On November 7, the Department of Justice (“DOJ”) issued its second opinion release of 2014, revisiting the question of successor liability in situations in which a merger- and-acquisition target was not previously subject to the FCPA. Opinion Release 14-02 (“the Opinion”) underscores the importance of conducting
meaningful pre-acquisition due diligence and provides some additional guidance as
If there are additional
to an appropriate schedule of post-acquisition integration. This topic was addressed previously in the November 2012 “Resource Guide to the U.S. Foreign Corrupt Practices Act,” prepared by the DOJ and the Securities and Exchange Commission
your organization who would like to receive
(“SEC”),2 as well as in the Halliburton Opinion Release3 and in
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FCPA Update, please email
DOJ Op. Rel. 14-02 (Nov. 7, 2014), http://www.justice.gov/criminal/fraud/fcpa/opinion/2014/14-02.pdf.
DOJ Op. Rel. 08-02 (June 13, 2008), http://www.justice.gov/criminal/fraud/fcpa/opinion/2008/0802.pdf.
Opinion Release 14-02: Revisiting Successor Liability Continued from page 1
the compliance undertakings included in the Data Systems and Solutions4 and Johnson
& Johnson5 enforcement actions.
At a very basic level, the Opinion reiterates the government’s general inclination to show leniency when the acquirer “does the right thing” in terms of pre-acquisition due diligence and post-acquisition integration. In that respect, it is a welcome development that illustrates regulators’ follow-through on some of the key statements in the 2012 FCPA Guidance limiting their approach to FCPA enforcement.
The Opinion is, however, notable for questions that are left open, in particular the question of how a company can be sure that prior bad acts fall outside the enforcement agencies’ broad theories of the FCPA’s jurisdiction. In this respect, the Opinion invites a comparison with the section in the 2012 FCPA Guidance that
addresses the specific kinds of U.S. contacts that the government considers sufficient to trigger jurisdiction.6 Language in the Opinion also could be read as reviving, or at
“[T]he Opinion reiterates the government’s general inclination to show leniency when the acquirer ‘does the right thing’ in terms of pre-acquisition due diligence and post-acquisition integration.”
least not disclaiming, the “tainted contracts” theory of retroactive jurisdiction, a theory that escaped mention in the 2012 FCPA Guidance. As a result, the Opinion fails to deal with some of the important and recurring issues in merger-and-acquisition scenarios, highlighting the need for clarification regarding whether — and how — “tainted contracts” as well as other potential connections to improper activity can subject companies to FCPA liability in the merger-and-acquisition context.
These aspects of the Opinion are not entirely of the government’s making and to an extent can be seen as the by-product of the opinion release process. The Opinion thus continues the trend of cautious Requestors seeking assurances regarding mostly benign facts and settled guidance.7 Indeed, as the Opinion notes, there is
an on-point hypothetical in the 2012 FCPA Guidance that “squarely addresses the situation at hand.”8
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United States v. Data Sys. & Solutions LLC, No. 1:12-cr-00262, Deferred Prosecution Agreement (E.D. Va. 2012), at C-5 - C-6.
United States v. Johnson & Johnson (DePuy), No. 11-cr-099, Deferred Prosecution Agreement (D.D.C. 2011), at D-35, ¶ 8.
See 2012 FCPA Guidance at 28-33.
The DOJ’s previous opinion release this year, DOJ Op. Rel. 14-01 (Mar. 17, 2014), http://www.justice.gov/criminal/fraud/fcpa/ opinion/2014/14-01.pdf, which concerned a company’s buyout of the business interest held by an individual slated to become a foreign official, is a possible exception.
Opinion at 3.
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In sum, while the Opinion provides some welcome news for in-house counsel and compliance personnel addressing compliance risks associated with merger-and- acquisition activity, difficult questions persist, including how much pre- and post- deal due diligence to conduct; how many compliance and remediation resources to
devote at the integration stage; and whether, critically, to self-report issues identified in due diligence, including potentially through the opinion release process.
Requestor, an issuer, was a multinational company headquartered in the United States. It intended to acquire 100% of a foreign company (“Target”), with which it had a pre-existing relationship. Target was headquartered in “Foreign Country”
and was owned by “Seller,” a prominent consumer products manufacturer listed on the exchange of Foreign Country. Seller had more than 5,000 employees in Foreign Country and annual gross sales in excess of $100 million. The Opinion does not provide detail on Target’s size. Target had been part of Seller’s consumer products business. Target and Seller largely concentrated their operations in Foreign Country and “have never been issuers . . . in the United States, and have had negligible business contacts, including no direct sale or distribution of their products, in the United States.”
