For an individual to be a "United States person," he or she must be a national of the Untied States as defined by Section 101 of the Immigration and Nationality Act.[3] A national of the United States is either a citizen of the United States or a person who owes permanent allegiance to the United States or an entity organized under the laws of the United States, any state, territory, possession, or commonwealth of the United States, or any subdivision of any state, territory, possession, or commonwealth of the United States.[4]
[1]15 U.S.C. §§ 78dd-1(g), 02(i) (2012).
[2]Id., §§ 78dd-1(g)(1), -2(i)(1).
[3]Id., § 78dd-1(g)(2).
[4]8 U.S.C. § 1101(a)(22) (2012). The second category of individuals who are not U.S. citizens and who owe allegiance to the United States is now "apparently limited to residents of American Samoa and Swains Island." Hashmi v. Mukasey, 533 F.3. 700, 704 n.1 (8th Cir. 2008) (citing Hampton v Mow Sun Wong, 426 U.S. 88, 90 n.1, 96 S. Ct. 1895, 48 L. Ed. 2d 495 (1976); Miller v. Albright, 523 U.S. 420, 467 n.2, 118 S. Ct. 1428, 140 L. Ed. 2d 575 (1998) (Ginsberg J., dissenting).
]]>"Corrupt intent" is defined as "having an improper motive or purpose."[2] The legislative history of the anti-bribery provisions makes clear that, like the domestic bribery statute,[3] the prohibited conduct occurs only when a payment or offer of payment is made to induce the intended beneficiary to in some way misuse his or her official position.
"Corruptly" as used in the anti-bribery provisions signifies "a bad or wrongful purpose and an intent to influence a foreign official to misuse his official position."[4] "[A] person acts 'corruptly' if he or she acts with a 'bad purpose'."[5] The thing of value must be given or offered with the intent to influence as opposed to be simply given whether or not the public official carries out his or her official duties.[6]
"Corrupt intent" as used within the context of the anti-bribery provisions derives from the domestic bribery statute.[7] In the domestic context, "corrupt intent" requires a higher degree of intent than that required for violating the provisions prohibiting gratuities to public officials.[8] It "incorporat[es] a concept of the bribe being the prime mover or producer of the official act."[9] It is this element of quid pro quo that distinguishes the heightened criminal intent requisite under the bribery sections of the statute from the simple mens rea required for violations of the gratuity sections of the domestic bribery statute.[10]
[1]United States v. Kozeny, 582 F. Supp. 2d 535, 541 (S.D.N.Y. 2008).
[2]Id. (citing S. Rep. No. 114, 9th Cong., 1st Sess. 10 (1977), reprinted in 1977 U.S.C.C.A.N. 4098). S.Rep. No. 114 provides:
The word "corruptly' is used in order to make clear that the offer, payment, promise, or gift, must be intended to induce the recipient to misuse his official position in order to wrongfully direct business to the payor or his client, or to obtain preferential legislation or a favorable regulation. The word "corruptly" connotes an evil motive or purpose, an intent to wrong-fully influence the recipient. It does not require that the act be fully consummated, or succeed in producing the desired outcome.
[3]18 U.S.C. § 201 (2012).
[4]Stichting Ter Behartiging Van de Velangen Van Ouddaandeelhouders In Het Kapitaal Van Saybolt Int'l B.V. v. Schreiber, 327 F.3d 173, 183 (2d Cir. 2003). As explained in United States v. Liebo, 923 F. 2d 1308, 1312 (8th Cir. 1991), '[a]n act is 'corruptly' done if done voluntarily and intentionally, and with a bad purpose of accomplishing either an unlawful end or result, or a lawful end or result by some unlawful method or means. The term 'corruptly' is intended to connote that the offer, payment, and promise was intended to induce the recipient to misuse his official position." Cf. Bryan v. United States, 524 U.S. 184, 191, 118 S. Ct. 1939, 141 L. Ed. 2d 197 (1998) (approving a similar definitions of "willful").
[5]Schrieber, 327 F.3d at 182 (citing United States v. McElroy, 910 F.2d 1016, 1026 (2d Cir. 1990)).
[6]United States v. Strand, 574 F.2d 993, 996 (9th Cir. 1978) (distinguishing between intent required for bribery as opposed to an illegal gratuity in domestic bribery statute).
