under DOJ announced the forfeiture of over US$480 million in the settlement agreement, Obiang must sell these items and hidden corruption proceeds by former Nigerian dictator, give most of the proceeds to a charity for the benefit of the 162 Sani Abacha, and his co-conspirators.151 This forfeiture people of Equatorial Guinea. Obiang must also disclose judgment was the result of a complaint that the DOJ filed in and remove other assets he owns in the United States, and if November 2013, seeking to seize more than US$625 million certain other assets not in the United States are ever brought in assets.152 As alleged in the complaint, and affirmed by into the United States, such assets will be subject to seizure 163 Judge John D. Bates of the U.S. District Court for the District and forfeiture as well. of Columbia, Abacha—along with his son, Mohammad On November 7, 2014, the DOJ announced the filing of Sani Abacha, their associate, Abubakar Atiku Bagudu, and a civil forfeiture complaint in July against Chad’s former others—embezzled public funds from the Central Bank of Ambassador to the United States and Canada, Mahamoud Nigeria on the false pretense that the funds were necessary Adam Bechir.164 According to the DOJ, in 2009 Bechir for national security; the funds were then moved overseas used his position “to influence the award of oil development through U.S. financial institutions and deposited in different rights in Chad in exchange for US$2 million and other banks around the world.153 Abacha and others also caused valuable interests from Griffiths Energy International the Nigerian government to purchase bonds backed by the Inc., a Canadian company” under the guise of various United States at inflated prices, resulting in a windfall of consulting agreements.165 The DOJ further alleged that over US$282 million.154 once the company secured its oil rights in Chad, US$2 On September 3, 2014, the DOJ announced the seizure million was subsequently transferred to an account located of an additional US$500,000 worth of assets stemming in Washington, D.C. held by a shell company created by 166 from corruption proceeds obtained by former president of Bechir’s wife, Nouracham Niam. These payments were South Korea, Chun Doo Hwan.155 According to the DOJ, then commingled with other funds, US$1,474,517 of which while in office Chun accumulated over US$200 million in were subsequently transferred to Bechir’s bank account bribes, which he and his relatives “systematically laundered” in South Africa, where he is currently serving as Chad’s 167 through a “complex web of transactions in the United States Ambassador. On September 9, 2014, the DOJ’s seizure and Korea.”156 The DOJ seized US$726,000 in April 2014 warrant was executed with respect to US$106,488.31, the 168 based on proceeds of a residence purchased by Chun’s son, current balance of Bechir’s account in South Africa. Chun Jae-Yong, located in Newport Beach, California. This Griffiths Energy pleaded guilty to bribing Bechir in 169 additional US$500,000 seizure came on the heels of a federal Canadian court in 2013.

Global Anti-Corruption Insights | 19 FCPA-Related Civil Litigation and (4) any additional responsive documents ‘known to exist’ by the undefined ‘Office of the General Counsel.’” Moreover, the order “requires the production of … Wal-Mart Ordered to Produce Internal contents of Responsive Documents that are protected by Investigation Documents the attorney-client privilege … and the contents that are Two shareholder suits against Wal-Mart continue to move protected by the attorney work-product doctrine …”177 forward. Both suits stem from allegations that in the early Wal-Mart’s production is supposed to cover “1) any 2000s Wal-Mart’s Mexican subsidiary bribed Mexican aspect of the … Investigation; 2) [Wal-Mart’s] FCPA officials and that once Wal-Mart executives became aware general compliance policies and procedures; and 3) of the matter, they failed to conduct a proper investigation. [Wal-Mart’s] internal investigation policies, procedures, and/or protocols.”178 In the first case, which is pending in the Western District of Arkansas, shareholders brought a “securities fraud putative Wal-Mart appealed to the Supreme Court of Delaware, class action on behalf of all persons who purchased or which, on July 25, 2014 upheld the Court of Chancery’s otherwise owned common stock of [Wal-Mart] between decision. The Supreme Court found that the “officer-level December 8, 2011 and April 20, 2012. … ”170 The plaintiffs documents are necessary and essential to determining allege violations of Section 10(b) and 20(a) of the 1934 whether and to what extent mismanagement occurred and Securities Act and Rule 10b-5.171 According to the plaintiffs, what information was transmitted to Wal-Mart’s directors in December 2011, Wal-Mart filed a 10-Q with the SEC that and officers.”179 In requiring the production of documents deceptively “omitt[ed] the fact that Wal-Mart learned of protected by the attorney-client privilege, the Court suspected corruption in 2005 and conduct[ed] an internal explicitly adopted the Garner doctrine for the first time.180 investigation in 2006 . …”172 This doctrine states that “where the corporation is in suit against its stockholders on charges of acting inimically to Wal-Mart filed a motion to dismiss the complaint in March, stockholder interests,” the shareholders may have access 2013. United States District Judge Susan O. Hickey referred to otherwise protected material for good cause, such as the motion to Magistrate Judge Erin L. Setser, who issued a proving a breach of a fiduciary duty.181 Report and Recommendation recommending denial.173 On September 26, 2014, Judge Hickey adopted the Report and Prior to Wal-Mart’s October 29, 2014 production deadline, Recommendation, agreeing that Wal-Mart’s submission Wal-Mart filed a motion with the Court of Chancery to the SEC “could have left a reasonable investor with the seeking clarification of its original order. On October impression that [Wal-Mart] first learned of the suspected 23, 2014, the court issued an order stating that Wal-Mart corruption during fiscal year 2012—an impression that did not have to produce documents created as part of its would be untrue.”174 The court also found that the plaintiffs 2011-2012 investigation into the original allegations of sufficiently alleged the requisite scienter for the claims.175 As bribery and Wal-Mart’s response. However, Wal-Mart had result, the parties are now moving forward with discovery. to include all documents from its 2011-2012 investigation in a privilege log for possible use in future litigation. On In the second case, shareholders brought a suit against December 11, 2014, the plaintiffs filed a motion seeking Wal-Mart in Delaware Chancery Court to inspect the sanctions against Wal-Mart for its “materially deficient” company’s books and records under Section 220 of the production in the Delaware action. The plaintiffs asked for Delaware General Corporation Law so that they can US$1 million and an additional US$10,000 per day until “investigate mismanagement and possible breaches of Wal-Mart fully complies with the court order.182 fiduciary duty by the directors and officers . …”176 On October 15, 2013, the Court of Chancery entered a final In its most recent Form 10-Q, filed with the SEC on order requiring Wal-Mart “to produce (1) officer (and December 12, 2014, Wal-Mart mentioned both lawsuits, lower)-level documents regardless of whether they were but stated that “Management does not believe any possible ever provided to Wal-Mart’s Board of Directors or any loss or the range of any possible loss may be incurred in committee thereof; (2) documents spanning a seven-year connection with these proceedings will be material to the period [2005-2012] and extending well after the timeframe Company’s financial condition or results of operation.”183 at issue; (3) documents from disaster recovery tapes;

Global Anti-Corruption Insights | 20 Business Groups Support Protection had provided federal authorities with information from its Against Defamation Suits Based On investigation, including a memorandum describing Robert 192 Communications With DOJ Writt as a “major participant” in the bribery scheme. The memo further stated that Writt recommended the company On October 31, 2014, three major business groups—the reimburse contractor payments that Writt knew to be bribes U.S. Chamber of Commerce, the National Association of and that Writt failed to report illegal conduct.193 Manufacturers, and the American Petroleum Institute— filed an amicus brief in the Supreme Court of Texas in Writt went on to file a defamation suit against Shell for support of Shell Oil Co. and Shell International Exploration being named in the memorandum, and though the trial and Production, Inc. (collectively, Shell).184 The brief court granted summary judgment in favor of Shell— comes in response to a decision by the Texas First Court based on Shell’s “absolute privilege” or “immunity” to of Appeals, which refused to extend an absolute privilege make defamatory statements to the DOJ—the Texas to Shell for communication between the company and the First Court of Appeals reversed the trial court’s finding 194 Justice Department and, accordingly, allowed a defamation of absolute privilege. Specifically, the appellate court suit against Shell by a former employee to proceed.185 found that, given the public interest in cooperation with the DOJ, the communication made by Shell was protected In the amicus brief, the business groups contend that by a “conditional privilege”; however, the court found the “court of appeals decision undermines corporate that the evidence presented to the trial court did not cooperation with federal government investigators and does suffice to establish Shell’s “absolute privilege” in these little to discourage companies from making false statements circumstances.195 The court explained that “neither Shell 186 to the government.” Moreover, the brief discusses how, nor Writt was a party to an ongoing or proposed judicial by discouraging corporate self-disclosure, the appellate or quasi-judicial proceeding at the time that Shell made the court ruling undercuts Congress’ policy goals in passing complained-of statements.”196 the FCPA.187 The Texas Supreme Court heard oral argument on The business groups highlight the tension created, on the November 6, 2014.197 one hand, by a rule that exposes corporations to defamation liability for communications with federal agencies and, Cobalt International Energy, Inc. Faces on the other, by the U.S. Sentencing Guidelines that Class Action Lawsuit After Disclosing reduce the offense level for companies that report offenses “Wells Notice” from SEC to governmental authorities when that information is “sufficient for law enforcement to identify … the On November 30, 2014, Houston-based oil exploration individual(s) responsible for the criminal conduct.”188 There and production company Cobalt International Energy, is also a concern, according to the business groups, that this Inc. (Cobalt) and certain of its senior executives were hit decision will make Texas a magnet for “fishing expeditions” with a shareholder class action lawsuit based on alleged launched by employees seeking to uncover reports from the misstatements to investors regarding the nature of the many companies that have a presence in Texas.189 company’s operations in the Republic of Angola. This shareholder suit—which alleges, among other things, By way of background, in November 2010, as part of a that Cobalt concealed that it obtained access to Angolan settlement with the SEC and the DOJ, a number of companies, oil wells through bribery and improper partnerships including Shell Oil. Co. and two of its subsidiaries, paid with shell companies partially owned by high-level 190 millions of dollars in both fines and criminal penalties. Angolan officials—follows Cobalt’s August 5, 2014 According to an SEC Press Release, Royal Dutch Shell plc, announcement that the SEC’s Division of Enforcement Shell Oil Co., and its indirect subsidiary, Shell International had issued a “Wells Notice” stating that the Division Exploration and Production, Inc. “violated the FCPA by was considering recommending an enforcement action using a customs broker to make payments from 2002 to for possible violations of federal securities laws. In 2005 to officials at [Nigerian Customs Service] to obtain 2011, the SEC issued a formal order of investigation preferential customs treatment related to a project in regarding Cobalt’s Angola operations.198 Nigeria.”191 Before the settlement was reached, the company

Global Anti-Corruption Insights | 21 On January 28, 2015, however, Cobalt announced Alcoa will also pay US$3.75 million in attorneys’ fees, that it received a letter from the SEC advising that the costs, and expenses.205 The settlement follows Alcoa’s Commission had concluded its investigation relating to guilty plea in January 2014 to one count of violation of Cobalt’s operations in Angola and no longer intended to the anti-bribery provisions of the FCPA.206 As part of recommend an enforcement action.199 its guilty plea, Alcoa paid a criminal fine of US$209 million and a forfeiture of US$14 million.207

Court Approves Settlement of Alcoa Shareholder Suit On January 20, 2015, U.S. District Judge Donetta W. Ambrose of the Western District of Pennsylvania approved a settlement between the board of Alcoa Inc. and the company’s shareholders.200 The shareholders’ suit alleged that Alcoa’s officers allowed Alcoa to engage in a scheme whereby Alcoa overcharged the government of Bahrain by approximately US$2 billion for the purchase of alumina over fifteen years.201 According to the complaint, Alcoa bribed Bahraini officials and employees of the alumina smelter controlled by the government of Bahrain in exchange for the smelter paying excessive prices for alumina.202 The suit further alleged that Alcoa’s officers breached their fiduciary duties and wasted corporate assets by allowing the bribery scheme to occur.203 Under the terms of the settlement, Alcoa must institute certain compliance reforms, such as the creation of a high-level chief ethics and compliance officer position and the development of an anti-corruption policy.204