In the course of its diligence, Requestor retained a forensic accounting firm, which identified “apparent improper payments, as well as substantial accounting weaknesses and poor recordkeeping.” The forensic accountants reviewed approximately 1,300 payments with a total value of approximately $12.9 million, identifying more than $100,000 worth of payments that raised compliance issues,9 including “payments to government officials related to obtaining permits and licenses[,] . . . gifts and cash donations to government officials, charitable contributions and sponsorships, and payments to members of the state-controlled media to minimize negative publicity.”
The accounting weaknesses were such that the forensic accountants could not locate underlying background records for many of the transactions. In addition, Target had no code of conduct or compliance policies and procedures and its employees did not show “adequate understanding or awareness” of anti-bribery laws and regulations.
With regard to the problematic payments, the Opinion states: “None of the payments, gifts, donations, contributions, or sponsorships occurred in the United States and none was made by or through a U.S. person or issuer.”
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The Opinion suggests, but does not make clear, that this review of 1,300 transactions was supplemental anti-bribery due diligence undertaken after the initial findings.
Opinion Release 14-02: Revisiting Successor Liability Continued from page 3
Requestor “set forth a plan that include[d] remedial pre-acquisition measures and detailed post-acquisition integration steps.” The plan included training, standardization of third-party relationships, and formalization of Target’s accounting and recordkeeping, as well as adoption and dissemination of relevant policies and procedures. Requestor anticipated full integration of Target into Requestor’s compliance and reporting structure within one year of closing.
The DOJ stated that it did “not presently intend to take any enforcement action with respect to the pre-acquisition bribery Seller or the Target Company may have committed.” This conclusion is unsurprising. As the DOJ noted, pointing to the 2012 FCPA Guidance, successor liability for payments not subject to the jurisdiction of the United States was dealt with there. In fact, the DOJ pointed out, Scenario 1 in the Guidance “squarely addresses” Requestor’s facts.10
Significantly, this application by the DOJ of the 2012 FCPA Guidance’s teaching was based on Requestor’s representations that “none of the potentially improper [conduct] was subject to the jurisdiction of the United States.”
Commencing with the phrase “for example,” the DOJ listed two representations supporting its conclusion concerning the applicability of the no-successor-liability rule: (i) “none of the payments occurred in the United States, and Requestor has not identified participation by any U.S. person or issuer in the payments”; and (ii) “based on . . . due diligence, no contracts or other assets were determined to have been acquired through bribery that would remain in operation and from which Requestor would derive financial benefit following the acquisition.”
The DOJ expressed “no view as to the adequacy or reasonableness of Requestor’s integration of the Target Company” or its “exact timeline or appropriateness,” but repeated its general guidance encouraging anti-bribery compliance steps in mergers and acquisitions.
Opinion Release 14-02: How Halliburton and its Progeny Have Fared
As was stressed in the 2012 FCPA Guidance,11 the Opinion highlights the importance of pre-acquisition due diligence. Such diligence allows investors properly to assess the value of a transaction and avoid the increasing potential for devastating local law consequences, as investors in India’s 2G mobile telephony market discovered in
2012.12 With regard to FCPA enforcement risk, such diligence permits the investor
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Opinion at 3.
See 2012 FCPA Guidance at 28.
See Shefali Anand, “India’s 2G Ruling Shocks Telecom Industry,” The Wall Street Journal (Feb. 2, 2012), http://blogs.wsj.com/ indiarealtime/2012/02/02/indias-2g-ruling-shocks-telecom-industry.
Opinion Release 14-02: Revisiting Successor Liability Continued from page 4
to develop an integration plan that greatly reduces the risk of post-acquisition FCPA liability. The Opinion in this respect justly rewards Requestor’s thorough pre-acquisition due diligence by providing some comfort with regard to a less clear potential consequence of an acquisition: successor liability.
Requestor’s apparent primary concern in seeking the Opinion was successor liability, which has been a significant focus of attention by compliance professionals since the DOJ issued Opinion Release 08-02, also known as the Halliburton Opinion Release, more than six years ago.13 Halliburton was taking part in an auction for a publicly traded UK company operating in a high-risk industry. English law limited Halliburton’s due diligence rights, and a confidentiality agreement prohibited it from disclosing whether it found any evidence of potential FCPA violations.