[7]Schrieber, 327 F.3d at 184.
[8]United States v. Hsieh Hui Mei Chen, 754 F.2d 817 (9th Cir.), cert. denied, 471 U.S. 1139, 105 S. Ct. 2684, 86 L. Ed. 2d 701 (1985).
[9]United States v. Brewster, 506 F.2d 62, 82 (1974).
[10]See id., 506 F.2d at 72; United States v. Alessio, 528 F.2d 1079, 1082 (9th Cir.), cert. denied, 426 U.S. 948, 96 S. Ct. 3167, 49 L. Ed. 2d 1184 (1976).
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SAS No. 99 requires management to disclose its "[k]nowledge of fraud or suspected fraud involving (1) management, (2) employees who have significant roles in internal control, or (3) others where the fraud could have a material effect on the financial statements."[1] Management is also required to report its "knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, analysts, regulators, short sellers, or others."[2]
Among the risk factors to be taken into account are whether the entity has "[s]ignificant operations located or conducted across international borders in jurisdictions where differing business environments and cultures exist."[3] Risk of material misstatements due to fraud may vary among operating locations or business segments of an entity. As a result, an auditor is required to identify the risks related to specific geographic areas or business segments, as well as for the entity as a whole.
An auditor should evaluate whether an entity's "programs and controls that address identified risks of material misstatement due to fraud have been suitably designed and placed in operation."[4] This would include compliance programs designed to prevent, deter, and detect fraud and programs designed to promote a culture of honesty and ethical behavior. In addition, specific controls designed to mitigate specific risks of fraud must also be evaluated. The evaluation should determine whether the programs and controls mitigate the identified risks of material misstatement due to fraud or whether there are deficiencies that may "exacerbate" the risks.[5]
[1]AU § 333.06 (1997 ed.).
[2]Id.
[3]Id.
[4]Id.
[5]Id., § 316.06.
]]>No "knowing" requirement for civil liability exists under the accounting and record-keeping provisions.[1] Strict liability is imposed. No proof of intent is required. This has dramatic ramifications for an issuer or anyone subject to the FCPA's accounting and record-keeping provisions. The evidentiary requirements of what must be proven in order to establish a civil violation of the accounting and record-keeping provisions is very low. All that is required is that the substantive violation be proven by a preponderance of the evidence.
An individual or entity not directly subject to the terms of the accounting and record-keeping provisions can still held liable for being an accessory to a violation. However, for an entity or individual not subject to the accounting and record-keeping provisions of the FCPA, proof of intent may be required to establish civil liability for aiding and abetting a violation of the accounting and record-keeping provisions.[2]
[1]Sec. & Exch. Comm'n. v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); Sec. & Exch. Comm'n v. Softpoint, Inc., 958 F. Supp. 846, 865-66 (S.D.N.Y. 1997), aff'd on other grounds, 159 F.3d 1348 (2d Cir. 1998); Sec. & Exch. Comm'n v. Sys. Software Assocs., Inc., 145 F. Supp. 2d 954, 958 (N.D. Ill. 2001); World-Wide Coin Invs., Ltd., 567 F. Supp. 724, 749 (N.D. Ga. 1983). See also Ponce v. Sec. & Exch. Comm'n, 345 F.3d 722, 736 n.10 (9th Cir. 2003).
[2]See id., at 737; Sec. & Exch. Comm'n v. Autocorp Equities, Inc., 292 F. Supp. 2d 1310 (D. Utah 2003) (knowledge or reckless disregard of the fact that the defendant was aiding or abetting a violation of securities law must be established).
]]>But in terms of the applicability of the GCO under the UK Bribery Act, the OECD's recent Phase 3 Report on Implementing the OECD Anti-Bribery Convention in the United Kingdom ("Phase 3 Report") provides useful insights. The Phase 3 Report states that the "GCO does not have the force of law and is not binding on prosecutors or courts." Indeed, the GCO points out that "whether an organisation had adequate procedures in place to prevent bribery in the context of a particular prosecution is a matter that can only be resolved by the courts taking into account the particular facts and circumstances of the case." Moreover, Section 9(2) of the UK Bribery Act specifically provides for the GCO to be amended from time to time.
