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• Title:Anti-corruption law and compliance : guide to the FCPA and beyond / Kevin Abikoff, John Wood, Michael Huneke.
  
•    
• Author/Creator:Abikoff, Kevin.
  
• Other Contributors/Collections:Wood, John F.
  Huneke, Michael H.
  
• Published/Created:Arlington, VA : Bloomberg BNA, ©2014.
  

• Holdings

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  • Location:LAW LIBRARY (level 3)Where is this?
    
  • Call Number: KF9351 .A925 2014
    
  • Number of Items:1
    
  • Status:Available
    

   
• Library of Congress Subjects:Corporations, American--Law and legislation--United States--Criminal provisions.
  Corporations, American--Corrupt practices.
  Foreign trade regulation--United States--Criminal provisions.
  Bribery--United States.
  
• Description:xxxv, 746 pages ; 26 cm
  
• Notes:Includes bibliographical references and index.
  
• ISBN:9781617460050 (hardback)
  1617460052 (hardback)
  
• Contents:Machine generated contents note: I. Bribery of Foreign Officials in Historical Context
  A. Bribery of Foreign Officials in Ancient Greece
  B. Corruption Regulations and Trials in Ancient Rome: The Legacy of Cicero
  C. From Roman to British Empire: The Impeachment of Warren Hastings
  II. Passage of Modern Anti-Corruption Legislation
  A. Impetus for Legislation: "Grave Consequences for Significant Foreign Relations"
  B. Pericles Revisited: The Lingering Concern Over "Necessity"
  I. Introduction
  II. Brief Overview of the FCPA
  A. Anti-Bribery Provisions
  B. Accounting Provisions
  III. Organization of American States Inter-American Convention Against Corruption
  IV. OECD Convention
  V. United Nations International Convention Against Corruption
  VI. Council of Europe Criminal Law Convention on Corruption
  VII. Council of Europe Civil Law Convention on Corruption
  VIII. Asian Development Bank-OECD Anti-Corruption Action Plan for Asia Pacific
  IX. African Union Convention on Preventing and Combating Corruption
  X. Conclusion
  I. Introduction
  II. Overview of the FCPA's Anti-Bribery Provisions
  III. To Whom the Anti-Bribery Provisions Apply
  A. Officers, Directors, and Employees
  B. Agents
  C. Evolution of the FCPA's Treatment of Agents and Employees
  1. 1977-1988: Eckhardt Amendment
  2. 1977-1998: Disparate Treatment of U.S. and Foreign Agents and Employees
  D. Stockholders Acting on Behalf of Others
  E. Covered Issuers
  1. "Issuers" Generally
  2. Section 12 Registrants
  3. Section 15(d) Reports
  4. American Depositary Receipts
  F. Domestic Concerns
  1. U.S. Companies and U.S. Subsidiaries of Foreign Companies
  2. U.S. Citizens, Nationals, or Residents
  G. Limits on U.S. Jurisdiction Over Issuers and Domestic Concerns
  H. Other Persons
  I. Introduction
  II. Overview
  III. Corrupt (and Willful) Intent
  A. What Do "Corruptly" and "Willful" Mean?
  1. Corruptly: Legislative History
  2. Case Study: United States v. Liebo
  B. What Must Be Done "Corruptly"?
  1. Legislative History
  2. Use of the U.S. Mails or a Means or Instrumentality of U.S. Interstate Commerce
  a. U.S. Mails
  b. Means or Instrumentalities of U.S. Interstate Commerce
  3. Doing Any Act: The Scope of Congress's Authority Under the Foreign Commerce Clause
  a. Legal Standard
  b. Examples of "Any Act" Jurisdiction
  C. Willful Intent Is Necessary for Natural Persons' Criminal Liability
  D. Willful and Corrupt Intent Must Be Interpreted So That Neither Is Superfluous
  E. Note Regarding Foreign Issuers vs. Foreign Other Persons
  IV. Acts "In Furtherance" of a Violation
  A. Case Study: Kay & Murphy
  B. Case Law Interpreting "in Furtherance of in Other U.S. Statutes Suggests Reasonable Limitations on the Term's Breadth
  1. Overt Acts "in Furtherance of Federal Criminal Conspiracies
  2. Acts "in Furtherance of Violations of the U.S. Mail or Wire Fraud Statutes
  C. Note re "Forward" and "Reverse" in-Furtherance-of Risk in Mergers and Acquisitions or Joint Ventures
  V. Offers, Payments, Promises, or Authorizations
  A. Payments
  B. Offers or Promises (No Agreement or Acceptance Required)
  C. Authorizations
  1. Express Authorizations
  2. Implied Authorizations
  3. What Must Be Authorized?
  D. Note re "Contemplated" Payments
  VI. Anything of Value
  A. No De Minimis Exception
  B. Debt or Claim Forgiveness Can Be a Thing of Value
  VII. (Potentially) Prohibited Recipients
  A. Foreign Official
  1. State Enterprises as Foreign Government Instrumentalities
  a. Historical Use of Instrumentalities by the U.S. Government
  b. Reference to Foreign Government Instrumentalities in Other U.S. Statutes
  c. "Instrumentalities" in Settled FCPA-Related Enforcement Actions
  d. Criminal Defendants' Litigation Regarding Whether. Foreign Enterprises Are Instrumentalities
  i. Government Ownership or Control
  ii. Performing a Government Function
  iii. Possible Holistic Approach
  iv. Potential Relevance of U.S. Treaty Obligations
  v. Legislative History Is Inconclusive Regarding Instrumentalities
  2. Note: What Is a "Foreign Government"?
  3. Note: Payments Directly to a "Foreign Government" Are Not Prohibited
  4. Government Must Prove a Defendant's Knowledge or Belief of the Recipient's Status as a Foreign Official
  5. Officials and Employees of Public International Organizations
  6. Acting in an Official Capacity
  B. Foreign Party Officials or Candidates for Foreign Office
  C. Note: U.S. Authorities Cannot Charge the Foreign Official (or Other Prohibited Recipient) for Conspiring to Violate the Anti-Bribery Provisions
  D. Knowingly Making Prohibited Payments Indirectly through Third Parties
  1. Case Study: Frederic Bourke
  2. Original "While Knowing or Having Reason to Know" Standard and Criticism Thereof
  3. 1988 Amendments: Be Careful What You Wish For, and the Incorporation of the Model Penal Code Into the Anti-Bribery Provisions
  a. Resulting Statutory Text
  b. Conferees Incorporated the Model Penal Code's Conduct, Circumstance, or Result Framework for Criminal Offenses Into the Anti-Bribery Provisions' Prohibition on Third-Party Payments
  c. Potential Textual Ambiguities
  i. Congress Incorporated a Modified Version of the Model Penal Code's Definition of Knowing Conduct Into the Third-Party Payments Prohibition
  ii. Knowing Conduct: For "Such Person" to be "Aware" That "Such Person Is Engaging in Such Conduct"
  iii. Knowing of the Existence of Attendant Circumstances
  1. To Be "Aware" That a Circumstance Exists: Are You Aware of a "High Probability" of the Existence of Such Circumstance Without Believing That It Does Not Exist?
  2. To Have a "Firm Belief" That a Circumstance Exists
  iv. Knowing of Substantially Certain Results
  1. To Be "Aware" That a Result Is "Substantially Certain" to Occur
  2. To Have a "Firm Belief" That a Result Is "Substantially Certain" to Occur
  4. Adequate, Good-Faith Due Diligence May Establish a Defense to Certain "Knowing" Conduct Under the Anti-Bribery Provisions