“Requestor’s apparent primary concern in seeking the Opinion was successor liability, which has been a significant focus of attention by compliance professionals since the DOJ issued Opinion Release 08-02, also known as the Halliburton Opinion Release, more than six years ago.”
In this setting, Halliburton sought an opinion from the DOJ that it would not be
subject to successor liability if, post-acquisition, it implemented a compliance program, training, and an FCPA-specific audit within a compressed timeline of immediately upon closing, 60 to 90 days and 90 to 180 days respectively. Halliburton also agreed to disclose any adverse findings to the DOJ. Unlike the Opinion, the Halliburton Opinion Release did not discuss whether the target was subject to FCPA jurisdiction.
The Halliburton timeline was relaxed somewhat in the “Enhanced Compliance Obligations” set forth in Attachment D to the Johnson & Johnson DPA.14 Under those obligations, Johnson & Johnson agreed to apply its anti-corruption policies to acquisitions “as quickly as is practicable, but in any event no less than one year post- closing” and to train employees and third parties (where relevant) and conduct an FCPA-specific audit within 18 months of acquisition.
The timeline for compliance integration was further relaxed in the Data Systems
& Solutions DPA. Under Attachment C to that DPA, Data Systems and Solutions LLC (“DSS”) agreed to apply its policies to an acquisition “as quickly as is practicable” and “promptly” conduct training and conduct an FCPA-specific audit “as quickly
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DOJ Op. Rel. 08-02.
See Johnson & Johnson at D-35, ¶ 8.
Data Sys. at C-6, ¶ 14.
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In the 2012 FCPA Guidance, the enforcement agencies went further, noting: “DOJ and SEC have only taken action against successor companies in limited circumstances, generally in cases involving egregious and sustained violations or where the successor company directly participated in the violations or failed to stop the misconduct from continuing after the acquisition.”16 The 2012 FCPA Guidance also encouraged the five-step diligence and integration process set forth in the Halliburton Opinion Release and subsequent enforcement actions, including
(1) risk-based due diligence, (2) quickly implementing compliance policies,
(3) training, (4) an FCPA-specific audit, and (5) self-disclosure.17
“The lack of a representation regarding an FCPA-specific compliance audit might reflect the fact that Requestor’s due diligence was sufficiently broad in scope that an additional audit was deemed unnecessary by Requestor and DOJ on these specific facts.”
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Requestor in the most recent Opinion proposed to follow roughly the same timeline as in Johnson & Johnson, i.e., to complete its integration compliance tasks within one year of closing. However, Requestor represented only that it “has
set forth an integration schedule of the Target Company that encompasses risk mitigation, dissemination and training with regard to compliance procedures and policies, standardization of business relationships with third parties, and
formalization of the Target Company’s accounting and recordkeeping in accordance with Requestor’s policies and applicable law.” Requestor did not represent that it would undertake an FCPA-specific audit of the acquired entity.
The lack of a representation regarding an FCPA-specific compliance audit might reflect the fact that Requestor’s due diligence was sufficiently broad in scope
that an additional audit was deemed unnecessary by Requestor and DOJ on these specific facts. However, the Opinion, which did not comment on the propriety of Requestor’s specific integration plans in other contexts, could also be read as potentially an abandonment of the strict checklist approach. The Opinion states:
The Department expresses no view as to the adequacy or reasonableness of Requestor’s integration of the Target Company. The circumstances of each corporate merger or acquisition are unique and require specifically tailored due diligence and integration processes. Hence, the exact timeline and appropriateness of particular aspects of Requestor’s integration of the Target Company are not necessarily suitable to other situations.
2012 FCPA Guidance at 28.
Id. at 29. The 2012 FCPA Guidance reaffirmed that the Halliburton Opinion Release’s approach remained viable in a situation in which an acquiring company could not conduct all necessary diligence before closing. See id. at 32.
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Despite this stated flexibility, the DOJ also noted that “the Department encourages” companies to follow the checklist set forth in the 2012 FCPA Guidance, including an FCPA-specific audit and self-reporting. The Opinion notes “[a]dherence to these elements by Requestor may, among several other factors, determine whether and how the Department would seek to impose post-acquisition successor liability in case of a putative violation.” While the Opinion might suggest some flexibility in the steps a company takes as part of integration, nowhere in the Opinion does the DOJ suggest that post-acquisition compliance integration delays that have led to past FCPA enforcement actions, such as the three-year training delay that led to an SEC enforcement action in the Watts Water matter,18 would at all be tolerated.