Nonetheless, the Phase 3 Report emphasizes that the "GCO is a factor that prosecutors would consider in charging decisions." In this regard, the Joint Prosecution Guidance provides that "[p]rosecutors must take [the GCO] into account when considering whether the procedures put in place by commercial organisations are adequate to prevent persons performing services for or on their behalf from bribing." Thus, from a strictly legal standpoint, the GCO cannot provide a safe harbor to commercial organisations. Yet, from a practical standpoint, the GCO may, in effect, provide a form of safe harbor for commercial organisations subject to the jurisdiction of the UK Bribery Act.
]]>Under U.S. law, it is a criminal offense for an individual or entity to knowingly retaliate against any person for providing information relating to the commission or possible commission of a federal offense.[1] The penalties can be severe. But it is critical to fully understand the breadth of retaliation that is subject to serious criminal sanctions. "Retaliation" can consist of "interfering with the lawful employment or livelihood" of the informant.[2] Anyone who interferes with the lawful employment or livelihood of an informant can be subject to a term of imprisonment of ten years.[3]
Of added significance is the provision making the application of the retaliation statute expressly extraterritorial.[4] With there also being a specific provisions for a conspiracy to violate the statute,[5] severe criminal sanctions can be imposed on an individual or entity for taking action in foreign settings against a whistleblower or anyone seeking to cooperate with a federal investigation. The fact that the individual furnishing the information is located in a foreign setting or is not a U.S. citizen is not an impediment to prosecution.
[1]18 U.S.C. § 1513(e).
[2]Id.
[3]Id., § 1513(e).
[4]Id., § 1513(d) ("There is extraterritorial Federal jurisdiction over an offense under this section.").
[5]Id., § 1513(f).
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In implementing the FCPA's record-keeping provisions, one of the two rules adopted by the SEC was Rule 13b2-2, which sought to strengthen the reliability of the audit process by prohibiting officers and directors from misleading auditors. It prohibits any officer or director from making materially false or misleading statements or omitting to state any material facts in the preparation of filings required by the Securities Exchange Act.[1]
Although Rule 13b2-2 applies only to officers and directors, and anyone acting on their behalf, it is very broad in terms of the scope of its coverage. Officers and directors are prohibited from "taking any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of that issuer for the purpose of rendering such financial statements materially misleading."[2]
Rule 13b2-2 also applies to written and oral statements made by officers and directors to internal auditors as well as to outside auditors.[3] It also extends to "causing another person to make a material misstatement or make or cause to be made a materially false or misleading statement."[4] Not only are misrepresentations covered, but a material omission or failure to clarify a statement so as to make it materially false or misleading can constitute a violation of Rule 13b2-2.
In the context of anti-bribery compliance, whether the FCPA, UK Bribery Act, Canada's Corruption of Foreign Public Officials Act (CFPOA), or other anti-bribery regimes may be involved, great care must be exercised by officers and directors in responding to inquiries of internal and outside auditors relative to whether they may have knowledge of violations. One of the changes to the FCPA prompted by Sarbanes-Oxley was the increase in the term of imprisonment for a violation of the accounting and record-keeping provisions to 20 years.
[1]17 C.F.C. § 240.13b2-2(b) (2012).
[2]15 U.S.C. § 7242 (2009); 17 C.F.R. § 240.13b2-2(b) (2012). In this context, "the term 'officer' means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization whether incorporated or unincorporated." Sec. & Exch. Comm'n v. Gallagher, No. 87-3904, 1989 U.S. Dist. LEXIS 9556, at *22 n.10 (E.D. Pa. 1989).
[3]"In implementing Rule 13b2-2, the SEC limited the application to officers and directors but declined to limit its application to written statements." Stuart H. Deming, The Potent and Broad-Ranging Implications of the Accounting and Record-Keeping Provisions of the Foreign Corrupt Practices Act, 96 J. CRIM L. & CRIMINOLOGY 465, 480 (2006) (citing Promotion of Reliability of Financial Information, Exchange Act Release No. 34-15570, [1979 Transfer Binder] FED. SEC. L. REP. (CCH) ¶ 81,959, at 81,960 (Feb. 15, 1979)).
[4]17 C.F.R. § 240.13b2-2 (2012).
