Swiss-based Tyco International has agreed to pay more than $26 million to settle DOJ and SEC charges that it and its foreign subsidiaries used “fake” commissions and third-party agents to funnel improper payments to government officials in a dozen countries in order to win business worth more than $10 million. Notably, the SEC alleged that Tyco’s wholly-owned Turkish subsidiary acted as the parent company’s “agent,” in part because four Tyco officers also served as officers of the subsidiary. SEC found no evidence that any of these individuals was actually aware of the potentially improper payments, but nevertheless alleged that, based on the officers’ dual roles, Tyco “controlled” the subsidiary and was therefore vicariously liable. Both DOJ and SEC asserted in public statements that Tyco was given credit for voluntarily disclosing the alleged violations and for the company’s extensive remedial action. Nevertheless, Tyco will pay over $13.7 million in criminal penalties. In addition, while the SEC imposed no civil fines, Tyco will pay over $13 million to the SEC in disgorgement of contract profits and pre-judgment interest. In the criminal matter, a Tyco subsidiary – Tyco Valves and Controls Middle East – pleaded guilty to conspiracy to violate the FCPA, while the parent company was given a non-prosecution agreement. See SEC Litigation Release No. 22491, SEC Charges Tyco for Illicit Payments to Foreign Officials (Sept. 24, 2012), SEC v. Tyco Int’l Ltd., No. 1:12-CV-01583 (D.D.C. filed Sept. 24, 2012); Press Release, Dep’t of Justice, Subsidiary of Tyco International Ltd. Pleads Guilty, Is Sentenced for Conspiracy to Violate Foreign Corrupt Practices Act (Sept. 24, 2012).