Global Anti-Corruption Insights | 22 GLOBAL ANTI-CORRUPTION UPDATE

Global Anti-Corruption Insights | 23 GLOBAL ANTI-CORRUPTION UPDATE

SFO Secures Foreign Such criminality, whether involving companies large or Bribery Convictions small severely damages the UK’s commercial reputation and feeds corrupt governance in the developing world.”214 In late December 2014, the SFO won its first corporate foreign-bribery conviction.208 Smith & Ouzman Ltd., SFO Wins Convictions At a global printing company based in Eastbourne,209 was First Bribery Act Trial convicted in the Southwark Crown Court of making On December 5, 2014, three individuals—James Brunel corrupt payments totaling £395,074 to foreign officials Whale, former Director, Chief Executive Officer and in order to secure business contracts in Kenya and Chairman of Sustainable Growth Group (SGG); Gary Mauritania in violation of Section 1(1) of the Prevention Lloyd West, former Director and Chief Commercial of Corruption Act 1906 (the Bribery Act’s predecessor).210 Officer of SGG subsidiary Sustainable AgroEnergy plc Christopher John Smith, chairman of Smith and (SAE); and Stuart John Stone, Director of SJ Stone Ouzman, and Nicholas Charles Smith, the company’s Ltd, a sales agent of unregulated pension and investment sales and marketing director, were convicted of agreeing products—were convicted of offenses relating to to make corrupt payments.211 Two other Smith and misleading investors into believing SAE owned land in Ouzman employees, Timothy Hamilton Forrester and Cambodia planted with Jatropha trees that could be used Abdirahman Mohamed Omar, were acquitted of similar for biofuel.215 The offenses took place between April 2011 charges.212 On February 12, 2015, Christopher Smith was and February 2012 and concerned what prosecutors said sentenced to 18 months’ imprisonment suspended for two was a £23 million Ponzi scheme, used by the defendants years, and Nicholas Smith was sentenced to three years’ to fund lavish lifestyles at investors’ expense. West and imprisonment.213 Stone were convicted of multiple charges, including The convictions came at the end of a three-year two counts each of requesting or accepting bribes in investigation by the SFO. Speaking after the convictions, violation of the Bribery Act—the first convictions SFO director David Green QC remarked: “This is the secured under the Act by the SFO since it came into SFO’s first conviction, after trial, of a corporate for force in July 2011. In addition, West was convicted of offences involving bribery of foreign public officials. conspiracy to commit fraud, conspiracy to furnish false information, and fraudulent trading; Stone was convicted

Global Anti-Corruption Insights | 24 of conspiracy to furnish false information; and Whale was the UAE and elsewhere.224 Sweett Group is a global convicted of conspiracy to commit fraud and fraudulent provider of professional services for the construction and trading. A fourth defendant, Fung Fong Wong, SAE’s management of building and infrastructure projects.225 former controller, was acquitted of the charges brought Allegations against the company first surfaced in 2012 against him. in the Wall Street Journal, which reported that a former On December 8, 2014, Whale, West and Stone were Dubai-based employee of the company had requested sentenced by the Southwark Crown Court to 9, 13, and 6 that an architecture firm bribe an Emirati official in order years in prison, respectively.216 All three were subject to to secure a hospital construction contract in Morocco disqualification from serving as company directors for worth US$100 million.226 The project was funded by the between 10 and 15 years. Khalifa Bin Zayed Al Nahyan Foundation, a foundation established by the UAE president, Khalifa Bin Zayed Innospec Employees Sentenced Al Nahyan.227 In 2014 the Sweett Group commissioned On March 18, 2010, Innospec Ltd., a manufacturer an international law firm to conduct an independent 228 and distributer of fuel additives and other chemicals, investigation into the allegations. In a statement to its pleaded guilty in Southwark Crown Court to a charge shareholders in July this year, the Sweett Group stated that: of conspiracy to bribe employees of an Indonesian state Evidence came to light that suggests that material 217 owned refinery and other Indonesian officials. The instances of deception may have been perpetrated 218 company was fined £7.5m. by a former employee or employees during the On June 18, 2014, Innospec employees Miltiades period 2009 - 2011. One of the former employees Papachristos and Dennis Kerrison, were convicted refused to answer questions asked of him by the 229 of conspiracy to corrupt.219 Both were alleged to have independent investigators. conspired between 2002 and 2008 “to give or agree to give On November 6, 2014, Sweett Group announced that its corrupt payments contrary to section 1 of the Prevention independent investigation was nearing completion. The of Corruption Act 1906 to public officials and other agents Sweett Group’s announcement states that “[i]n mid-August of the Government of Indonesia as inducements to secure 2014, Sweett Group took the decision on legal advice to or as rewards for having secured contracts from the continue its independent investigation. Consequent to that Government of Indonesia for the supply of its products, decision, the SFO no longer considered Sweett Group to including Tetraethyl Lead to the said Government of be cooperating. The Company will continue to comply 220 Indonesia by Innospec Ltd.” Two other defendants in with all reasonable requests made by the SFO, subject to the Innospec case, Paul Jennings and David Turner, legal professional privilege.”230 pleaded guilty to related charges of conspiracy to commit corruption for bribing Iraqi and Indonesian government Alba CEO Bruce Hall Sentenced officials in 2012 to increase sales of a fuel additive.221 Bruce Hall, the CEO of Aluminium Bahrain B.S.C. (Alba) On August 4, 2014, during the Southwark Crown Court from 2001 to 2005,231 was charged in February 2012 by sentencing of Papachristos and Kerrison, His Honour the SFO with conspiracy to corrupt,232 corruption233 and Judge Goymer remarked that “[c]orruption in this acquiring and transferring criminal property in connection company was endemic, institutionalised and ingrained … with contracts for the supply of goods and services to Alba.234 and made by human minds.”222 Kerrison and Papachristos Hall pleaded guilty to one charge of conspiracy to corrupt were initially sentenced initially to four years and 18 on June 27, 2012.235 months respectively, though Kerrison’s sentence was On July 22, 2014, Hall was sentenced in Southwark Crown reduced to three years on appeal.223 Court to 16 months in prison and to pay £3,070,106.03. SFO Investigates Sweett Group During Hall’s sentencing, the court heard how he had received £2.9 million in payments between 2002 and 2005, On July 14, 2014, the SFO announced that it had opened including corrupt payments from the Bahraini royal family an investigation into the Sweett Group’s activities in and Bahrain’s minister of finance at the time. In addition,

Global Anti-Corruption Insights | 25 Hall was ordered to pay £500,010 in compensation to Alba shouldered and we do so with ambition, focus and a £100,000 contribution to prosecution costs. According and determination. … [T]he SFO has recovered to the SFO, Hall’s received a reduced sentence as a result of its mojo.243 cooperation with authorities and early guilty plea.236 Green also outlined why he believes the SFO should not More Arrests Expected for Rolls-Royce be absorbed into the National Crime Agency. He argued that there is no evidence that abandoning the Roskill model On December 23, 2013, the SFO confirmed that it had would lead to any better results; that any such merger opened a criminal investigation into allegations of bribery “would create really significant upheaval and uncertainty and corruption at Rolls-Royce, the world’s second biggest directly affecting current operational activity”; that there 237 manufacturer of aircraft engines. The SFO investigation is the need for visible and demonstrable independence; is focusing on Rolls-Royce’s “intermediaries” who handle and that the agency charged with the investigation of such sales, distribution, repair and maintenance for the company matters must contain both prosecutors and investigators in countries outside the United Kingdom, particularly in working together in specialist teams, should be adequately 238 China and Indonesia. funded for the activity, and should have bribery and 244 In February 2014, Bhanu Choudhrie, executive director of corruption as its top priority. C&C Alpha Group Ltd., and his father, Sudhir Choudhrie, Also, in October 2014, the SFO requested that its budget be 239 were arrested in connection with the investigation. increased from £35.2m to £61.7m in order to proceed with Bail for the pair was reportedly lifted in July of this year, a number of expensive high-profile investigations.245 This 240 suggesting they are no longer subjects of investigation. request comes after the agency received a £19m increase 246 In September 2014, during an interview at the Cambridge in funds over its 2013 budget for its 2014 budget. International Symposium on Economic Crime, SFO director David Green QC said that “there will be more UK declines to adopt U.S.-style arrests” in relation to the Rolls-Royce investigation. This whistleblower rewards comment was later confirmed by an SFO spokeswoman; In July 2014, UK regulators stated they would not be however, no one has yet been charged.241 adopting the U.S. approach of providing incentives for whistleblowers.247 UK regulators have asserted that there SFO Director Speaks at Pinsent Masons is no empirical evidence of incentives leading to higher- Regulatory Conference quality or a greater volume of whistleblower reporting.248 On October 23, 2014, SFO Director David Green QC spoke In addition, according to the Financial Conduct Authority at the Pinsent Masons Regulatory Conference. His remarks (FCA) and the Bank of England Prudential Regulation included a discussion of recent achievements of the SFO, Authority (PRA), “[i]ncentives offered by regulators could including the sentencing of Bruce Hall. Green also defended undermine the introduction and maintenance by firms of the SFO’s use of the “Roskill model,” whereby the SFO is effective internal whistleblowing mechanisms, which both 249 empowered both to investigate and prosecute offences.242 the regulators and the PCBS want to see.” In his view: The FCA and the PRA will start publishing annual reports [The SFO is] working on the cases for which the on the whistleblowing disclosures they receive and how SFO’s unique Roskill model was designed: all they handle them. The regulators believe that this will are top end fraud or bribery investigations. These provide greater transparency and increase confidence in 250 include: … Rolls-Royce, … Alstom, … Sweett the regulatory system. Group, and significant money laundering activity through London … It embraces the conduct of SFO settles the Tchenguiz both corporates and individuals. It undoubtedly brothers’ lawsuit constitutes a critical mass for the SFO as a In July 2014 the SFO announced that it had settled the specialist crime fighting organisation. It represents civil damages claims brought against it by both Vincent the most demanding caseload the SFO has ever and Robert Tchenguiz.251

Global Anti-Corruption Insights | 26 Vincent Tchenguiz’s claims related to searches conducted Gadhafi, the son of the late Libyan leader Moammad at his home and his business following his arrest in March Gadhafi, in exchange for engineering contracts in 2011. 252 The High Court, which in 2012 had quashed the Libya.259 As part of the deal with Swiss authorities, Ben warrants authorizing the searches, was critical of the Aissa forfeited US$41 million that he had obtained in SFO’s conduct,253 which was part of an investigation kickbacks from Gadhafi and was sentenced to three into the collapse of the Icelandic Bank Kaupthing.254 years in prison with time-served.260 In mid-December, Vincent Tchenguiz’s civil claim sought damages of £200 the Swiss court ordered that US$13.3 million of the million for alleged misfeasance in public office, malicious US$41 million be paid back to the company, which the prosecution, trespass and false imprisonment.255 Vincent’s Swiss court deemed an “injured party.”261 The company brother Robert Tchenguiz brought similar claims against also announced that it reserved the right to file civil the agency arising from his arrest and the searches of his suits against Ben Aissa to recover any additional funds home and business during the same period in 2011. allegedly stolen or embezzled by him.262 As part of the 2014 settlement, the SFO agreed to pay On October 15, 2014, Switzerland extradited Ben Aissa Vincent Tchenguiz £3 million plus reasonable costs and to Canada to face 16 fraud-related charges in connection to pay to Robert Tchenguiz £1.5 million plus reasonable with a contract worth an estimated C$1.3 billion costs.256 SFO Director David Green QC stated that “[t]he (approximately US$1.25 billion) the company had won SFO deeply regrets the errors for which we were criticised in 2010 to build the McGill University Health Centre by the High Court in July 2012.”257 Green also offered an in Montreal.263 The Royal Canadian Mounted Police apology to the Tchenguiz brothers.258 (RCMP) alleged that Ben Aissa had “orchestrated the transfer” from SNC-Lavalin to a Bahamian company of C$22.5 million, which Canadian investigators say was then used to bribe public officials to award SNC-Lavalin the Health Centre contract.264 As we have previously reported,265 Pierre Duhaime, the former CEO of SNC-Lavalin, was arrested in late 2012 and charged by Canadian authorities with fraud, conspiracy to commit fraud, and use of forged documents in connection with the Health Centre project. The former head of the Health Centre and former head of the Canadian Security Intelligence Review Committee, Arthur Porter, is currently fighting extradition to Canada from Panama after having been arrested and imprisoned by Panamanian authorities in May 2013 at Canada’s request for accepting a C$11.25 million bribe to award the project to SNC-Lavalin.266 Porter’s wife, arrested at the same time by Panamanian authorities in connection with the fraud, surrendered to Canadian Former SNC Lavalin Executive Pleads authorities in Montreal on September 3, 2014.267 Guilty To Swiss Charges, Is Extradited In January 2014, two other former SNC-Lavalin To Canada To Face Additional Charges executives were charged by Quebec’s anti-corruption unit and the RCMP in connection with the project.268 In late September 2014, Riadh Ben Aissa, a former In September 2014, additional charges were brought senior executive of SNC-Lavalin Group Inc., pleaded against the two executives.269 Stephane Roy, the guilty in Swiss federal criminal court to orchestrating the company’s former comptroller, faces eleven new fraud payment of more than US$160 million in bribes to Saadi and corruption-related charges in addition to charges