  E. Note: The Collective Knowledge Doctrine and Vicarious Corporate Criminal Liability Under U.S. Law
  VIII. Prohibited Purposes
  A. What Does It Mean to Act Purposely?
  B. Four Prohibited Purposes
  1. First Three Prohibited Purposes: Influence and Inducement
  2. Fourth Prohibited Purpose: Securing an Improper Advantage
  3. Must the Government Prove a Quid pro Quo to Establish Securing an Improper Advantage?
  4. Note: The Prohibited Purpose Need Not Be Accomplished
  IX. To Assist in Obtaining or Retaining Business for or with, or Directing Business to, Any Person (the "Business Nexus" Test)
  X. Case Study: Securing the Payment of Legal Debts or Receivables
  XI. Conclusion
  I. Introduction
  II. Affirmative Defenses and Exceptions Generally
  A. Affirmative Defenses
  B. Exceptions
  III. Affirmative Defenses to the FCPA's Anti-Bribery Provisions
  A. Payments Permitted Under Local Written Law
  1. Affirmative Defense
  2. Absence From the Original FCPA
  3. 1988 Amendments
  4. Limited Practical Availability
  5. Burden of Proof
  B. Reasonable and Bona Fide Expenditures
  1. Affirmative Defense
  2. Interpretation and Application
  a. Whether Corrupt Payments Qualify for the Affirmative Defense
  b. Practical Meaning of "Reasonable and Bona Fide"
  i. Examples of Payments Likely Not Covered by "Reasonable and Bona Fide Expenditure" Affirmative Defense
  ii. Examples of Payments Likely Covered by "Reasonable and Bona Fide Expenditure" Affirmative Defense