Some Observations on the Most Recent Opinion Release
Opinion Release 14-02 is premised on the representation that pre-acquisition payments by Seller were not subject to the jurisdiction of the United States. This is because “[s]uccessor liability does not . . . create liability where none existed before. For example, if an issuer were to acquire a foreign company that was not previously subject to the FCPA, the mere acquisition of that foreign company would not retroactively create FCPA liability for the acquiring issuer.”19
But, critically, the Opinion does not provide any significant detail about what representations Requestor made with regard to this question. In introducing the Seller and Target, the Opinion states that they “have never been issuers . . . in the United States, and have had negligible business contacts, including no direct sale or distribution of their products in the United States.” Elsewhere in the “Background,” the Opinion states: “None of the payments, gifts, donations, contributions, or sponsorships occurred in the United States and none was made by or through a U.S. person or issuer” (emphasis added). The analysis states: “[N]one of the payments occurred in the United States, and Requestor has not identified participation by any
U.S. person or issuer in the payments” (emphasis added).
Key questions include which of these factors is determinative and what is the meaning of the italicized terms. The lack of further detail leaves open significant questions as to what an acquirer should look for when evaluating the risk of successor liability in a foreign acquisition. Although the Opinion is helpful as far as it goes, what is missing is meaningful guidance as to when a company can be satisfied that it has done enough diligence to determine whether there is pre- existing FCPA liability.
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2012 FCPA Guidance at 28 (quoted in Opinion at 3).
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In recent years, the United States has asserted that, for example, sending a package to the United States constituted conduct occurring in the United States,20 or that an email that passes through a U.S. server constitutes use of a means or instrumentality of interstate commerce,21 or that any U.S. dollar transaction involved conduct in or through the United States as a result of correspondent banking.22
In the course of pre-acquisition due diligence, when can an acquirer reasonably conclude that the target is not subject to FCPA jurisdiction? Is the fact that the target has had “negligible business contacts” good enough?23 Is a finding that all discovered payments were in local currency (or U.S. dollars in cash obtained from a local bank) without the involvement of a U.S. citizen and also outside the jurisdiction of the United States sufficient? Or does the acquirer need to conduct
“In the course of pre-acquisition due diligence, when can an acquirer reasonably conclude that the target is not subject to FCPA jurisdiction? Is the fact that the target has had ‘negligible business contacts’ good enough?”
an email review and inquire as to the target’s cloud computing provider? By failing to include additional information about Requestor’s diligence, the Opinion does not answer these questions. The DOJ might be signaling that it will give the benefit of the doubt to companies that “do the right thing,” but the underlying metric DOJ employed to assess the scope of the company’s good faith efforts to comply is far from clear.
More concerning is the possible resurrection of the “tainted contracts” theory of FCPA jurisdiction. The Opinion notes in this regard that “Requestor also represents that, based on its due diligence, no contracts or other assets were determined to have been acquired through bribery that would remain in operation and from which Requestor would derive financial benefit following the acquisition.”
The representation is likely the result of an overly cautious requestor. It should, however, have been irrelevant. While providing no legal analysis to support the relevance of this representation, the DOJ’s failure to state that this representation
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See United States v. Patel, No. 1:09-cr-00338 (D.D.C. May 23, 2011).
See SEC v. Magyar Telekom, PLC, No. 11-cv-9646, Complaint at ¶ 23 (S.D.N.Y. Dec. 20, 2011) (“Certain electronic communications made in furtherance of the improper payments . . . were transmitted by Magyar Telekom employees and others through U.S. interstate commerce or stored on computer servers located in the United States.”)
See Sean Hecker & Margot LaPorte, “Should FCPA ‘Territorial’ Jurisdiction Reach Extraterritorial Proportions?,” International Law News, Vol.
42, No. 1 (Winter 2013).
Even if the Opinion gave comfort as to this level of diligence, such a finding would not obviate diligence for local law and business purposes.