Global Anti-Corruption Insights | 27 from January 2014 relating to the bribery scheme in Libya, for his involvement in the corruption leading to the contract for the Health Centre project.270 Sami Abdellah Bebawi, the head of SNC-Lavalin’s international construction division from 1998 until 2006 and Ben Aissa’s predecessor at the company, was charged with obstruction of justice for attempting to get Ben Aissa to change statements he had made while in Swiss custody, in exchange for an unspecified sum of money. Bebawi was already facing RCMP charges relating to the bribery scheme in Libya when he was charged with obstruction of justice.271 According to an RCMP affidavit, filed in connection with a court order Brazilian Authorities File freezing many of Bebawi’s assets, between 2001 and Bribery Charges 2011, SNC-Lavalin funneled C$118 million to Duvel Securities, a British Virgin Islands company controlled by Ben Aissa, to assist it in securing contracts in Charges Filed in Widening Libya. The RCMP alleged that, in reality, Duvel was a Petrobras Investigation shell company created to pay bribes to Saadi Gadhafi, Majority state-owned Brazilian energy company, Petróleo while allowing Bebawi and Ben Aissa to skim money Brasileiro S.A. (Petrobras), faces U.S. and Brazilian for themselves.272 criminal and civil investigations into an alleged bribery, corruption and money laundering scheme. Petrobras As we have previously reported,273 multiple other disclosed in a December 15, 2014 filing with the SEC that SNC-Lavalin executives have been charged with on November 11, 2014 “criminal charges were filed by corruption in connection with projects in Bangladesh the Brazilian Public Prosecutor’s Office against several and Cambodia since 2012. As a result, in 2013 the individuals, including the Former Director of Downstream, World Bank Group debarred SNC-Lavalin, as well as Paulo Roberto Costa, and managers of other companies over 100 of its affiliates, for a period of 10 years.274 for active corruption, passive corruption, organized crime, In June 2013, for example, Algerian police raided the money-laundering and falsification of documents.”279 company’s office in Algiers amid an investigation into Brazilian prosecutors have indicted 39 people, including the company’s alleged use of bribes and kickbacks to executives from some of Brazil’s largest construction Algerian officials to secure infrastructure projects.275 companies, for allegedly forming a cartel to increase the Additionally, a shareholder class-action suit brought costs of large Petrobras infrastructure projects and funneling in Toronto in December 2014 alleged that Ben Aissa kickbacks to Brazilian politicians.280 Those accused could had deposited about US$900,000 into a Swiss bank face more than 20 years in prison if convicted.281 account of Slim Chiboub, the son-in-law of Tunisia’s current leader, Zine El Abidine Ben Ali, in exchange According to Brazilian prosecutors, the persons under for contracts in Tunisia.276 According to Ben Aissa in investigation moved more than $3.9 billion in “atypical” the Swiss plea agreement, Chiboub introduced him transactions, and former Petrobras officer Costa has told to the Gadhafi family, telling Ben Aissa that only Brazilian officials that politicians received a three percent through the family would SNC-Lavalin get contracts in commission on contracts signed from 2004 to 2012, while the country.277 Costa was an officer of Petrobras.282 According to the BBC, politicians from various political parties are implicated in The company remains under investigation by the RCMP the scheme.283 Brazilian President Dilma Rousseff, who and could face prosecution under Canada’s Corruption served as chair of the Petrobras board of directors from of Foreign Public Officials Act. It has also been sued 2003 until 2010, has denied any knowledge of the alleged in Canadian court in a C$1 billion class-action lawsuit corruption scheme.284 by shareholders.278

Global Anti-Corruption Insights | 28 On November 21, 2014, Petrobras received a subpoena from As we reported in our Winter 2014 newsletter,292 a the SEC “requesting certain documents relating to the SEC’s regularly scheduled audit of Deutsche Securities Inc. investigation of the Company” but did not provide any details revealed large expenses incurred by bank employees on the substance of the subpoena.285 According to Reuters, for the entertainment of three Japanese pension fund Petrobras also is under investigation by the DOJ.286 executives, considered government officials under Japanese law, from 2010 to 2012. Yutaka Tsurisawa, a Additionally, Petrobras is facing U.S. civil litigation former official at Mitsui & Co’s pension fund, a client related to the alleged bribery and corruption scheme, of Deutsche Securities Inc., was convicted in the same including various class-action complaints in the U.S. court on March 14, 2014 for accepting improper benefits District Court for the Southern District of New York filed from Echigo.293 on behalf of purchasers of Petrobras stock on the NYSE “who were allegedly harmed by the share price drop in connection with the recent accusations of corruption.”287 Plaintiffs allege that Petrobras “made false and misleading statements by misrepresenting facts and failing to disclose a culture of corruption at the company that consisted of a multi-billion dollar money-laundering and bribery scheme embedded in the company since 2006.”288 Similarly, the city of Providence, Rhode Island, has sued Petrobras for allegedly making false statements to investors in connection with the offer and sale of its corporate bonds.289

Authorities File Criminal Complaint Against Embraer Employees In August 2014, Brazilian authorities reportedly filed a criminal complaint against eight employees of Embraer S.A. (Embraer), a Brazil-based aircraft manufacturer, for their alleged roles in agreeing to pay a US$3.5 million bribe to Dominican Republic officials in order to secure Italy Investigates Oil Company Eni SpA a US$92 million contract for military planes. According to the Wall Street Journal, the U.S. DOJ and SEC assisted In September 2014, Italian oil company Eni SpA (Eni) Brazilian prosecutors with bringing corruption and money- confirmed that Milan’s prosecutor’s office is investigating laundering charges against these eight employees, who are bribery allegations related to the company’s acquisition Brazilian citizens. U.S. authorities have been investigating of the Nigerian oil block OPL 245 in 2011. According Embraer’s dealings in the Dominican Republic, as well as to Reuters, which reportedly reviewed two letters other countries, for more than four years.290 from Italian prosecutors to officials in the UK’s Crown Prosecution Service, the Italian authorities believe that Former Deutsche Securities Inc Salesman Eni paid half of the US$1.1 billion in bribes to Nigerian government officials or to intermediaries with close ties Receives Suspended Sentence in Japanese to those officials.294 Bribe Case In a September 11, 2014 press release, Eni denied On July 16, 2014, Shigeru Echigo, a former Deutsche any illegal conduct and disclosed that the company is Securities Inc. salesman who pleaded guilty in Tokyo cooperating with the Milan prosecutor’s office.295 Eni District Court to bribing a Japanese pension fund official, also revealed that its CEO, Claudio Descanzi, who was received a 10-month suspended prison sentence. Echigo had the head of Eni’s Exportation and Production Division in appealed the sentence but ultimately withdrew the appeal.291 2011, is also under investigation. Descanzi was appointed CEO in May 2014 following former CEO Pablo Scaroni’s

Global Anti-Corruption Insights | 29 removal amid an investigation for alleged corruption in intermediaries were corporate vehicles, such as Algeria. Eni said its Operations and Technology Officer subsidiary companies, local consulting firms, Roberto Casula is also being investigated. The company companies located in offshore financial centers or tax stated that it is “confident that the correctness of its actions havens, or companies established under the beneficial will emerge during the court of the investigation.”296 ownership of the public official who received the bribes”;302 In July 2013, British authorities began investigating Eni for possible money-laundering in connection with the purchase „„ “Bribes were promised, offered or given most of OPL 245.297 Since opening their investigation earlier frequently to employees … of state-owned or this year, Italian authorities have asked the UK’s Crown controlled enterprises (27%), followed by customs Prosecution Service to freeze US$85 million in assets related officials (11%), health officials (7%) and defense 303 to a Nigerian company, Malabu Oil & Gas, which the Italian officials (6%)”; prosecutors believe to be involved in the sale of OPL to Eni.298 „„ “In the majority of cases, bribes were paid to obtain public procurement contracts (57%), followed by As reported in our Summer 2014 newsletter, Eni is also clearance of customs procedures (12%)”;304 currently under investigation by the DOJ, SEC, and the „„ “On average, bribes equaled 10.9% of the total Judicial Authority in Algeria. These investigations focus transaction value and 34.5% of the profits”;305 on allegations that Eni’s subsidiary, Saipem, paid bribes to Algerian public officials, including then Algerian Energy „„ One in three cases came to the attention of law Minister, Chakib Khelil, for purposes of securing a series enforcement authorities through self-reporting by of contracts worth US$11 billion. defendant companies or individuals; 13% of cases were investigations initiated directly by law enforcement authorities; and whistleblower reports and media OECD Releases Foreign Bribery Report coverage instigated a foreign bribery investigation in just 2% and 5% of matters, respectively;306 On December 2, 2014, the Organisation for Economic „ Co-operation and Development (OECD) released its „ “Companies that self-reported became aware of Foreign Bribery Report,299 which surveyed all publicly the foreign bribery in their international operations reported foreign bribery enforcement actions completed primarily through internal audits (31%) and merger 307 since the entry into force of the OECD Convention and acquisition due diligence procedures (28%)”; and on Combating Bribery of Foreign Public Officials in „„ “In 69% of foreign bribery cases, sanctions were 308 International Business Transactions. The Report reviewed imposed by way of settlement.” data from law enforcement authorities in the 17 countries that had successfully concluded a foreign bribery case in Transparency International Releases Its their jurisdiction, analyzing enforcement actions against 2014 Corruption Perceptions Index and 263 individuals and 164 entities from February 15, 1999 Its Annual Progress Report through June 1, 2014. Among the highlights:

„„ “Two-thirds of the foreign bribery cases occurred in Transparency International’s 2014 four sectors: extractive (19%); construction (15%); Corruption Perceptions Index transportation and storage (15%); and information In early December 2014, Transparency International and communication (10%)”;300 published its twentieth annual Corruption Perceptions Index. „„ “In 41% of cases management-level employees paid The Index aggregates and standardizes data collected from or authorised the bribe, whereas the company CEO twelve studies conducted by eleven different organizations 301 was involved in 12% of cases”; in order to create a country-by-country ranking of perceived „„ “Intermediaries were involved in 3 out of 4 foreign levels of public sector corruption. A score ranging from 0 bribery cases. These intermediaries were agents, (highest level of perceived corruption) to 100 (lowest level such as local sales and marketing agents, distributors of perceived corruption) is given annually to 175 countries and brokers, in 41% of cases. Another 35% of and territories.309 According to Transparency International