  iii. Use Common Sense
  3. Burden of Proof
  IV. Facilitating or Expediting Payments Exception
  A. Original Exception
  B. 1988 Amendments
  C. Practical Availability of the Facilitating or Expediting Payments Exception
  1. U.S. Authorities' and Courts' Interpretation of the Exception
  a. United States v. Kay
  b. Westinghouse Non-Prosecution Agreement
  c. Noble Corporation Non-Prosecution Agreement
  d. Key Enforcement Lessons
  2. International Laws Often Prohibit Facilitating Payments
  D. Burden of Proof
  E. Impact of the FCPA's Accounting Provisions on the Availability of the Facilitating Payments Exception
  V. Conclusion
  I. Introduction
  II. To Whom the Accounting Provisions Apply
  A. Covered Issuers
  1. Covered Issuers' Liability for Controlled Subsidiaries and Affiliates (Including Joint Ventures)
  2. Consolidation of Subsidiaries' Accounts
  3. Good-Faith Efforts for Entities in Which the Issuer Has 50 Percent or Less of the Voting Power
  4. Accounting Provisions Apply to Both U.S. and Foreign Covered Issuers
  B. Persons Responsible for Covered Issuers' Violations
  1. Aiding, Abetting, or Causing a Covered Issuer's Violation
  2. Criminal Conspiracy
  3. Controlling Person Liability
  III. Criminal Liability
  IV. Books and Records Provision
  A. Elements
  1. Books, Records, and Accounts
  2. Reasonable Detail
  3. Accurate and Fair Reflection of the Transactions and Dispositions of the Assets
  4. Materiality
  B. Note: The Books and Records Provisions Are Not Limited to False Records Designed to Conceal Foreign Bribery
  C. Liability for Records Prepared by Others
  V. Internal Accounting Controls Provision
  A. Elements
  1. Designing a System of Internal Accounting Controls
  Contents note continued: 2. Maintaining a System of Internal Accounting Controls
  B. Internal Accounting Controls Violations
  C. No Materiality Standard
  VI. Intent Necessary to Violate the Accounting Provisions
  A. Statutory Text & Amendments
  B. Meaning of "Knowingly"
  C. Comparison of Subsection 13(b) (2) With Subsection 13(b) (5)
  VII. SEC Rulemaking
  A. Rule 13b2-1: Falsification of Any Book, Record, or Account
  B. Rule 13b2-2: False Statements in Connection With an Audit
  VIII. National Security Exemption
  I. Introduction
  II. Note: Natural Persons vs. Artificial Persons
  III. Criminal Penalties under the FCPA
  A. Criminal Penalties for Natural Persons
  1. Anti-Bribery Violations
  2. Accounting Provision Violations
  B. Criminal Penalties for Artificial Persons
  1. Anti-Bribery Violations
  2. Accounting Provision Violations
  C. U.S. Sentencing Guidelines and Mitigating Factors
  1. Overview
  2. Case Study: Daimler AG
  a. Base Fine
  b. Culpability Score and Recommended Fine Range
  c. Application of Mitigating Factors to Arrive at an Agreed Proposed Fine
  IV. Civil Remedies and Disgorgement under the FCPA
  A. Injunctive Relief
  B. Disgorgement and Other Equitable Relief
  C. Civil Monetary Penalties
  1. Civil Monetary Penalties in DOJ Enforcement Actions
  2. Civil Monetary Penalties in SEC Enforcement Actions
  a. Civil Anti-Bribery Penalties for Covered Issuers
  b. Civil Monetary Penalties for Accounting Provision Violations
  3. Other Civil Penalties or Remedies Available to the SEC
  V. SEC Administrative Proceedings and Cease-and-Desist Orders
  A. Administrative Proceedings
  B. Cease-and-Desist Orders
  VI. Penalty Trends
  A. Natural Persons
  B. Artificial Persons
  C. Compliance Monitors
  VII. Collateral Consequences
  A. U.S. Internal Revenue Service Consequences
  1. Criminal Tax Penalties
  2. Reporting Payments by Foreign Subsidiaries