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was unnecessary or irrelevant might be an oversight or might be related to the DOJ’s arguments in conspiracy cases that receipt of a continuing benefit can be counted
as an “overt act” in a conspiracy, extending the statute of limitations period. This “continuing benefits” theory was rejected by the United States Court of Appeals for the Second Circuit last year in United States v. Grimm,24 which held that mere passive receipt of the fruits of misconduct could not act as a predicate supporting
conspiracy liability, the statute of limitations for which is governed by the last act in furtherance of the crime.25
Without doing so expressly, the inclusion of this representation in the text of the Opinion thus suggests that a bribe paid in the past (and not subject to the FCPA) retroactively becomes subject to the FCPA once an acquirer subject to the statute derives some financial benefit therefrom. This theory was not mentioned in the 2012 FCPA Guidance and has no basis in the statute, which prohibits “an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to . . . any foreign official,”26 not the mere derivation of benefit from such a payment. Indeed, the apparent use — or at least the lack of a disclaimer concerning the doubtful status
—ofthecontinuingenefits”dctrineintheOpiniongesondthesttuteof limittionsissuesinGrimm,wheethe“taintedcontacts”dctrineasejectedy thecourtofapels.
Indeed, the use of the “tainted contracts” theory in the context of successor liability is not a question about the continued life of an illegal act for statute-of- limitations purposes. Rather, it is an attempt, maybe years later, to take an act that was not illegal at the time it was done and make it illegal retroactively.27 While it is certainly not beyond Congress’s power to render it improper for natural persons
and entities over which the United States has jurisdiction to hold certain assets, the FCPA is not a “hot goods” sanctions regime, and neither Congress, nor the President in exercising authority under the International Emergency Economic Powers Act or other law, has exercised power over foreign contracts tainted by corruption in this manner.28 The theory suggested by the representation is also very different from the
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24. 738 F.3d 498 (2d Cir. 2013).
25. See Sean Hecker, Andrew M. Levine & Steven S. Michaels, “Conspiracy and the ‘Indefinite Payments’ Doctrine,” New York Law Journal (Feb.
26. 15 U.S.C. § 78dd-1(a).
To be sure, all liability does not disappear upon acquisition. An acquirer (at least in a stock purchase) may, depending on local law, acquire all of the local law consequences of an illegal contract, including potential criminal and regulatory risk and the civil law risk that the resulting contract will be unenforceable. An acquirer should not, however, acquire any more liability than the seller possessed.
See also U.S. Const. art. I, § 9, cl. 3; Whitman v. United States, 574 U. S. ___, ___ (2014) (slip op., at 3)( “[I]f a law has both criminal and civil applications, the rule of lenity governs its interpretation in both settings.” (separate statement of Scalia, J., joined by Thomas, J., respecting denial of certiorari)).
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situation in Opinion Release 01-01, in which a company entering into a joint venture received an opinion contingent on the absence of “any knowing act in the future . . . in furtherance of a prior act of bribery” (for example ongoing commission payments to an agent).29
Perhaps the greatest difficulty with the “tainted contracts” theory is practical. Although there may be some extreme cases where, as a matter of equity, an acquirer should acquire liability for bribes paid on pre-existing contracts,30 in most cases the “tainted contracts” theory, like other broad theories of jurisdiction, simply sows confusion and uncertainty. This is due to the difficulty of connecting particular payments to particular contracts. What if the acquired contract is a long-term lease, acquired twenty years ago? In light of the Grimm ruling, and the fact that bribery offenses are traditionally treated as “completed crimes” rather than “continuing
violations” such as conspiracy, the Opinion’s failure to evaluate the significance of the representation is a missed opportunity to clarify the law governing FCPA liability.
“Although there may be some extreme cases where, as a matter of equity, an acquirer should acquire liability for bribes paid on pre-existing contracts, in most cases the ‘tainted contracts’ theory, like other broad theories of jurisdiction, simply sows confusion and uncertainty.”
Indeed, the facts set forth in the Opinion are such that they might not necessarily have given rise to FCPA violations, even had Target been subject to the FCPA. The Opinion does not identify the country involved, although the reference to “payments to members of the state-controlled media to minimize negative publicity” offers a significant hint. The assumption here, of course, is that payments to “members of the media” were payments to “foreign officials,” a legal question the answer to which is by no means certain.
Moreover, it is not at all uncommon to find local companies exhibiting “glaring compliance, accounting, and recordkeeping deficiencies” in the large swaths of the world not operating under GAAP and the Sarbanes-Oxley Act or similar laws.31
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DOJ Op. Rel. 01-01 (May 24, 2001), http://www.justice.gov/criminal/fraud/fcpa/opinion/2001/0101.pdf.