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Depending upon the underlying facts and circumstances, various means exist for federal prosecutors in the United States to effectively extend the five-year statute of limitations that is applicable to the FCPA. One mechanism is the tolling statute when evidence is officially sought from a foreign jurisdiction. 18 U.S.C. § 3292. In other jurisdictions, the statute of limitations may be longer or may be tolled in ways that may be rather unique to a particular jurisdiction.
In a number of common law jurisdictions, like the United Kingdom, Canada, Australia, New Zealand, and Ireland, no statute of limitations applies to indictible offenses. Violations of the anti-bribery legal regimes in each of these common law countries can constitute an indictible offense, thereby making the anti-bribery offenses not subject to any statute of limitations.
For due diligence and risk assessment considerations, attorneys and, in particular, international legal practitioners and in-house counsel need to be wary about drawing conclusions based upon assumptions associated with relatively short statutes of limitations. Not only may there be the possibilility that the statute of limitations may not have run for reasons that may not be readily ascertainable, there may also be the possibility that the anti-bribery laws of other jurisdictions may apply and that may still be viable.
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Given the limited amount of litigation involving 18 U.S.C. § 3292, many aspects of its provisions have yet to be subject to judicial interpretation. As a result, special care needs to be exercised when relying upon its terms and how it is likely to be interpreted. Of particular note are the decisions holding that a tolling request under 18 U.S.C. § 3292 is not limited to a specific individual or entity under investigation at the time of the request.[1] The statute of limitations is tolled for offenses under investigation by a grand jury and for which foreign evidence has been officially requested.
Even in the absence of awareness of an investigation, an individual or entity cannot assume that the statute of limitations has not been tolled. "[B]ecause the statute is offense-specific, not person-specific, investigated individuals are not entitled to notice of what specific actions the grand jury was taking, thereby permitting the government to obtain a tolling order through an ex parte proceeding."[2]
Individuals and entities may not be subject to investigation at the time the request is made. But future developments may make an individual or entity subject to the investigation for which evidence was sought. "[T]he government has no control over who might be involved in the offense under investigation. A foreign evidence request for offenses under investigation may identify persons who are involved in the offenses, but who were previously unknown to the government."[3]
For international law attorneys specializing in the FCPA or global anti-bribery compliance issues, the practical impact of these interpretations is the need to be wary of relying upon the five-year statute of limitations. Whether it be in the context of determining whether a violation occurred, assessing risk, or conducting due diligence, the five-year statute of limitations should not be determinative.
[1]E.g., United States v. Ratti, 365 F. Supp. 649, 656 (D. Md. 2005); United States v. Trainor, 277 F.Supp.2d 1278, 1283 (S.D.Fla.2003), aff'd, 376 F.3d 1325 (11th Cir.2004); United States v. Neill, 952 F.Supp. 831, 833-34 (D.D.C. 1996).
[2]United States v. Castroneves, 2009 WL 528251 at *4 (S.D. Fla., Mar. 2, 2009).
[3]Neill, supra at 834.
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Unlike the anti-bribery provisions of the FCPA, the internal control provisions apply to foreign subsidiaries of issuers where the issuer has a majority interest or where the issuer may exercise effective control. Certainly, where the subsidiary's financial statements are consolidated into an issuer's financial statements, the SEC will have jurisdiction under the terms of the internal control provisions. Increasingly in recent years, the SEC has employed the internal control provisions as a vehicle to address improper payments to foreign officials.
In the United Kingdom, the Financial Services Authority (FSA) has employed a similar mechanism associated with internal controls to address improper payments to foreign officials. Under the FSA's guiding principles, a firm subject to its jurisdiction are required to take "reasonable care to organize and control its affairs responsibly and effectively, with adequate risk management systems." Under the FSA's Senior Management Arrangements, Systems and Control - Rule 3.2.6: "A firm must take reasonable care to establish and maintain effective systems and controls for compliance with applicable requirements and standards under the regulatory system and for countering the risk that the firm might be used to further financial crime." In a civil context, like the SEC's enforcement of the internal control provisions of the FCPA, no proof of intent or an actual bribe is required. Only proof that systems and controls do not properly protect against such payments.