  B. Debarment From U.S. Government Contracts and U.S. Export Controls
  C. Reputational Harm
  D. Costs and Disruption From Internal Investigations
  E. Potential Drop in Stock Price
  F. Adverse Impact on Credit Ratings
  VIII. Conclusion
  I. Evolution of the FCPA Advisory Opinion Process
  A. Adoption of an Initial Procedure in 1980
  B. Subsequent Revisions to the Process
  C. Potential Future Revisions
  II. Guidance of the Opinion Procedure Releases
  A. Assessing the Weight of DOJ Guidance
  B. Lessons Learned From the Opinion Procedures Releases
  III. Select Opinion Procedure Releases
  A. Opinion Procedure Release 08-02
  B. Opinion Procedure Release 98-01
  C. Review Procedure Release 97-01
  IV. Conclusion
  I. Introduction
  II. Division of Responsibility & Investigative Trends
  A. Criminal & Civil Enforcement: The Department of Justice
  B. Civil Enforcement Regarding Certain Issuers of Securities[
  ]The Securities and Exchange Commission
  C. Law Enforcement Partners
  D. Investigative Methods and Trends
  1. Investigation Methods: A Move Toward Traditional Law Enforcement Tactics
  2. SEC Whistleblower Program
  3. Use of Related Criminal Statutes
  4. Industry and Jurisdiction Sweeps
  5. Cross-Border Enforcement
  III. Enforcement Guidelines: When to Investigate, Prosecute, and Settle
  A. DOJ
  1. Individuals[
  ]DOJ Principles of Federal Prosecution
  2. Corporations[
  ]DOJ Principles of Federal Prosecution of Business Organizations
  B. SEC
  1. Determining Whether an Investigation and Enforcement Action Should Go Forward
  2. Cooperation by Companies
  3. Cooperation by Individuals
  C. Rewarding Cooperation and Remedial Efforts
  1. Self-Reporting and Cooperating in the Resulting Investigation
  2. Terminating Responsible Management and Employees
  3. Evaluating and (if Necessary) Revising Compliance Programs in Response to Events
  IV. Frameworks for Resolving FCPA-Related Investigations
  A. DOJ Resolutions
  1. Plea Agreements
  2. Deferred Prosecution Agreements and Non-Prosecution Agreements
  a. Deferred Prosecution Agreements
  b. Non-Prosecution Agreements
  3. Case Study: DOJ Enforcement Guidelines and Settlement Options in Action[
  ]The Panalpina Settlements
  B. SEC Enforcement and Settlements Options
  1. SEC Enforcement Actions
  2. Deferred Prosecution Agreements and Non-Prosecution Agreements
  a. Deferred Prosecution Agreements
  b. Non-Prosecution Agreements
  c. Case Study: SEC Enforcement Guidelines and Settlement Tools in Action[
  ]Tenaris
  C. Compliance Monitors
  D. Declinations
  V. Conclusion
  I. Introduction
  II. Review Drivers
  III. Relevant Guidance
  A. Seaboard Report
  B. Principles of Federal Prosecution of Business Organizations
  IV. Initial Considerations
  A. Preliminary Scope Assessment
  B. Who Should Conduct the Review?
  C. Developing a Work Plan
  V. Document Preservation and Collection
  A. Document Hold
  B. Collection of Electronic Materials
  VI. Establishment of a Documentary Record
  A. Review and Analysis
  B. Personnel Interviews
  1. Overview
  2. Attorney-Client Privilege Considerations
  3. State Actor Considerations
  VII. Local Considerations
  A. Appreciation for Local Law and Custom
  B. Select Areas of Focus
  1. Middle East
  2. West Africa
  3. China
  4. Brazil
  VIII. Remedial Measures
  A. Assessing the Need for Remedial Measures
  B. Personnel Action
  C. Revision to Policies and Procedures
  D. Self Disclosure and Cooperation
  1. Overview
  2. Evolution of Department of Justice Guidance
  3. SEC Cooperation Initiative
  4. U.K. Guidance
  5. Practical Application
  IX. Conclusion
  I. Introduction