This might occur, for example, if a foreign company not subject to the FCPA that does not have the resources to service contracts acquires long-term contracts through bribery and shortly thereafter sells itself, or these assets, to a conniving issuer or domestic concern. In such a case, a better theory for liability would be that the foreign company was acting as a de facto agent of the issuer or domestic concern, since the foreign company’s intent was to sell the contracts as soon as possible and the FCPA-covered entity was involved in the improper acts.
See Alison O’Connell, “Avoiding Surprises: Anti-Corruption Due Diligence in M&A Deals,” Global Investigations Review (Nov. 17, .2014), http://globalinvestigationsreview.com/article/2009/avoiding-surprises-anti-corruption-due-diligence-m-a-deals (quoting a general counsel who stated that in Brazil “private and locally owned [companies] . . . often . . . may not have a compliance framework with the strongest policies or . . . may not have one at all”).
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While U.S. enforcement agencies invariably see any payment to a “foreign government official or state-owned enterprise employee” as at least a potential bribe, people in other countries often have differing views about what falls into the gray area between what is permissible and what is not. This is especially true for so-called “small bribes” — the kind of payments described in the Opinion.
For example, the Opinion refers to “payments to government officials related to obtaining permits and licenses.” Were these bribes or “facilitating payments?”32 “Gifts and cash donations to government officials”33 could be “a token of esteem or gratitude”34 — and not corrupt payments — depending on the size and other surrounding circumstances. “Charitable contributions and sponsorships” are often legitimate.35 Finally, while U.S. enforcement agencies tend to confine extortion or duress to “threats of violence or harm or . . . imminent threats to health or safety,”36 someone living in a country where such demands are common could believe “payments to members of the state-controlled media to minimize negative publicity”37 is a response to extortion and not actionable bribery in any case.
Especially in the context of an acquisition of a non-covered company, ignorance of enforcement agencies’ strict view of the boundaries of bribery and the meaning of “foreign official” should be a matter for training and post-acquisition integration, rather than unnecessary fretting over potential successor liability.38
More generally, the Opinion, while providing some reassurance on certain aspects of inherited liability, reinforces the limited utility of the opinion release process. Requestor conducted testing on approximately $12.9 million in payments and found concerns with $100,000 of these, or 0.78%. The “vast majority of these transactions” are described in a manner suggesting that they were small. It does not appear from the Opinion that the forensic accountants found any kickbacks, suspicious agents, or suitcases of cash. Assuming Target was acting in a high-risk jurisdiction, it is surprising that more problematic payments were not discovered. Indeed, in some jurisdictions and circumstances, not finding any such payments might constitute a red flag rather than an “all clear,” as the absence of any evidence of any irregularity could be indicative of fraud by the target.
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Although facilitating payments are not legally permitted in many high-risk jurisdictions, they are common and extremely rarely subject to prosecution.
Opinion at 2.
2012 FCPA Guidance at 15.
Opinion at 2.
2012 FCPA Guidance at 27.
Opinion at 2.
As noted below, a more interesting discussion would have involved examples of payments about which there could be no reasonable disagreement about the boundaries of bribery (e.g., a suitcase full of cash).
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In sum, whether the limited validation Requestor received in Opinion Release 14- 02 will have been worth the effort — and the six-month delay from the date of the request to issuance — is a matter only time will tell. For most companies embarking on fast-paced merger-and-acquisition transactions, such a period of delay is not a realistic timeframe in which a deal can simply be placed on hold while the opinion release process runs its course. This fact, together with the other aspects not fully explored in the Opinion, makes it likely the Opinion will stand as only a moderately helpful statement by the DOJ that the U.S. government will not impose legal liability where, as a matter of law, none exists.
Sean Hecker Andrew M. Levine Bruce E. Yannett Philip Rohlik Steven S. Michaels
Sean Hecker, Andrew M. Levine, and Bruce E. Yannett are partners, and Steven S. Michaels is a counsel, in the firm’s New York office. Philip Rohlik is an international counsel in the firm’s Hong Kong office. They are members of the Litigation Department and White Collar Litigation Practice Group. They may be reached at shecker@debevoise. com, email@example.com, firstname.lastname@example.org, email@example.com