The settlements associated with Aon Corporation, a U.S. issuer, and its U.K. subsidiary, Aon Limited, are indicative of the overlap in these legal regimes. The U.K. subsidiary was assessed a fine of £5.25 million by the FSA for inadequate internal controls for a lack of due diligence and assessment of the risk of third parties, including a failure to monitor third parties in high risk areas, an absence of adequate training and guidance, and a failure to furnish adequate information to senior management with oversight responsibilities. The SEC fined the parent Aon Corporation $14.5 million for a number of FCPA violations, including internal controls for relying on generic terms as opposed to requiring specificity in records for payments to third parties and a lack of procedures taken to ensure that third-party payments were not made to foreign government officials.
Whether in the United States, or elsewhere, for attorneys, in-house counsel, accountants, and other providing advice on global anti-bribery issues, internal control issues always need to be kept in mind. Aside from exposing an entity to regulatory sanctions, they are essential to the success and viability of an effective compliance program.
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As Commentary 28 to the OECD Convention points out, "one immediate consequence of the implementation of the [OECD Convention] . . . will be that companies which are required to issue financial statements disclosing their material contingent liabilities will need to take into account the full potential liabilities under [the OECD] Convention, in particular its [provisions relating to bribery of foreign official and accounting and record-keeping issues], as well as other losses which might flow from conviction of the company or its agents for bribery. This also has implications for the execution of professional responsibilities of auditors regarding indications of bribery of foreign public officials. In addition, the accounting offences referred to in Article 8 [of the OECD Convention] will generally occur in the company's home country, when the bribery offence itself may have been committed in another country, and this can fill gaps in the effective reach of the [OECD] Convention."
As the negotiators of the OECD Convention well understood, the ramifications associated with the implementation and enforcement of anti-bribery legislation, like the Foreign Corrupt Practices Act, the UK Bribery Act, and Canada's Corruption of Foreign Public Officials Act, may implicate material contingent liabilities requiring disclosure in financial statements. The implications are even greater with respect to material contingent liabilities when the prospect of debarments are also taken into consideration. Whether in the United States or elsewhere, no attorney, in-house counsel, accountant, or consultant providing advice can or should limit his or her considerations to anti-bribery issues.
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The guidance issued by the FSA in December of 2011 for internal controls for bribery and corruption for entities subject to its jurisdiction provides useful insights. Attorneys, in-house counsel, accountants, consultants, and other providing advice to entities should take particular notice of the guidance issued relative to the role of senior management:
A firm's senior management are responsible for ensuring that the firm conducts its business with integrity and tackles the risk that the firm, or anyone acting on its behalf, engages in bribery and corruption.
Self-assessment questions:
• What role do senior management play in the firm's anti-bribery and corruption effort? Do they approve and periodically review the strategies and policies for managing, monitoring and mitigating this risk? What steps do they take to ensure staff are aware of their interest in this area?
• Can your firm's board and senior management demonstrate a good understanding of the bribery and corruption risks faced by the firm, the materiality to its business and how to apply a risk-based approach to anti-bribery and corruption?
• How are integrity and compliance with relevant anti-corruption legislation considered when discussing business opportunities?
• What information do senior management receive in relation to bribery and corruption, and how frequently? Is it sufficient for senior management effectively to fulfill their functions in relation to antibribery and corruption?
Examples of good practice
• The firm is committed to carrying out business fairly, honestly and openly.
• Responsibility for anti-bribery and corruption systems and controls is clearly documented and apportioned to a single senior manager with appropriate terms of reference who reports ultimately to the board.
• Anti-bribery systems and controls are subject to audit.
• Management information submitted to the board ensures they are adequately informed of internal and external developments relevant to bribery and corruption and respond to these swiftly and effectively.
Examples of poor practice
• There is a lack of awareness of, or engagement in, anti-bribery and corruption at senior management or board level.
• An 'ask no questions' culture sees management turn a blind eye to how new business is generated.
• Little or no management information is sent to the board about higher-risk third-party relationships or payments.
]]>Understanding the difference between a bribe and an illegal gratuity can be critical in determining whether a payment constitutes a violation of the anti-bribery provisions of the FCPA. Under the anti-bribery provisions, illegal gratuities are not prohibited. Only bribes similar in terms of criminal intent to those prohibited by the domestic bribery statute are prohibited.
Frequently, payments to foreign officials lack the quid pro quo element as is required for a FCPA violation. But relying upon an illegal gratuity analysis to determine an absence of the quid pro quo element can be dangerous. Reasonable differences can arise as to whether there is a quid pro quo element which, in turn, lead to a slippery slope of problems.