Global Anti-Corruption Insights | 30 “[c]ountries’ scores can be helped by open government Transparency International’s 10th where the public can hold leaders to account, while a poor Annual Progress Report score is a sign of prevalent bribery, lack of punishment Transparency International issued its tenth annual for corruption and public institutions that don’t respond to report evaluating the performance of each of the 40 citizens’ needs.”310 parties to the Organisation for Economic Co-operation On this year’s Index, Denmark had the lowest levels of and Development (OECD) Anti-Bribery Convention perceived corruption, with a score of 92, while Somalia (Convention).316 According to the report, 22 of the and North Korea tied for the highest levels of perceived Convention’s signatories have “Little or No Enforcement” corruption, with scores of eight. Other results included the of the Convention.317 These countries account for 27% following: of global exports and include Japan, Netherlands, South Korea, Russia, Spain, Belgium, Mexico, Brazil, „„ Germany: Ranked 12 with a score of 79. Ireland, Poland, Turkey, Denmark, Czech Republic, „„ United Kingdom: Ranked 14 with a score of 78. Luxembourg, Chile, Israel, Slovak Republic, Colombia, „„ Japan: Ranked 15 with a score of 76. Greece, Slovenia, Bulgaria, and Estonia. Eight countries, „„ United States: Ranked 17 with a score of 74. representing nearly 8% of global exports, have “Limited „„ Brazil: Ranked 69 with a score of 43. Enforcement.”318 Those countries are France, Sweden, „„ India: Ranked 85 with a score of 38. Norway, Hungary, South Africa, Argentina, Portugal, „„ China: Ranked 100 with a score of 36. and New Zealand.319 „„ Russia: Ranked 136 with a score of 27.311 Transparency International reported minimal change in Most countries—121 of the 175—scored below a 50, with the categories of “Active Enforcement” and “Moderate a global average score of 43. Turkey, which ranked 64th Enforcement.” In the category of “Active Enforcement,” with a score of 45, lost five points from its 2013 score. This there was no change from 2013 in the United States, constituted the biggest point drop since last year. China, Germany, United Kingdom, and Switzerland.320 In the Angola, Malawi, and Rwanda each lost four points from category of “Moderate Enforcement,” Canada moved up their 2013 scores. Conversely, Côte d’Ivoire, Egypt, and from the “Limited Enforcement” category to join 2013 Saint Vincent and the Grenadines each improved their and 2014 members Italy, Australia, Austria, and Finland. 2013 score by 5 points.312 The report explained that Canada owed its rise to having José Ugaz, the chair of Transparency International, noted “launched a number of new investigations and moved them that the Index “shows that economic growth is undermined forward to court proceedings” and also having “introduced and efforts to stop corruption fade when leaders and major legislative reforms in the field.”321 high level officials abuse power to appropriate public Finally, the report provided recommendations for the OECD funds for personal gain. …”313 To combat such perceived Working Group on Bribery and governments.322 These corruption, Transparency International encourages those recommendations include, for example, the collection and countries with low-levels of perceived corruption to help publication of “data on mutual legal assistance requests fight corruption globally. It urges the European Union, relating to foreign bribery” and a Working Group study the United States, and the G20 countries to adopt a public regarding the practice of settlements.323 register of the owners, including beneficial owners, of all companies incorporated in each country. Such a policy, Finally, the Report noted that while the G20 has according to Transparency International, “will make it “repeatedly encouraged” all of its members to join and harder for the corrupt to hide behind companies registered enforce the Convention, four countries—China, India, in another person’s name.”314 Denmark, Ukraine, and the Indonesia, and Saudi Arabia—have so far declined.324 UK have each announced plans for such a registry. Transparency International is a Germany-based organization whose stated “[m]ission is to stop corruption and promote transparency, accountability and integrity at all levels and across all sectors of society.”315

Global Anti-Corruption Insights | 31 For further information on anything discussed in Global Anti-Corruption Insights, please contact:325

Keith M. Korenchuk Philippe A. Oudinot Marcus A. Asner Partner Senior Attorney Partner Washington, DC Washington, DC New York +1 202.942.5817 +1 202.942.5736 +1 212.715.1789 [email protected] [email protected] [email protected] John P. Barker Maurice A. Leiter Michael A. Rubin Partner Partner Counsel Washington, DC Los Angeles, CA Washington, DC +1 202.942.5328 +1 213.243.4040 +1 202.942.6171 [email protected] [email protected] [email protected] James W. Cooper Laura Lester Mara V.J. Senn Partner Counsel Partner Washington, DC Washington, DC Washington, DC +1 202.942.6603 +1 202.942.6821 +1 202.942.6448 [email protected] [email protected] [email protected] John A. Freedman Arthur Luk Craig A. Stewart Partner Partner Partner Washington, DC Washington, DC New York +1 202.942.5316 +1 202.942.5393 +1 212.715.1142 [email protected] [email protected] [email protected] Drew A. Harker John N. Nassikas III Michael D. Trager Partner Partner Partner Washington, DC Washington, DC Washington, DC +1 202.942.5022 +1 202.942.6820 +1 202.942.6976 [email protected] [email protected] [email protected] Kathleen J. Harris Evelina J. Norwinski Baruch Weiss Partner Partner Partner London Washington, DC Washington, DC +44(0)20 7786 6100 +1 202.942.6474 +1 202.942.6819 [email protected] [email protected] [email protected] Amy Jeffress Kirk Ogrosky Samuel M. Witten Partner Partner Counsel Washington, DC Washington, DC Washington, DC +1 202.942.5968 +1 202.942.5330 +1 202.942.6115 [email protected] [email protected] [email protected]

Global Anti-Corruption Insights | 32 Endnotes 1 Press Release, SEC, SEC Charges Former Executive at Tampa-Based Engineering Firm With FCPA Violations (Jan. 22, 2015), available at http://www.sec.gov/news/pressrelease/2015-13.html#.VMLiZNLF-_5 [hereinafter “Hatoum Press Release”]; see also Deferred Prosecution Agreement (Jan. 21, 2015), available at http://www.sec.gov/news/press/2015/2015-13-dpa.pdf. 2 Hatoum Press Release, supra note 1. 3 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease- and-Desist Order, In the Matter of Walid Hatoum, File No. 3-16352 (Jan. 22, 2015), available at http://www.sec.gov/litigation/admin/2015/34-74112.pdf. 4 Hatoum Press Release, supra note 1. 5 Press Release, DOJ, Alstom Pleads Guilty and Agrees to Pay $772 Million Criminal Penalty to Resolve Foreign Bribery Charges (Dec. 22, 2014), available at http://www.justice.gov/opa/pr/alstom-pleads-guilty-and-agrees-pay-772-million-criminal-penalty-resolve-foreign-bribery [hereinafter “Alstom Press Release”]; Plea Agreement, United States v. Alstom S.A., No. 14-CR-246 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press- releases/attachments/2014/12/29/alstom_sa_plea_agreement_combined.pdf [hereinafter “Alstom SA Plea Agreement”]. 6 Alstom Press Release, supra note 5. 7 Plea Agreement, United States v. Alstom Network Schweiz AG, No. 14-CR-245 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/ press-releases/attachments/2014/12/29/alstom_network_schweiz_ag_plea_agreement_combined.pdf; Deferred Prosecution Agreement, United States v. Alstom Grid, Inc., No. 14-CR-247 (Dec. 22, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/ alstom_grid_dpa.pdf; Deferred Prosecution Agreement, United States v. Alstom Power, Inc., No. 14-cr-00248 (Dec. 22, 2014), available at http://www. justice.gov/sites/default/files/opa/press-releases/attachments/2014/12/29/alstom_power_dpa_combined.pdf. 8 Alstom Press Release, supra note 5. 9 Stephen Dockery, Alstom Foreign Bribery Investigation Appears to Be Yielding a Multitude of Cases, Main Justice (Apr. 1, 2014), available at http://www.mainjustice.com/justanticorruption/2014/04/01/alstom-foreign-bribery-investigation-appears-to-be-yielding-a-multitude-of-cases/. 10 Press Release, SFO, Criminal charges against Alstom in the UK (July 24, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/ press-releases-2014/criminal-charges-against-alstom-in-the-uk.aspx; Former director of Alstom Graham Hill charged in bribery case, Economic Times (Jan. 15, 2015), available at http://articles.economictimes.indiatimes.com/2015-01-15/news/58109200_1_bribery-investigation-robert-hallett-alstom- transport-india; Kirstin Ridley, UK Alstom bribery investigation swings spotlight onto Hungary. Reuters (Jan. 28, 2015), available at http://www.reuters. com/article/2015/01/28/court-alstom-hungary-idUSL6N0V73H020150128. 11 Press Release, SEC, SEC Charges Massachusetts-Based Scientific Instruments Manufacturer with FCPA Violations (Dec. 15, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543708934#.VKQa9FJ0x9A. 12 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and- Desist Order, ¶ 1, In re the Matter of Bruker Corporation, File No. 3-16314 (Dec. 15, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73835.pdf [hereinafter “Bruker Cease and Desist Order”]. 13 Id. ¶¶ 4-5. 14 Id. ¶¶ 1, 4, 7. 15 Id. ¶ 2. 16 Id. ¶¶ 1, 6-7. 17 Bruker Cease and Desist Order, supra note 12, ¶ 10. 18 Id. ¶¶ 10-11. 19 Id. ¶ 12. 20 Id. § I V. 21 See Press Release, DOJ, BizJet International Sales and Support Inc., Resolves Foreign Corrupt Practices Act Investigation and Agrees to Pay $11.8 Million Criminal Penalty (Mar. 14, 2012), available at http://www.justice.gov/opa/pr/bizjet-international-sales-and-support-inc-resolves-foreign-corrupt-practices-act; Press Release, DOJ, The Nordam Group Inc. Resolves Foreign Corrupt Practices Act Violations and Agrees to Pay $2 Million Penalty (July 17, 2012), available at http://www.justice.gov/opa/pr/nordam-group-inc-resolves-foreign-corrupt-practices-act-violations-and-agrees-pay-2-million. 22 Press Release, DOJ, Dallas Airmotive Inc. Admits Foreign Corrupt Practices Act Violations and Agrees to Pay $14 Million Criminal Penalty (Dec. 10, 2014), available at http://www.justice.gov/opa/pr/dallas-airmotive-inc-admits-foreign-corrupt-practices-act-violations-and-agrees-pay-14 [hereinafter “DAI Press Release”]; Information, United States v. Dallas Airmotive, Inc., No. 3-14CR-483-D (N.D. Tex. Dec. 10, 2014), available at http://www.justice. gov/sites/default/files/opa/press-releases/attachments/2014/12/10/information_dallas_airmotive_inc.pdf [hereinafter “DAI Information”]. 23 Deferred Prosecution Agreement, Attachment A ¶ 19, United States v. Dallas Airmotive, Inc., No. 3-14CR-483-D (N.D. Tex. Dec. 10, 2014), available at http://www.justice.gov/criminal/fraud/fcpa/cases/dallas-air/dai-dpa-final.pdf [hereinafter “DAI DPA”]. 24 Id. at Attachment A ¶ 20. 25 Id. at Attachment A ¶¶ 22-24. 26 Id. at Attachment A ¶¶ 25-26. 27 Id. at Attachment A ¶¶ 27-28. 28 DAI Information, supra note 22.