  II. What is Compliance?
  III. Legal Authorities
  A. Delaware Corporate Law and U.S. Securities Laws
  1. Old, Passive Philosophy: Graham Hatches an Ostrich
  2. New, Proactive Philosophy: Caremark and the End of the Ostrich Approach
  3. Sarbanes-Oxley Act [§]406 Obligation to Disclose
  B. U.S. Sentencing Guidelines for Business Organizations
  1. Purpose of Section 8B2.1: Defining "Effective" Compliance Programs
  2. Two-Part Test of an Effective Compliance Program
  C. DOJ & SEC FCPA Resource Guide: Ten Hallmarks of Effective Compliance Programs
  D. Other Sources of Law
  E. Other Sources of Guidance
  IV. Essential Elements of Compliance Programs
  A. Tone at the Top
  B. Codes of Conduct, Policies, and Procedures
  C. Whistleblower Programs
  D. Training
  E. Consistent Promotion and Enforcement With Both Carrots and Sticks
  F. Due Diligence on Third Parties and Merger and Acquisition Targets
  G. Continuous Improvement
  H. Risk-Based Compliance
  1. High-Risk Countries
  2. Use of Agents and Other Third Parties
  3. Joint Venture and Consortium Partners
  4. Mergers and Acquisitions
  5. Gifts, Travel, and Entertainment
  V. Conclusion
  I. Introduction
  A. Difficult Business Environments
  B. Resource Curse
  II. Risk Areas for Energy Companies
  III. Responses to Risks in the Extractive Industries
  A. Publish What You Pay
  B. Extractive Industries Transparency Initiative
  C. Mandatory Disclosure: The Dodd-Frank Act [§]1504
  1. Background and Statutory Language
  2. SEC Issues Final Rules in August 2012
  3. Federal Court Vacates and Remands Final Rules
  D. U.S. Policy Implications of Dodd-Frank Act [§]1504
  E. Global Implications of Dodd-Frank [§]1504
  IV. Oil and Gas-Related Enforcement Sweeps: TSKJ, Panalpina, and OFFP
  A. TSKJ
  B. Panalpina-Related Cases
  1. Panalpina World Transport (Holding), Ltd. and Subsidiaries
  a. Panalpina Conduct in Nigeria
  b. Panalpina Conduct Outside Nigeria
  2. GlobalSantaFe Corporation
  3. Pride International, Inc., Joe Summers, and Bobby Benton
  4. Tidewater Inc
  5. Transocean, Inc
  6. Royal Dutch Shell
  7. Noble Corporation
  C. Iraq Oil-for-Food Program
  1. Chevron
  2. Flowserve
  3. El Paso Corporation
  V. Other Extractive Industry Case Studies
  A. Baker Hughes
  B. Helmerich & Payne
  C. Oil States International
  D. Statoil
  E. Vetco International Ltd.
  VI. Prosecution of Individuals in the Extractive Industries
  A. Victor Kozeny, Frederic Bourke, Jr., and David Pinkerton
  VII. Conclusion
  I. Introduction
  II. Understanding the Global Defense Industry
  A. Demand-Side Perspective
  B. Supply-Side Perspective
  III. Areas of Risk in General Defense Contracting
  IV. FMS and DCS Contracts
  V. Offsets
  A. Types of Offsets
  B. Offset Credits and Multipliers
  C. Legal Framework for Offsets
  D. Rationales for Offsets
  E. Corruption Risks in Offset Arrangements
  VI. U.S. Defense Procurement Sanctions: Suspension, Debarment, and Administrative Agreement
  VII. Other Anti-Corruption Efforts in the Defense Sector
  A. Industry-Led Anti-Corruption Efforts: CIS and IFBEC
  B. International Anti-Corruption Efforts: The UN and EU
  VIII. Before the FCPA: Defense Industry in the Crosshairs
  A. Northrop Corporation
  B. Lockheed Aircraft Corporation
  C. Boeing
  D. McDonnell Douglas Corporation
  IX. Defense Industry Opinion (Review) Procedure Releases
  A. Release 80-04: Lockheed-Olayan Partnership in Saudi Arabia
  Contents note continued: B. Release 82-03: Unnamed Delaware Corporation in Yugoslavia
  X. FCPA Prosecutions in the Defense Industry
  A. Middle East
  1. BAE Systems