As a result, it is critical that care be exercised in making a determination as to what might constitute an illegal gratuity. For this reason, the recent Jefferson opinion can be helpful in making that determination. In distinguishing between bribery and an illegal gratuity, the Fourth Circuit explained:
Although both the bribery and illegal gratuity statutes related to giving a thing of value to a public official, or a public official accepting a thing of value, the illegal gratuity statute, on its face, is one-sided. That is, an illegal gratuity does not require an intent to influence or be influenced. The gratuity is a reward for an action that a public official has already taken, or for an action that the public official has committed to take in the future. The bribery statute, however, requires proof of a quid pro quo, that is, an intent on the part of the public official to perform acts on his payor's behalf. In other words, the public official's intent to perform acts for the payor - required for a bribery offense - is the exchange, or quid pro quo, missing from the illegal gratuity scenario.
The Fourth Circuit went on to further clarify what constitutes a quid pro quo payment. In quoting from its decision in United States v. Quinn, 359 F.3d 666, 673 (4th Cir. 2004)(quoting United States v. Jennings, 160 F.3d 1006, 1014 (4th Cir. 1998), it stated that "'"[the quid pro quo requirement is satisfied so long as the evidence shows a course of conduct of favors and gifts flowing to a public official in exchange for a pattern of official actions favorable to the donor."'" In addition, the Fourth Circuit stated:
"[In] order to establish the quid pro quo essential to proving bribery, the government need not show that the defendant intended for his payments to be tied to specific official acts (or omissions)." [United States v. Granim, 510 F.3d 134 (2d Cir. 2007). Rather, "bribery can be accomplished through an ongoing course of conduct." Id. at 149 (citing Jennings, 160 F.3d at 1014); see also United States v. White, 665 F.3d 560, 568 (3d Cir. 2012) (explaining that "[t]he bribery theory does not require that each quid, or item of value, be linked to a specific quo, or official act. Rather, a bribery may come in the form of a stream of benefits" . . . ).
Even in situations where the facts and circumstances suggest an absence of the quid pro quo element that is required for a violation of the anti-bribery provisions, the payments to foreign officials may still be a violation of local law. For issuers, a failure to accurately record the payments may also constitute a violation of the accounting and record-keeping provisions of the FCPA.
]]>The FSA found there to be a number of weaknesses in terms of internal controls which were common to a number of investment banks:
As is so often found in other settings, the FSA found there to be number of weaknesses that were generic in nature:
As a result of the FSA's review, it will consult on proposed amendments to the FSA's regulatory guidance, "Financial crime: a guide for firms." The proposed new guidance applies to all firms within the scope of the FSA's regulatory authority. It is not limited to investment banks. But even for firms not subject to the jurisdiction of the FSA, for attorneys, in-house counsel, accountants, consultants, corporate officials, and others providing advice on compliance issues, the insights provided are invaluable as to what to take into consideration in developing adequate internal controls and anti-bribery compliance programs.
]]>Biomet International Corporation (Biomet International) is a wholly-owned subsidiary of Biomet, Inc., an issuer based in Warsaw, Indiana. Biomet International used a Brazilian distributor to make the sales of medical devices to public doctors and hospitals in Brazil. It was the Brazilian distributor and not Biomet International that made the improper payments to Brazilian doctors and hospitals. Nonetheless, a basis for liability under the anti-bribery provisions existed since U.S.-based officials of Biomet, the corporate parent, were aware that the Brazilian distributor was making improper payment to induce the sale of its products. And, despite this knowledge, "no efforts were made to stop the bribery."
The SEC's complaint demonstrates how a distributor, as a third party, can implicate an entity, or even an individual, subject to the FCPA's anti-bribery provisions. While the actions of a subsidiary do not automatically implicate a corporate parent under the anti-bribery provisions, the knowledge on the part of Biomet, Inc., the corporate parent, exposed it to liability, especially after it failed to take action to stop the improper payments. In short, from the perspective of attorneys, in-house counsel, accountants, business officials, and others providing advice with respect to FCPA compliance issues, the SEC's complaint provides a classic example of how acquiescence on the part of an entity can expose it to liability under the FCPA's anti-bribery provisions.
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