Global Anti-Corruption Insights | 33 29 DAI DPA, supra note 23, ¶ 4. 30 Id. 31 Id. ¶ 11. 32 DAI Press Release, supra note 22. 33 Press Release, DOJ, Bio-Rad Laboratories Resolves Foreign Corrupt Practices Act Investigation and Agrees to Pay $14.35 Million Penalty (Nov. 3, 2014), available at http://www.justice.gov/opa/pr/bio-rad-laboratories-resolves-foreign-corrupt-practices-act-investigation-and-agrees-pay-1435 [hereinafter, “Bio-Rad DOJ Press Release”]; Bio-Rad Laboratories, Inc., DOJ Non-Prosecution Agreement (Nov. 3, 2014), available at http://www.justice.gov/criminal/ fraud/fcpa/cases/bio-rad/Bio-Rad-NPA-110314.pdf [hereinafter, “Bio-Rad NPA”]. 34 Bio-Rad DOJ Press Release, supra note 33; Bio-Rad NPA, supra note 33, at Attachment A. 35 Bio-Rad NPA, supra note 33, at Attachment A, ¶ 7. 36 Id. 37 Id. ¶¶ 9, 11. 38 Id. ¶ 11. 39 Bio-Rad DOJ Press Release, supra note 33; Bio-Rad NPA, supra note 33, at Attachment A ¶¶ 23-25. 40 Bio-Rad NPA at 1-2, supra note 33. 41 Press Release, SEC, SEC Charges California-Based Bio-Rad Laboratories With FCPA Violations (Nov. 3, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543347364#.VMlIVqP5O24 [hereinafter “Bio-Rad SEC Press Release”]; Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and- Desist Order ¶ 2, SEC, In re Bio-Rad Laboratories, Inc., No. 3-16231 (Nov. 3, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73496.pdf [hereinafter “Bio-Rad SEC Order”]. 42 Bio-Rad SEC Press Release, supra note 41; Bio-Rad SEC Order, supra note 41, ¶¶ 2-3. 43 Bio-Rad SEC Order, supra note 41, ¶ 3. 44 Bio-Rad SEC Press Release, supra note 41. 45 Arnold & Porter LLP, Global Anti-Corruption Insights (Winter 2014) at 20, available at http://www.arnoldporter.com/resources/documents/FcpaNewsletterWinter2014.pdf [hereinafter “A&P Winter 2014 FCPA Newsletter”]. 46 Layne Christensen Co., Quarterly Report (Form 10-Q), at 24 (Dec. 10, 2013), available at http://investor.laynechristensen.com/secfiling.cfm?filingID=1193125-13-467033&CIK=888504. 47 Press Release, SEC, SEC Charges Texas-Based Layne Christensen Company With FCPA Violations (Oct. 27, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543291857#.VKXt1FM46P8 [hereinafter “Layne Press Release”]. 48 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and- Desist Order, In the Matter of Layne Christensen Company, File No. 3-16216 (Oct. 27, 2014), available at www.sec.gov/litigation/admin/2014/34-73437.pdf. 49 Id. at 2, ¶ 1. 50 Id. ¶ 2. 51 Id. at 11. 52 Id. 53 Press Release, Layne Christensen Company, Layne Christensen Announces Completion of Department of Justice Investigation (Aug. 15, 2014), available at http://investor.laynechristensen.com/releasedetail.cfm?ReleaseID=866454. 54 Press Release, SEC, SEC Charges Smith & Wesson With FCPA Violations (July 28, 2014), available at http://www.sec.gov/News/PressRelease/Detail/ PressRelease/1370542384677#.VDQ-MmddWz6 [hereinafter “Smith & Wesson Press Release”]; Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, ¶ 4-7, In re Smith & Wesson Holding Corp., File No. 3-15986 (July 28, 2014), available at http://www.sec.gov/litigation/admin/2014/34-72678.pdf [hereinafter “Smith &Wesson Order”]. 55 Smith & Wesson Press Release, supra note 54. 56 Smith & Wesson Order, supra note 54, ¶¶ 8, 15. 57 Id. 58 Id. ¶¶ 4-5. 59 Id. ¶¶ 5, 13. 60 Id. ¶ 5. 61 Smith & Wesson Press Release, supra note 54. 62 Smith & Wesson Order, supra note 54, ¶ 9. 63 Id.

Global Anti-Corruption Insights | 34 64 Press Release, DOJ, Former Owner and President of Pennsylvania Consulting Companies Charged with Foreign Bribery (Jan. 6, 2015), available at http://www.justice.gov/opa/pr/former-owner-and-president-pennsylvania-consulting-companies-charged-foreign-bribery; see also Indictment ¶ 3, United States v. Harder, No. 2:15-cr-00001-PD (E.D. Pa. Jan. 6, 2015) Dkt. Entry No. 1, available at http://www.justice.gov/sites/default/files/usao-edpa/press- releases/attachments/2015/01/06/indictment_-_harderd.pdf. 65 Press Release, DOJ, CEO and Managing Director of U.S. Broker-Dealer Plead Guilty to Massive International Bribery Scheme (Dec. 17, 2014), available at http://www.justice.gov/opa/pr/ceo-and-managing-director-us-broker-dealer-plead-guilty-massive-international-bribery-scheme. 66 Press Release, SEC, SEC Sanctions Two Former Defense Contractor Employees for FCPA Violations (Nov. 17, 2014), available at http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543472839#.VIYQMtKIn4a [hereinafter “FLIR Press Release]. 67 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, Part III, ¶¶ 2,3, & Part IV, In re Stephen Timms and Yasser Ramahi, File No. 3-16281 (Nov. 17, 2014), available at http://www.sec.gov/litigation/admin/2014/34-73616.pdf [hereinafter “FLIR Order”]. 68 Id. ¶¶ 13-15. 69 Id. ¶¶ 7-11. 70 Id. ¶ 19. 71 Id. ¶¶ 16-18. 72 Id. ¶¶ 22-23. 73 Press Release, DOJ, Former Senior Executive of French Power Company Charged in Connection with Foreign Bribery Scheme (July 30, 2013), available at http://www.justice.gov/opa/pr/2013/July/13-crm-862.html [hereinafter “DOJ Pomponi Press Release”]; Second Superseding Indictment, United States v. Hoskins and Pomponi, Crim. No. 3:12CR238 (D. Conn. July 30, 2013), Dkt. Entry 50, available at http://www.justice.gov/criminal/fraud/fcpa/cases/ pomponi/de50-second-superseding-indictment.pdf [hereinafter “Pomponi Second Superseding Indictment”]. 74 Ruling on Defendant’s Motion to Dismiss the Indictment, United States v. Hoskins, No. 3:12CR238 (D. Conn. Dec. 29, 2014), Dkt. Entry 190 [hereinafter “Hoskins’ Ruling”]. 75 Sentencing Scheduling Order, United States v. Pomponi, Crim. No. 3:12CR 238 (D. Conn. Sept. 18, 2014), Dkt. Entry 172 [hereinafter “Pomponi Scheduling Order”]. 76 Hoskins Ruling, supra note 74, at 10, 16. 77 Id. at 18-19. 78 Id. at 19-22. 79 Scheduling Order, United States v. Hoskins, No. 3:12CR238 (D. Conn. June 6, 2014), Dkt. Entry 123. 80 Press Release, DOJ, Former Executive of French Power Company Subsidiary Charged in Connection with Foreign Bribery Scheme (May 1, 2013), available at http://www.justice.gov/opa/pr/2013/May/13-crm-496.html; see also DOJ Pomponi Press Release, supra note 73; Pomponi Second Superseding Indictment, supra note 73. 81 Plea Agreement, United States v. Pomponi, Crim. No. 3:12CR238 (D. Conn. July 17, 2014), Dkt. Entry 138, available at http://www.justice.gov/criminal/ fraud/fcpa/cases/pomponi/pomponi-plea-agreement.pdf; Courtroom Minutes, United States v. Hoskins and Pomponi, No. 3:12CR238 (D. Conn. July 17, 2014), Dkt. Entry No. 142. 82 Pomponi Scheduling Order, supra note 75. 83 Press Release, DOJ, Foreign Bribery Charges Unsealed Against Current and Former Executives of French Power Company (Apr. 16, 2013), available at http://www.justice.gov/opa/pr/2013/April/13-crm-434.html. Though the DOJ press release does not reference the company by name, numerous news reports have identified it as Alstom. See, e.g., Aruna Viswanatha, Ex-Alstom exec pleads guilty to bribery over Indonesia power contract, Reuters (July 17, 2014), available at http://www.reuters.com/article/2014/07/17/alstom-corruption-plea-idUSL2N0PS23W20140717. 84 See Plea Agreement, United States v. Pierucci, Crim. No. 3:12CR238 (D. Conn. July 29, 2013), Dkt. Entry 46, available at http://www.justice.gov/criminal/ fraud/fcpa/cases/pieruccif/de46-pierucci-plea-agreement.pdf; Plea Agreement, United States v. Rothschild, Crim. No. 3:12CR223 (D. Conn. Nov. 2, 2012), Dkt. Entry 8, available at http://www.justice.gov/criminal/fraud/fcpa/cases/rothschildd/rothschild-guilty-plea.pdf. 85 See Order & Motion to Modify Conditions of Release by Frederic Pierucci, United States v. Pierucci, Crim. No. 3:12CR 238 (Nov. 5-6, 2014), Dkt. Entries 180-81. 86 DOJ Pomponi Press Release, supra note 73; Pomponi Second Superseding Indictment, supra note 73. 87 Superseding Indictment ¶ 4, United States v. Pierucci & Pomponi, Crim. No. 3:12CR238 (D. Conn. Apr. 30, 2013), available at http://www.justice.gov/iso/opa/resources/971201351113654342378.pdf. 88 Stephen Dockery, Former BizJet President and CEO Pleads Guilty to Foreign Corruption Charges, Main Justice (July 24, 2014), available at http://www.mainjustice.com/justanticorruption/2014/07/24/former-bizjet-president-and-ceo-pleads-guilty-to-foreign-corruption-charges/. 89 Press Release, DOJ, Former Chief Executive Officer of Lufthansa Subsidiary BizJet Pleads Guilty to Foreign Bribery Charges (July 24, 2014), available at http://www.justice.gov/opa/pr/2014/July/14-crm-778.html. 90 Id. 91 Press Release, DOJ, Four Former Executives of Lufthansa Subsidiary Bizjet Charged with Foreign Bribery (Apr. 5, 2013), available at http://www.justice.gov/opa/pr/2013/April/13-crm-388.html. 92 Marshall L. Miller, Principal Deputy Assistant Attorney General for the Criminal Division , Remarks at the Global Investigation Review Program (Sept. 17, 2014), available at http://www.justice.gov/criminal/pr/speeches/2014/crm-speech-1409171.html [hereinafter “Miller Sept. 2014 Remarks”].