  2. United Industrial Corporation and Thomas Wurzel
  3. Lockheed Corporation: Dr. Takla, Mr. Love, and Mr. Nassar
  B. Europe: Two Executives From Pacific Consolidated Industries
  C. Africa: Titan
  D. Asia: Shu Quan-Sheng
  E. Military and Law Enforcement Products Sting
  F. Investigation of Port Services Providers
  XI. Conclusion
  I. Anti-Corruption Enforcement Risks for Healthcare-Related Companies
  A. U.S. Law Enforcement's Industry-Wide Sweep
  II. Special Risks for Pharmaceutical, Medical Device, and Life Sciences Companies
  A. Risks Created by the Broad Definition of "Foreign Official"
  B. Officers and Employees of, and Persons Acting for or on Behalf of, Public International Organizations
  III. Practical Considerations for Compliance Programs
  A. Risks Inherent in the Regulatory Approval Process
  B. Risks Presented by the Sales and Distribution Process
  1. Marketing
  2. Training and Compensation of Sales Representatives
  3. Drug Samples
  4. Payments to Purchasers
  5. Payments to Formularies
  6. Payments to Physicians or other Healthcare Providers in a Position to Direct Business or to Make or Influence Referrals
  C. Enforcement Trends
  IV. Real-World Applications: FCPA Settlements With Health-Related Companies
  A. Eli Lilly (2012)
  B. Pfizer Inc. (2012)
  C. Orthofix International (2012)
  D. Johnson & Johnson (2011)
  E. Novo Nordisk (2009)
  F. Nature's Sunshine Products, Inc., Douglas Faggioli, and Craig D. Huff (2009)
  G. Siemens (2008)
  H. AGA Medical Corporation (2008)
  I. Immucor (2007)
  J. Diagnostic Products Corporation (2005)
  K. Micrus (2005)
  L. Schering-Plough (2004)
  M. Syncor, Inc. (2002)
  V. Conclusion
  I. Introduction
  II. World Bank Group
  A. Foundations
  B. Purpose
  C. World Bank Funded Projects
  III. Sanctions Process
  A. Jurisdiction
  B. Sanctionable Practices
  C. Actors and Roles
  1. Integrity Vice Presidency (INT)
  2. Suspension & Debarment Officer
  3. Sanctions Board
  D. Current Sanctions Process
  1. Temporary Suspension Prior to Sanctions Proceedings
  2. Sanctions Proceedings: SDO Phase
  3. Sanctions Proceedings: Sanctions Board Phase
  4. Settlements
  E. Recent and Ongoing Sanctions Process Reforms
  IV. Sanctions
  A. Potential Sanctions
  1. Debarment With Conditional Release
  2. Conditional Nondebarment
  3. Debarment
  4. Letter of Reprimand
  5. Restitution or Remedy
  B. Cross-Debarment
  V. Selected World Bank Public Decisions
  A. Sanctions Board Decision Number 60 (September 9, 2013)
  B. Sanctions Board Decision Number 56 (June 10, 2013)
  C. Sanctions Board Decision Number 55 (March 7, 2013)
  VI. Voluntary Disclosure Program
  VII. Other Efforts
  A. International Corruption Hunters Alliance
  B. Stolen Asset Recovery Initiative (StAR)
  C. Integrity Compliance Guidelines
  VIII. Conclusion
  I. Introduction
  II. Corruption of Foreign Officials Offense Under French Law
  A. Elements of the Offense
  1. Review of Selected Elements' Meaning of Foreign "Public Official"
  2. Required Intent
  3. Knowledge of Third-Party Payments
  4. Offers, Promises, Donations or Gifts, or Advantages of Any Kind
  5. Proffering "Without Right"
  6. No Facilitation Payments Exception
  B. Similar Offense of Improper Influence
  C. French Territorial and Nationality Jurisdiction
  D. Prosecution of the Offense
  1. Detection of Violations
  a. No Legal Requirement to Voluntarily Disclose Violations
  b. Reporting Violations of French Law Is Disfavored
  c. Establishing Whistleblower Protections Under French Law
  d. TRACFIN: The Fight against Clandestine Financing
  e. Accountants' and Statutory Auditors' Obligations
  f. AMF and the Tax Office
