Brazil has passed a new Anti-Bribery Bill, which imposes civil and administrative liability on companies found to have engaged in corrupt practices while transacting business in Brazil or with Brazilian entities. The law will go into effect early in 2014. Companies should be aware of the Bill, and in particular, some of the following aspects of the Bill:
- The law applies to bribery of Brazilian officials and foreign public officials. As a result, it applies not only to Brazilian companies doing business with foreign entities, but also to non-Brazilian companies, with a subsidiary, branch, office, or representative in Brazil.
- Companies can be liable for the acts of their officers, directors, employees, or agents through respondent superior, and in certain circumstances, may be strictly liable for their agents’ actions.
- The law provides a credit against sanctions for companies that have instituted compliance programs. Cooperation and self-reporting are also rewarded through reductions in the sanctions available against companies. It is expected that the Brazilian government will produce more detailed guidelines on the key components of compliance programs, and the exact meaning of ‘cooperation’ in the near future.
- Fines available under the law can reach as high as twenty percent of the company’s gross revenue from the year prior. If that amount cannot be calculated, fines can reach up to R$60 million (approximately US$26 million). Sanctions may also include suspension of the company’s activities and even dissolution of the legal entity.
As interpretations of the Bill and further guidance are provided, some of the Bill’s provisions will become clearer. However, companies transacting business in Brazil or with Brazilian entities should be aware of the Bill, and the changes it imposes on Brazil’s anti-corruption laws.