Global Anti-Corruption Insights | 35 93 Id.; see also Arnold & Porter LLP, FCPA, Bribery Act and other Global Anti-Corruption Insights (Summer 2012) at 11, available at http://www.arnoldporter.com/publications_newsletter.cfm?action=view&id=119 [hereinafter “A&P Summer 2012 FCPA Newsletter”]. 94 Miller Sept. 2014 Remarks, supra note 92. 95 Leslie R. Caldwell, Assistant Attorney General, Speech at American Conference Institute’s 31st International Conference on the Foreign Corrupt Practices Act (Nov. 19, 2014), available at http://www.justice.gov/opa/speech/assistant-attorney-general-leslie-r-caldwell-speaks-american-conference-institute-s-31st. 96 Id. 97 Id. 98 Id. 99 Andrew Ceresney, Director, SEC Division of Enforcement, Remarks at 31st International Conference on the Foreign Corrupt Practices Act (Nov. 19, 2014), available at http://www.sec.gov/News/Speech/Detail/Speech/1370543493598#.VLMghdLF_7p. 100 Joel Schechtman, FBI To Bulk Up Foreign Bribery Efforts, Wall St. J. (Jan. 14, 2015), available at http://blogs.wsj.com/riskandcompliance/2015/01/14/ fbi-to-bulk-up-foreign-bribery-efforts/?mod=wsj_rchome_rcreport. 101 DOJ, FCPA Opinion Procedure Release No. 14-02 (Nov. 7, 2014), available at http://www.justice.gov/criminal/fraud/fcpa/opinion/2014/14-02.pdf [hereinafter “14-02 Opinion Release”]. 102 Compare id. with DOJ, FCPA Opinion Procedure Release. No. 08-02 (June 13, 2008) [hereinafter “Halliburton Opinion Release”]. 103 14-02 Opinion Release, supra note 101, at 1-2. 104 Id. at 2. 105 Id. at 2-3. 106 Id. at 3 (quoting FCPA Resource Guide at 28). 107 Halliburton Opinion Release, supra note 102, at 2-3. 108 14-02 Opinion Release, supra note 101, at 3. 109 Id. at 3-4 (citing the FCPA Resource Guide at 29). 110 See Esquenazi v. United States, 135 S. Ct. 293 (2014). 111 United States v. Esquenazi, 752 F.3d 912, 925-26 (11th Cir. 2014). 112 See Kim v. U.S. Dist. Court for Central Dist. of Ca., 135 S. Ct. 426 (2014). 113 In re Han Yong Kim, 571 F. App’x 556 (9th Cir. 2014). 114 See Petition for a Writ of Certiorari, Kim v. United States, No. 14-302 (Sept. 12, 2014). 115 Indictment, United States v. Kim, No. 8:09-CR-00077 (C.D. Cal. Apr. 8, 2009), Dkt. Entry 1. 116 See Arnold & Porter LLP, (Summer 2014) at 12, available at http://www.arnoldporter.com/resources/documents/FCPANewsletterSummer2014.pdf [hereinafter “A&P Summer 2014 FCPA Newsletter”]; Arnold & Porter LLP, FCPA, Bribery Act & other Global Anti-Corruption Insights (Winter 2013) at 24, available at http://www.arnoldporter.com/resources/documents/FCPANewsletterFeb2013endnotes.pdf. 117 The Bank of New York Mellon Corporation, Current Report (Form 8-K), at 2 (Jan. 23, 2015), available at http://www.sec.gov/Archives/edgar/data/1390777/000162828015000217/a4q2014earnings8-kxxjan23.htm. 118 Julie Steinberg, SEC Issues Wells Notice to Bank of New York Mellon, Wall St. J. (Jan. 27, 2015), available at http://www.wsj.com/articles/sec-issues-wells-notice-to-bank-of-new-york-mellon-1422401497. 119 Nortek, Inc., Current Report (Form 8-K), at 1 (Jan. 7, 2015), available at http://www.sec.gov/Archives/edgar/data/1216596/000121659615000002/lhkfcpa8k.htm. 120 Dialogic Inc., Quarterly Report (Form 10-Q), at 34 (Nov. 14, 2014), available at http://www.sec.gov/Archives/edgar/data/1366649/000136664914000044/ c649-20140930x10q.htm. 121 SEC Charges California Telecommunications Company with FCPA Violations, Litigation Release No. 21581 (June 29, 2010), available at http://www.sec.gov/litigation/litreleases/2010/lr21581.htm. 122 Goodyear Tire & Rubber Co., Quarterly Report (Form 10-Q), at 57 (Oct. 29, 2014), available at http://www.sec.gov/Archives/edgar/data/42582/000095012314010659/gt-q3201410q.htm. 123 Id. 124 Id. 125 Agilent Technologies, Current Report (Form 8-K), at 1 (Sept. 29, 2014), available at http://www.sec.gov/Archives/edgar/data/1090872/000109087214000032/ form8-kreclosureofsecdojma.htm. 126 Id. 127 Id. 128 Agilent Technologies, Quarterly Report (Form 10-Q), at 43 (Sept. 6, 2013), available at http://www.sec.gov/Archives/edgar/data/1090872/000109087213000019/ a-07312013x10q.htm. 129 Id. 130 Press Release, Image Sensing Systems, ISS Announces Completion of Department of Justice Investigation (Sept. 8, 2014), available at http://www.imagesensing.com/company/news-and-events/140908.html.

Global Anti-Corruption Insights | 36 131 BHP Billiton, Value Through Performance: Annual Report 2014, at 255, available at http://www.bhpbilliton.com/home/investors/reports/Documents/2014/ BHPBillitonAnnualReport2014.pdf [hereinafter, BHP Annual Report]; see also BHP close to resolving corruption action, Sydney Morning Herald (Sept. 25, 2014), available at http://news.smh.com.au/breaking-news-business/bhp-close-to-resolving-corruption-action-20140925-3gmnc.html. 132 BHP Annual Report, supra note 133. 133 Id. 134 Id. 135 General Cable Corp., Current Report (Form 8-K), at 7 (Sept. 22, 2014), available at https://www.sec.gov/Archives/edgar/data/886035/000119312514347733/ d790404d8k.htm [hereinafter “General Cable 8-K”]; see also General Cable Corp., Quarterly Report (Form 10-Q), at 29-30, (Nov. 3, 2014), available at https://www.sec.gov/Archives/edgar/data/886035/000088603514000031/bgc-2014926.htm. 136 General Cable 8-K, supra note 137, at 7. 137 Id. 138 Id. 139 Cubist Pharmaceuticals Inc., Quarterly Report (Form 10-Q), at 21-22 (Aug. 11, 2014), available at http://www.sec.gov/Archives/edgar/ data/912183/000110465914059161/a14-13941_110q.htm. 140 Press Release, Cubist Pharmaceuticals Inc., Cubist Pharmaceuticals Completes Acquisition of Optimer Pharmaceuticals (Oct. 24, 2013),available at http://www.optimerpharma.com/news/113-cubist_pharmaceuticals_completes_acquisition_of_optimer_pharmaceuticals. In December 2014, Merck acquired Cubist Pharmaceuticals. See Press Release, Merck, Merck to Acquire Cubist Pharmaceuticals for $102 per Share in Cash (Dec. 8, 2014), available at http://www.mercknewsroom.com/news-release/corporate-news/merck-acquire-cubist-pharmaceuticals-102-share-cash. 141 See U.S. Securities and Exchange Commission, 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Program 1 (Nov. 17, 2014), available at http://www.sec.gov/about/offices/owb/annual-report-2014.pdf [hereinafter “Whistleblower Annual Report”]; see also 17 C.F.R. § 240.21F-1. 142 15 U.S.C. §21-F(b)(1). 143 See Annual Report at 20, 23. 144 See id. at Appendix A. 145 See id. at 1, 10. 146 See id. at 10-12. 147 See id. at 10. 148 See id. at 11. 149 See id. at 20 and Appendix A. 150 See id. at 18. 151 Press Release, DOJ, U.S. Forfeits Over $480 Million Stolen by Former Nigerian Dictator in Largest Forfeiture Obtained Through a Kleptocracy Action (Aug. 7, 2014), available at http://www.justice.gov/opa/pr/us-forfeits-over-480-million-stolen-former-nigerian-dictator-largest-forfeiture-ever-obtained. 152 Complaint, United States v. All Assets Held in Account Number 80020796, in the Name of Doraville Props. Corp., Case No. 1:13-cv-01832 (D.D.C. Nov. 18, 2013), Dkt. Entry 1, available at http://www.justice.gov/iso/opa/resources/765201435135920471922.pdf. 153 Id. (approximately $303 million in two bank accounts in the Bailiwick of New Jersey, $144 million in two bank accounts in France, and approximately $175 million in additional bank accounts in the United Kingdom and Ireland). 154 Id. 155 Press Release, DOJ, Justice Department Seizes an Additional $500,000 in Corrupt Assets Tied to Former President of Republic of Korea (Sept. 3, 2014), available at http://www.justice.gov/opa/pr/justice-department-seizes-additional-500000-corrupt-assets-tied-former-president-republic. 156 Id. 157 Id. 158 Id. 159 Press Release, DOJ, Second Vice President of Equatorial Guinea Agrees to Relinquish More Than $30 Million of Assets Purchased with Corruption Proceeds (Oct. 10, 2014), available at http://www.justice.gov/opa/pr/second-vice-president-equatorial-guinea-agrees-relinquish-more-30-million-assets-purchased. 160 Id. 161 Id. 162 Stipulation and Settlement Agreement, United States v. One Michael Jackson signed Thriller Jacket, Civil Action No. 2:11-cv-03582-GW-SS (C.D. Cal. Oct. 10, 2014), available at http://www.justice.gov/sites/default/files/press-releases/attachments/2014/10/10/obiang_settlement_agreement.pdf. 163 Id. 164 Press Release, DOJ, Department of Justice Seeks Recovery of Approximately $100,000 in Bribes Paid to Former Chad Ambassador (Nov. 7, 2014), available at http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador [hereinafter “Bechir Press Release”].

Global Anti-Corruption Insights | 37 165 Id.; see also Verified Complaint for Forfeiture In Rem, United States v. All Funds Up To and Including $1,474.517, Civil Action No. 1:14-cv-01178L (D.D.C. July 8, 2014), Dkt. Entry 3, available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_complaint.pdf [hereinafter “Bechir Complaint”]. 166 Bechir Press Release, supra note 166. 167 Bechir Complaint, supra note 167. 168 United States’ Motion to Vacate Sealing Order, United States v. All Funds Up To and Including $1,474,517, Civil Action No. 14-1178 (D.D.C. Oct. 30, 2014), available at http://www.justice.gov/sites/default/files/opa/press-releases/attachments/2014/11/07/bechir_motion_to_vacate.pdf. 169 Press Release, DOJ, Department of Justice Seeks Recovery of Approximately $100,000 in Bribes Paid to Former Chad Ambassador (Nov. 7, 2014), available at http://www.justice.gov/opa/pr/department-justice-seeks-recovery-approximately-100000-bribes-paid-former-chad-ambassador. 170 Amended Complaint ¶ 1, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:21-cv-05162 (W.D. Ark. Feb. 2, 2013), Dkt. Entry 86. 171 Id. ¶¶ 53-59. 172 Order at 2, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:12-cv-05162 (W.D. Ark. Spt. 26, 2014), Dkt. Entry 146 [hereinafter “Wal- Mart Arkansas Order”]. 173 Report & Recommendation at 1, City of Pontiac Gen. Emps. Ret. Sys. v. Wal-Mart Stores, Inc., No. 5:12-cv-05162 (W.D. Ark. May 8, 2014), Dkt. Entry 133. 174 Wal-Mart Arkansas Order, supra note 174, at 5. 175 Id. at 6. 176 Verified Complaint Pursuant to 8 Del C. § 220 to Compel Inspection of Books and Records ¶ 1, Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CS (Del. Chan. Aug. 16, 2012). 177 Wal-Mart Stores, Inc. v. Ind. Elec. Workers Pension Trust Fund IBEW, 95 A.3d 1264, 1270 (Del. 2014) (some internal quotation marks omitted). 178 Final Order and Judgment ¶ 1(h), Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CS (Del. Chan. Oct. 15, 2013). 179 Wal-Mart Stores, 95 A.3d at 1273. 180 Id. at 1278. 181 Id. at 1276 (quoting Garner v. Wolfinbarger, 430 F.2d 1093, 1103-04 (5th Cir. 1970)). 182 Pl.’s Br. in Supp. of Mot. for Order of Civil Contempt Pursuant to Rule 70(B), Ind. Elec. Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., No. 7779-CB (Del. Chan. Dec. 18, 2014). 183 Wal-Mart Stores, Inc., Quarterly Report (Form 10-Q), at 34 (Dec. 12, 2014), available at http://www.sec.gov/Archives/edgar/data/104169/000010416914000080/ wmt10311410-q.htm#s960F0349BDAE60EB31F855896F1A33CA. 184 Brief for U.S. Chamber of Commerce et al. as Amici Curiae Supporting Petitioners, Shell Oil Co. v. Writt, No. 13-0552 (Tex. Oct. 31, 2014) available at http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=860c3e02-8fd6-40aa-b8fd-67d8872ae526&coa=cossup&DT=BRIEFS&MediaID =c6a893c7-0baf-4bba-9424-aa50469c3d7c [hereinafter “Business Amicus Brief”]. 185 Arnold & Porter, FCPA, Bribery Act & other Global Anti-Corruption Insights, at 27 (Summer 2013), available at http://www.arnoldporter.com/resources/ documents/FcpaNewsletterAugust2013.pdf [hereinafter “A&P Summer 2013 FCPA Newsletter”]. 186 Business Amicus Brief, supra note 186, at 20. 187 Id. at 4–5. 188 Id. at 10–11 (quoting § 8C2.5(g)(1) & n.13). 189 Id. at 3, 16. 190 Press Release, SEC, SEC Charges Seven Oil Services and Freight Forwarding Companies for Widespread Bribery of Customs Officials (Nov. 4, 2010), available at http://www.sec.gov/news/press/2010/2010-214.htm. 191 Id. 192 Writt v. Shell Oil Co., 409 S.W.3d 59, 63–64 (Tex. Ct. App. 2013), review granted No. 13-0552 (Tex. Aug. 22, 2014). 193 Id. 194 Id. at 77. 195 Id. at 61; see also Arnold & Porter LLP, FCPA, Bribery Act & Other Global Anti-Corruption Insights (Summer 2013) at 28, available at http://www.arnoldporter.com/resources/documents/FcpaNewsletterAugust2013.pdf. 196 Writt, 409 S.W.3d at 61. 197 Jess Davis, Shell Seeks End To FCPA Defamation Suit In Texas High Court, Law360 (Nov. 6, 2014), available at http://www.law360.com/articles/591906/ shell-seeks-end-to-fcpa-defamation-suit-in-texas-high-court. 198 See Complaint, St. Lucie Cty. Fire Dist. Firefighters’ Pension Trust Fund v. Bryant, Civ. A. No. 14-3428 (S.D. Tex. Nov. 30, 2014), Dkt. Entry No. 1. See also Cobalt International Energy, Inc., Current Report (Form 8-K), at 1 (Aug. 5, 2014), available at http://www.sec.gov/Archives/edgar/ data/1471261/000110465914056593/0001104659-14-056593-index.htm. 199 Press Release, Cobalt International Energy, Cobalt Announces Termination of SEC Investigation (Jan. 28, 2015), available at http://www.cobaltintl.com/ newsroom/cobalt-announces-termination-of-sec-investigation.