  g. Challenge of Uncovering Evidence Abroad
  2. Prosecuting Violations
  a. General Rules for Prosecution Under French Law
  b. Specific Regime for Prosecution of International Corruption
  c. New Role of Nongovernmental Organizations (NGOs) in Prosecuting Violations
  d. New Plea Agreement Procedure
  3. Statutory Limits on Bribery Prosecutions
  E. Potential Sanctions for Violations
  III. Liability of Legal Entities for the Corruption of Foreign Officials
  A. Scope of Liability
  1. Liability for Acts Committed by Executive Bodies or Representatives
  2. Liability for Acts Committed by Subsidiaries and Acquired Companies
  3. Corporate Compliance Requirements
  a. Internal Controls Obligations
  b. Due Diligence of Business Partners
  c. Code of Ethics
  i. Provisions Falling Under the Company's Commitments
  ii. Provisions Falling Under the Company's Rules
  iii. Obligations Not Falling Under the Company's Rules
  iv. Provisions Attached to the Employment Contract
  d. Whistleblowing Procedures
  B. Penalties for Legal Entities
  IV. Selected Collateral Offenses Under French Law
  A. Books and Records Offenses Under French Law
  B. Money Laundering and Concealment of the Proceeds of a Crime
  C. Misuse of Corporate Assets
  V. Conclusion
  I. Introduction
  II. Corruption Crimes Under Brazilian Law
  A. Domestic Bribery
  1. Corruption Offenses
  2. Review of Selected Elements
  a. "To Solicit, Receive, or Accept" (Passive Corruption)
  b. "To Offer or Promise" (Active Corruption)
  c. "Undue Advantage"
  i. Overview
  ii. Facilitating Payments
  d. "Public Official"
  e. Required Mental State
  f. "By Reason of the Position" and "Official Act"
  i. Act Within the Official's Powers
  ii. Corruption Before and After the Official Act
  g. "Directly or Indirectly"
  3. Bribery Distinguished From the Influence-Peddling Offense
  B. Improper Conduct by Public Officials
  1. Administrative Violations
  2. Gifts and Advantages Within the Law
  C. Foreign Bribery
  1. Corruption Offense
  2. Review of Selected Elements
  a. "To Promise, Offer, or Give"
  b. "Foreign Public Official"
  c. "Official Act Related to an International Business Transaction"
  3. Foreign Bribery Distinguished From the Foreign Influence-Peddling Offense
  III. Collateral Offenses
  A. Books and Records Offenses
  1. Criminal Provisions
  a. General Prohibitions
  b. Prohibitions in Specific Contexts
  2. Civil and Administrative Provisions
  a. Accounting Framework for Companies
  b. Responsibility of Accountants and Auditors
  B. Money Laundering
  C. Irregular Political Donations and Contributions
  1. Political Funding Within the Law
  a. Source of the Payment
  b. Amount Limits
  2. Irregular Funding and Bribery
  D. Commercial Bribery
  IV. Detection of Misconduct
  A. Governmental Agencies and Initiatives
  B. Reporting Obligations for Financial Institutions and Accountants
  C. Reporting Obligations for Public Officials
  D. Reporting Obligations for Companies
  E. Whistleblower Protection and Rewarding
  V. Liability of Individuals
  A. Basic Rules of Criminal Procedure
  B. Territorial and Extraterritorial Jurisdiction
  C. Statute of Limitations
  D. Mutual Legal Assistance
  E. Applicable Sanctions
  1. Deprivation of Liberty
  2. Criminal Fines
  3. Confiscation
  4. Damages
  5. Administrative Sanctions
  VI. Liability of Entities
  A. 2013 Anticorruption Law
  1. Scope of Application
  2. Nature and Scope of Liability
  3. Prohibited Conduct
  a. Bribery
  i. "To Promise, Offer, or Give"
  ii. "Directly or Indirectly"
  iii. "Undue Advantage"
  iv. "Public Official"
  v. Purpose of the Bribe
