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an extensive internal investigation to determine whether any of the company’s subsidiaries in the same region had engaged in misconduct.
e Thecompany self-reported the misconduct and the results of its internal investigation to DOJ and SEC.
e The company cooperated fully with investigations by DOJ and SEC.
e In addition to the immediate training at the relevant subsidiary, the company provided comprehensive FCPA training to all of its employees and conducted an extensive review of its anti-corruption compliance program.
e The company enhanced its internal controls and record-keeping policies and procedures, includ- ing requiring periodic internal audits of customs payments.
e As part ofits remediation, the company directed that local lawyers rather than customs agents be used to handle its permits, with instructions that “no matter what, we don’t pay bribes’—a policy that resulted in
a longer and costlier permit procedure.
Example 5: Public Company Declination
DOJ and SEC declined to take enforcement action against a U.S. publicly held consumer products company in connection with its acquisition of a foreign company. Factors taken into consideration included:
e The company identified the potential improper payments to local government officials as part of its pre-acquisition due diligence.
e The company promptly developed a comprehen- sive plan to investigate, correct, and remediate any FCPA issues after acquisition.
e Thecompany promptly self-reported the issues prior to acquisition and provided the results of its investi- gation to the government on a real-time basis.
e The acquiring company’s existing internal controls and compliance program were robust.
e After the acquisition closed, the company imple- mented a comprehensive remedial plan, ensured
that all improper payments stopped, provided
extensive FCPA training to employees of the new subsidiary, and promptly incorporated the new subsidiary into the company’s existing internal
controls and compliance environment.
Example 6: Private Company Declination
In 2011, DOJ declined to take prosecutorial action
against a privately held U.S. company and its foreign subsid-
iary. Factors taken into consideration included:
The company voluntarily disclosed bribes paid to social security officials in a foreign country.
The total amount of the bribes was small.
When discovered, the corrupt practices were imme- diately terminated.
The conduct was thoroughly investigated, and the results of the investigation were promptly provided to DOJ.
All individuals involved were either terminated
or disciplined. The company also terminated its relationship with its foreign law firm.
The company instituted improved training and compliance programs commensurate with its size
and risk exposure.
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