Global Anti-Corruption Insights | 38 200 Judgment and Final Order of Dismissal with Prejudice, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Jan. 20, 2015), Dkt. Entry 53. 201 Complaint ¶ 3, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. June 20, 2012), Dkt. Entry 1. 202 Id. ¶¶ 57-58. 203 Id. ¶¶ 126-138. 204 Stipulation of Settlement, Exhibit A: Terms of Remediation, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Oct. 20, 2014), Dkt. Entry 38-1. 205 Stipulation of Settlement at 6, Rubery v. Kleinfeld, No. 2:12-cv-00844 (W.D. Pa. Oct. 20, 2014), Dkt. Entry 38. 206 Press Release, DOJ, Alcoa World Alumina Agrees to Plead Guilty to Foreign Bribery and Pay $223 Million in Fines and Forfeiture (Jan. 9, 2014), available at http://www.justice.gov/opa/pr/alcoa-world-alumina-agrees-plead-guilty-foreign-bribery-and-pay-223-million-fines-and. 207 Id. 208 Caroline Binham, SFO gets first conviction of company for foreign official bribes, Fin. Times (Dec. 22, 2014) available at http://www.ft.com/cms/ s/0/28b88282-8a04-11e4-9271-00144feabdc0.html#axzz3NwqzksjB (subscription required) [hereinafter “Financial Times Bribery Article”]. 209 See Smith and Ouzman Website, available at http://www.smith-ouzman.com/about (last visited Feb. 6, 2015). 210 Press Release, SFO, UK printing company and two men found guilty in corruption trial, (Dec. 22, 2014), available at http://www.sfo.gov.uk/press-room/ latest-press-releases/press-releases-2014/uk-printing-company-and-two-men-found-guilty-in-corruption-trial.aspx [hereinafter “Smith & Ouzman Press Release”]. 211 Id. 212 Id. 213 Press Release, SFO, Two men sentenced following corruption trial (Feb. 12, 2015), available at http://www.sfo.gov.uk/press-room/latest-press-releases/ press-releases-2015/two-men-sentenced-following-corruption-trial.aspx. 214 Smith & Ouzman Press Release, supra note 212. 215 Press Release, SFO, City directors convicted in £23m Green biofuel trial (Dec. 5, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/ press-releases-2014/city-directors-convicted-in-23m-green-biofuel-trial.aspx. 216 Press Release, SFO, City directors sentenced to 28 years in total for £23m green biofuel fraud (Dec. 8, 2014), available at http://www.sfo.gov.uk/press- room/latest-press-releases/press-releases-2014/city-directors-sentenced-to-28-years-in-total-for-23m-green-biofuel-fraud.aspx. 217 Court of Appeal Judgment ¶¶ 5, 7, Serious Fraud Office v. Miltiades Papachristos and Dennis Kerrison, [2014] EWCA Crim 1863 (Southwark Crown Ct. Sept. 9, 2014), available at http://www.sfo.gov.uk/media/272744/papachristos%20and%20kerrison%20final%20judgment.pdf [hereinafter “Papachristos and Kerrison Judgment”]; Press Release, SFO, Innospec judgment, (Mar. 26, 2010), available at http://www.sfo.gov.uk/press-room/press-release-archive/ press-releases-2010/innospec-judgment.aspx [hereinafter “Innospec Judgment Press Release”]. 218 Innospec Judgment Press Release, supra note 219. 219 Papachristos and Kerrison Judgment, supra note 219, ¶ 1. 220 Id. ¶ 17. 221 Three men jailed over the bribing of Indonesian and Iraqi officials, The Guardian, (Aug. 4, 2014) available at http://www.theguardian.com/uk-news/2014/ aug/04/innospec-three-men-jailed-bribes-indonesia-iraq. 222 Press Release, SFO, Four sentenced for role in Innospec corruption (Aug. 4, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/ press-releases-2014/four-sentenced-for-role-in-innospec-corruption.aspx. 223 Id. Press Release, SFO, Statement: Innospec Judgement (Sept. 19, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press- releases-2014/statement-innospec-judgement.aspx. 224 Press Release, SFO, Sweett Group Investigation, (July 14, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/ sweett-group-investigation.aspx. 225 See Sweett Group, http://www.sweettgroup.com/en/ (last visited Feb. 5, 2015). 226 Christopher Williams, SFO launches formal investigation of UAE bribery claims at Sweet Group, The Telegraph (July 14, 2014), available at http://www.telegraph.co.uk/finance/newsbysector/constructionandproperty/10966125/SFO-launches-formal-investigation-of-UAE-bribery-claims-at- Sweett-Group.html [hereinafter “Telegraph Sweett Group Article”]. 227 Gill Plimmer and Simeon Kerr, SFO launches probe into Sweett Group over Mideast contract, Fin. Times, (July 14, 2014), available at http://www.ft.com/ cms/s/0/7eb16148-0b44-11e4-ae6b-00144feabdc0.html#axzz3LV1n827G (subscription required) [hereinafter “FT Sweett Group Article”]. 228 Telegraph Sweett Group Article, supra note 228. 229 Id.; Press Release, Sweett, Wall Street Journal Allegation - Update (July 14, 2014), available at http://www.sweettgroup.com/en/news/wall-street-journal- allegation-update-2/. 230 Press Release, Sweett Group, Update, (Nov. 11, 2014), available at http://www.londonstockexchange.com/exchange/news/market-news/market-news- detail/12146380.html; Steve McGrath, Sweett Group Says Doing All It Can To Cooperate With SFO Probe, Alliance News (Nov. 11, 2014), available at http://www.morningstar.co.uk/uk/news/AN_1415701097628391300/sweett-group-says-doing-all-it-can-to-cooperate-with-sfo-probe.aspx#sthash. nEbGBNHc.dpuf. 231 Press Release, SFO, Bruce Hall sentenced to 16 months in prison (July 22, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/ press-releases-2014/bruce-hall-sentenced-to-16-months-in-prison.aspx [hereinafter “Bruce Hall Press Release”].

Global Anti-Corruption Insights | 39 232 Id. (contrary to Section 1 of the Criminal Law Act 1977 and Section 1 of the Prevention of Corruption Act 1906). 233 Id. (contrary to Section 1 of the Prevention of Corruption Act 1906). 234 Id. (contrary to Sections 329(1) and 327(1) of the Proceeds of Crime Act 2002). 235 Bruce Hall Press Release, supra note 233. 236 Id. 237 Press Release, SFO, Statement: Rolls Royce (Dec. 22, 2013), available at http://www.sfo.gov.uk/our-work/our-cases/case-progress/rolls-royce.aspx. 238 Rolls-Royce: Two arrested in fraud probe, BBC (Feb. 12, 2014), available at http://www.bbc.co.uk/news/business-26155883. 239 Suzi Ring, U.K. Prosecutors Plan More Arrests in Rolls-Royce Probe, Bloomberg, (Sept. 2, 2014), available at http://www.bloomberg.com/news/2014- 09-02/u-k-prosecutors-plan-more-arrests-in-rolls-royce-probe.html. 240 Andrew Winning, Two dropped from bribery probe into Rolls-Royce sales - Sunday Times, Reuters, (Sept. 7, 2014), available at http://uk.reuters.com/ article/2014/09/07/uk-rolls-royce-britain-sfo-idUKKBN0H20ID20140907. 241 Andrew Parker, SFO considers more arrests in Rolls-Royce bribery probe, Fin. Times (Sept. 2, 2014), available at http://www.ft.com/intl/cms/s/ d31ffaf8-32c9-11e4-93c6-00144feabdc0,Authorised=false.html?_i_location=http%3A%2F%2Fwww.ft.com%2Fcms%2Fs%2F0%2Fd31ffaf8-32c9- 11e4-93c6-00144feabdc0.html%3Fsiteedition%3Dintl&siteedition=intl&_i_referer=#ixzz3LWF3Ayn7 (subscription required). 242 David Green CB QC, Speech to the Pinsent Masons Regulatory Conference (Oct. 23, 2014), available at http://www.sfo.gov.uk/about-us/ our-views/director%27s-speeches/speeches-2014/david-green-cb-qc-speech-to-the-pinsent-masons-regulatory-conference.aspx [hereinafter Green Pinsent Speech”]; see also Alun Milford, SFO General Counsel, Speech to the Global Investigations Summit (Oct. 15, 2014), available at http://www.sfo.gov.uk/about-us/our-views/other-speeches/speeches-2014/alun-milford%27s-speech-to-the-global-investigations-summit.aspx (explaining Roskill model). 243 Green Pinsent Speech, supra note 244. 244 Id. 245 Marion Dakers, Serious Fraud Office asks for ‘blockbuster funding’ to help pay for Libor and other probes, The Telegraph (Oct. 23, 2014), available at http://www.telegraph.co.uk/finance/newsbysector/banksandfinance/11182222/Serious-Fraud-Office-asks-for-blockbuster-funding-to-help-pay-for-Libor- and-other-probes.html. 246 Id.; Jill Treanor, Serious Fraud Office to seek extra £26.5m funding, The Guardian (Oct. 23, 2014), available at http://www.theguardian.com/law/2014/ oct/23/serious-fraud-office-extra-funding-tchenguiz. 247 Julie DiMauro, UK says ‘no thanks’ to U.S.-style whistleblower rewards, The FCPA Blog (July. 31, 2014), available at http://www.fcpablog.com/ blog/2014/7/31/uk-says-no-thanks-to-us-style-whistleblower-rewards.html#. 248 PRA, Financial Incentives for Whistleblowers (July 2014), available at http://www.fca.org.uk/your-fca/documents/financial-incentives-for-whistleblowers. 249 Id. 250 Id. 251 Press Release, SFO, The Serious Fraud Office and Vincent Tchenguiz announce settlement of civil claims (July 25, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-vincent-tchenguiz-announce-settlement-of- civil-claims.aspx. 252 Id. 253 Id. 254 Vincent Tchenguiz settles SFO damages claim, The Telegraph (July 25, 2014), available at http://www.telegraph.co.uk/finance/financial-crime/10991668/ Vincent-Tchenguiz-settles-SFO-damages-claim.html. 255 Id. 256 Press Release, SFO, The Serious Fraud Office and Robert Tchenguiz announce settlement of civil claims (July 31, 2014), available at http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2014/the-serious-fraud-office-and-robert-tchenguiz-announce-settlement-of-civil-claims.aspx. 257 Id. 258 Id.; James Quinn, SFO settles with Robbie Tchenguiz, The Telegraph (July 31, 2014), available at http://www.telegraph.co.uk/finance/financial- crime/11002371/SFO-settles-with-Robbie-Tchenguiz.html. 259 Rita Trichur, Former SNC-Lavalin Executive Pleads Guilty to Bribery, Money Laundering, Wall St. J. (Oct. 1, 2014), available at http://online.wsj.com/ articles/former-snc-lavalin-executive-pleads-guilty-to-bribery-money-laundering-1412188017 [hereinafter “Ben Aissa WSJ Article”]; Sophie Cousineau and Greg McArthur, Former SNC-Lavalin executive funnelled $160-million to Gadhafi son, RCMP says, The Globe and Mail (Jan. 25, 2013), available at http://www.theglobeandmail.com/news/national/former-snc-lavalin-exec-funnelled-160-million-to-gadhafi-son-rcmp-says/article7865504. 260 Rita Trichur, Former SNC-Lavalin Executive Pleads Guilty to Bribery, Money Laundering, Wall St. J. (Oct. 1, 2014), available at http://online.wsj.com/ articles/former-snc-lavalin-executive-pleads-guilty-to-bribery-money-laundering-1412188017; James V. Grimaldi and Margaret Coker, Canadian Firm Recoups Cash in Bribery Case, Wall St. J. (Dec. 11, 2014), available at http://www.wsj.com/news/article_email/canadian-firm-recoups-cash-in-bribery- case-1418343614-lMyQjAxMTI0NTEwMjExOTIwWj?cb=logged0.39101461903192103 [hereinafter “SNC-Lavalin Recoups Money Article”]. 261 SNC-Lavalin Recoups Money Article, supra note 262. 262 Ben Aissa WSJ Article, supra note 261.