  b. Other Offenses
  i. Corruption and Fraud in Public Procurement and Government Contracts
  ii. Use of Third Parties or Shell Companies as a Front
  iii. Impairment of Official Investigations and Control Activities
  iv. Aiding or Abetting a Listed Offense
  4. Applicable Sanctions
  a. Administrative Sanctions
  b. Civil Sanctions
  5. Administrative Proceedings and Leniency Agreements
  6. Role of Internal Control Systems
  7. Statute of Limitations
  8. National Register of Sanctioned Companies
  B. Other Applicable Law
  1. Criminal Law
  2. Administrative Law
  3. Civil Law
  VII. Anti-Corruption Compliance in Brazil
  A. Compliance Environment
  B. FCPA Trends
  VIII. Conclusion
  I. Introduction
  II. Overview
  A. Specific Offenses Proscribed
  B. "Adequate Procedures" Defense and Related MOJ Guidance
  C. Jurisdiction
  1. Active Bribery, Passive Bribery, and Bribery of Foreign Officials
  2. Failing to Prevent Associated Persons' Bribery
  III. Background
  A. U.K Anti-Corruption Law Before the Bribery Act
  B. Road to Passage of the Bribery Act
  1. Nolan Committee Report
  2. OECD Anti-Bribery Convention and Implementing Legislation
  3. Attempts a Further Reform and Modernization of U.K. Law
  a. OECD Criticism
  b. Al-Yamamah Scandal
  c. Law Commission's 2008 Report and the Bribery Act 2010
  IV. Bribery Act
  A. Overview
  B. Offenses Under the Bribery Act
  1. Bribing Another Person (Section 1) and Receiving a Bribe (Section 2)
  a. Bribing Another Person (Section 1)
  Contents note continued: b. Offenses Related to Being Bribed (Section 2)
  2. Bribery of a Foreign Public Official (Section 6)
  3. Commercial Organization's Failure to Prevent Bribery (Section 7)
  C. Jurisdictional Reach
  1. U.K. Jurisdiction over Active Bribery, Passive Bribery, and Bribery of Foreign Public Officials
  2. U.K. Jurisdiction over a Commercial Organization's Failure to Prevent Bribery
  D. Penalties
  1. Summary Conviction for Violations of Sections 1, 2, or 6
  2. Conviction on Indictment for Violations of Sections 1, 2, or 6
  3. Conviction on Indictment for Violations of Section 7
  4. U.K. Sentencing Council Consultation
  a. Proposed Step 1: Compensation for Loss or Damage
  b. Proposed Step 2: Culpability and Harm
  i. Three Categories of Culpability
  ii. Harm
  c. Proposed Step 3: Determine the Fine Level
  i. Determine the Fine "Starting Point" and "Category Range"
  ii. Apply Aggravating and Mitigating Factors
  d. Proposed Step 4: Consider Whether to Adjust the Fine Level
  V. Adequate Procedures Defense
  A. Text of the Bribery Act
  B. MOJ Guidance and Six Guiding Principles for Compliance Programs
  1. Principle 1: Proportionate Procedures
  2. Principle 2: Top-Level Commitment
  3. Principle 3: Risk-Based Compliance Programs
  4. Principle 4: Proportionate and Risk-Based Due Diligence on Associated Persons
  5. Principle 5: Communication and Training
  6. Principle 6: Monitoring and Review
  C. Analysis
  VI. U.K. Enforcement
  A. Prosecutorial Roles and Guidelines
  1. Prosecutorial Roles
  2. Prosecutorial Guidelines
  3. International Cooperation
  B. Hospitality and Facilitation Payments
  1. We Are Not the "Serious Champagne Office": Hospitality, Promotional, and Other Business Expenditures
  2. Facilitation Payments and Payments Made Under Duress
  C. Self-Reporting
  D. Deferred Prosecution Agreements
  E. Prosecutions
  1. Munir Patel: Court Clerk Alters Driving Records
  2. Mawia Mushtaq: Attempt to Bribe a Licensing Officer for a Taxi License
  3. Yang Li: Attempt to Bribe a Professor for Passing Grade
  4. Sustainable AgroEnergy PLC
  VII. Conclusion.