Global Anti-Corruption Insights | 40 263 EX-SNC exec Riadh Ben Aissa extradited to face fraud charges, CBC News (Oct. 15, 2014), available at http://www.cbc.ca/news/canada/montreal/ex- snc-exec-riadh-ben-aissa-extradited-to-face-fraud-charges-1.2800218. 264 Catherine McLean and Stewart Bell, Former SNC-Lavalin executive Riadh Ben Aissa returning to Canada to face fraud, bribery and money laundering charges, National Post (Sept. 25, 2013), available at http://news.nationalpost.com/2013/09/25/former-snc-lavalin-executive-riadh-ben-aissa-returning-to- canada-to-face-fraud-bribery-and-money-laundering-charges/. 265 A&P Winter 2014 FCPA Newsletter, supra note 45, at 30-31. 266 Ex-McGill hospital boss Arthur Porter arrested in Panama, CBC News (May 27, 2013), available at http://www.cbc.ca/news/canada/montreal/ex-mcgill- hospital-boss-arthur-porter-arrested-in-panama-1.1302252. 267 John Nicol and Dave Seglins, Dr. Arthur Porter’s wife calls herself ‘pawn’ in fraud case, CBC News (Sept. 3, 2014), available at http://www.cbc.ca/news/ canada/dr-arthur-porter-s-wife-calls-herself-pawn-in-fraud-case-1.2750548. 268 Greg Mcarthur, Two former SNC-Lavalin executives charged with bribery, other criminal offences, The Globe and Mail (Jan. 31, 2014), available at http://www.theglobeandmail.com/news/national/former-snc-lavalin-executive-charged-with-seven-criminal-offences/article16640145/ [hereinafter “SNC-Lavalin executives January 2014 Article”]. 269 Former SNC-Lavalin execs, lawyer face charges, CBC News (Sept. 11, 2014), available at http://www.cbc.ca/news/business/former-snc-lavalin-execs- lawyer-face-charges-1.2762160 [hereinafter “SNC-Lavalin executives September 2014 Article”]. 270 SNC-Lavalin executives January 2014 Article, supra note 270; SNC-Lavalin executives September 2014 Article, supra note 271. 271 SNC-Lavalin executives January 2014 Article, supra note 270. 272 Id.; Graeme Hamilton and Nicolas Van Praet, Former SNC-Lavalin executive Riadh Ben Aissa pleads guilty to corruption charges, Financial Post (Oct. 17, 2014), available at http://business.financialpost.com/2014/10/01/snc-riadh-ben-aissa-pleads-guilty/ [hereinafter “Ben Aissa Plea Article”]. 273 A&P Winter 2014 FCPA Newsletter, supra note 45. 274 See Press Release, The World Bank, World Bank Debars SNC-Lavalin Inc. and its Affiliates for 10 years(Apr. 17, 2013), available at http://www.worldbank. org/en/news/press-release/2013/04/17/world-bank-debars-snc-lavalin-inc-and-its-affiliates-for-ten-years. 275 Dave Seglins and John Nicol, SNC-Lavalin offices in Algeria raided amid bribery probe, CBC News (June 3, 2013), available at http://www.cbc.ca/news/ canada/snc-lavalin-offices-in-algeria-raided-amid-bribery-probe-1.1348485. 276 SNC-Lavalin Recoups Money Article, supra note 262. 277 Id. 278 Ben Aissa Plea Article, supra note 274. 279 Petroleo Brasileiro S.A. − Petrobras, Report of Foreign Issuer (Form 6-K), at 1 (Dec. 15, 2014), available at http://www.sec.gov/Archives/edgar/ data/1119639/000129281414002880/pbra20141212_6k.htm [hereinafter “Petrobus December 15, 2014 6-K”]. 280 See Brazilian oil company Petrobras sued by US city, BBC (Dec. 26, 2014), available at http://www.bbc.com/news/world-latin-america-30607403 [hereinafter “Petrobras US City Article”]; Brazil company executives charged in Petrobras scandal, BBC (Dec. 11, 2014), available at http://www.bbc.com/news/world-latin-america-30442790 [hereinafter Petrobras Executives Charged Article”]. 281 See Petrobras Executives Charged Article, supra note 282. 282 See Petrobras US City Article, supra note 282. 283 See Petrobras Executives Charged Article, supra note 282. 284 See Petrobras US City Article, supra note 282; Petrobras Executives Charged Article, supra note 282. 285 Petroleo Brasileiro S.A. − Petrobras, Report of Foreign Issuer (Form 6-K), at 1 (Nov. 25, 2014), available at http://www.sec.gov/Archives/edgar/ data/1119639/000129281414002722/pbra20141124_6k1.htm. 286 See Brazil’s Petrobras says received U.S. SEC subpoena for documents, Reuters (Nov. 24, 2014), available at http://www.reuters.com/article/2014/11/24/ brazil-petrobras-sec-idUSL2N0TE1UY20141124. 287 Petroleo Brasileiro S.A. − Petrobras, Report of Foreign Issuer (Form 6-K), at 1 (Dec. 10, 2014), available at http://www.sec.gov/Archives/edgar/ data/1119639/000129281414002836/pbra20141210_6k.htm; Petrobras December 15, 2014 6-K, supra note 281, at 1. 288 Jeb Blount, Petrobras faces class-action lawsuit in New York court over graft, Reuters (Dec. 8, 2014), available at http://www.reuters.com/article/2014/12/08/ brazil-petrobras-lawsuit-idUSL1N0TS20D20141208. 289 See Petrobras US City Article, supra note 282. 290 Joe Palazzolo and Rogerio Jelmayer, Brazil Files Bribery Charges in Embraer Aircraft Sale to Dominican Republic, Wall St. J. (Sept. 23, 2014), available at http://www.wsj.com/articles/brazil-files-bribery-charges-in-embraer-aircraft-sale-to-dominican-republic-1411502236. 291 Takahiko Hyuga, Ex-Deutsche Bank Salesman Withdraws Appeal to Tokyo Court, Bloomberg (Nov. 27, 2014), available at http://www.bloomberg.com/ news/2014-11-27/ex-deutsche-bank-salesman-withdraws-appeal-to-tokyo-court.html. 292 A&P Winter 2014 FCPA Newsletter, supra note 45, at 31. 293 A&P Summer 2014 FCPA Newsletter, supra note 116, at 28. 294 Silvia Aloisi, RPT - Large part of Eni’s Nigerian oil deal cash went on bribes - Italian prosecutors, Reuters (Oct. 2, 2014), available at http://www.reuters. com/article/2014/10/02/eni-nigeria-investigation-idUSL6N0RX14220141002 [hereinafter “Reuters Eni Article”]. 295 Press Release, Eni, No illegal conduct on OPL 245 acquisition, (Sept. 11, 2014), available at http://www.eni.com/en_IT/media/press-releases/2014/09/2014- 09-11-bribes_corruption_Nigeria_CEO_Claudio_Descalzi_Eni_denies_illegal_conduct.shtml.

Global Anti-Corruption Insights | 41 296 Id. 297 Tim Cocks, UK police probing Shell, ENI Nigerian oil block deal, Reuters (July 24, 2013), available at http://uk.reuters.com/article/2013/07/24/uk-shell- eni-nigeria-idUKBRE96N0L020130724. 298 See Reuters Eni Article, supra note 296. 299 OECD Foreign Bribery Report: An Analysis of the Crime of Bribery of Foreign Public Officials, (OECD Publishing 2014), available at http://dx.doi.org/10.1787/9789264226616-en [hereinafter “OECD Foreign Bribery Report”]. 300 Id. at 8. 301 Id. 302 Id. 303 Id. 304 OECD Foreign Bribery Report, supra note 301, at 8. 305 Id. 306 Id. at 9. 307 Id. 308 Id. 309 Transparency Int’l, 2014 Corruption Perceptions Index (Dec. 3, 2014), available at http://www.transparency.org.uk/news-room/12-blog/1178-corruption- perceptions-index-2014. 310 Press Release, Transparency Int’l, Corruption Perceptions Index 2014: Clean Growth at Risk (Dec. 3, 2014), available at http://www.transparency.org/ news/pressrelease/corruption_perceptions_index_2014_clean_growth_at_risk [hereinafter “Corruption Perceptions Index 2014”]. 311 Transparency Int’l, Corruption Perceptions Index 2014: Results, available at http://www.transparency.org/cpi2014/results. 312 Corruption Perceptions Index 2014, supra note 312. 313 Id. 314 Id. 315 Transparency International, Mission, Vision and Values, available at http://www.transparency.org/whoweare/organisation/mission_vision_and_values. 316 Exporting Corruption: Progress Report 2014: Assessing enforcement of the OECD Convention on Combating Foreign Bribery, Transparency International (Oct. 23, 2014), available at http://files.transparency.org/content/download/1573/11296/file/2014_ExportingCorruption_OECDProgressReport_EN.pdf [hereinafter, “TI OECD Report”]; see OECD, Convention of Combating Bribery of Foreign Public Officials in International Business Transactions (adopted Nov. 21, 1997), available at http://www.oecd.org/daf/anti-bribery/ConvCombatBribery_ENG.pdf. 317 TI OECD Report, supra note 318, at 4-5. 318 The TI OECD Report explains that “both “Moderate Enforcement” and “Limited Enforcement” indicate insufficient deterrence, while “Little to No Enforcement” indicates no deterrence at all. Id. at 3. 319 Id. 320 Id. at 5. 321 Id. 322 Id. at 8. 323 Id. 324 Id. at 9. 325 We thank Daniel Bernstein, Alex Berz, Ron Ghatan, Blake Huffman, Dorian Hurley, Jennifer Kang, Colleen Lima, Catherine Long, Meghan C. Martin, Brittany McClure, James McSweeney, Daniel Ostrow, Carmela Romeo, Julie Simeone, Pedro Soto, and Brandie Weddle for their contributions to this publication.

Global Anti-Corruption Insights | 42