The Foreign Corrupt Practices Act Clearinghouse (Clearinghouse) operates as a database, a repository of original source documents, and a supplier of analytics, providing users with detailed information relating to enforcement of the Foreign Corrupt Practices Act (FCPA).
The U.S. Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) have charged hundreds of companies and individuals with FCPA violations and imposed billions of dollars in monetary sanctions since the statute's enactment in 1977. U.S. authorities have intensified their efforts to abate corruption by increasing personnel, collaborating more closely with foreign governments and agencies, and offering mitigation credit to companies that self-disclose FCPA violations and cooperate with the government's investigation.
The goal of the Clearinghouse is to provide investors, policymakers, scholars, judges, lawyers, the media, and the public at large with a comprehensive website for all things FCPA-related. Users can review relevant laws, read articles about FCPA compliance and enforcement, and view, search, and sort data about FCPA investigations and enforcement actions according to their individual needs and interests.
The Clearinghouse is composed of a number of unique but interconnected datasets: FCPA Matters, Enforcement Actions, Investigations, and Entities. Information can be organized and presented in a number of different ways across each of these datasets.
An FCPA Matter is a group of one or more related Investigations and/or Enforcement Actions that share a common time period and bribery scheme. By way of example, SEC and DOJ investigations of Company A, a DOJ enforcement action against Company B (a foreign subsidiary of Company A), and a DOJ enforcement action against Individual C (an employee of Company A) may be consolidated into a single FCPA Matter if all Investigations and Enforcement Actions are predicated on a common bribery scheme conducted over the same general time period. Investigations and Enforcement Actions against unaffiliated entities may also be consolidated into a single FCPA Matter if all entities participated in a coordinated bribery scheme. An FCPA Matter may consist of a single Investigation or Enforcement Action if there are no other Investigations or Enforcement Actions that satisfy the above-referenced criteria.
FCPA Matters are identified in the database according to a name that includes one or more of the following data points: the name of the common entity, the country where bribes were paid, and the time period of the challenged activity. Organizing data by FPCA Matters allows users to understand the full scope of a common bribery scheme, and to assess the consequences of that scheme to a particular entity or set of entities.
An Enforcement Action is a proceeding that is brought by the SEC, the DOJ or both against individuals or entities based on violations of the FCPA or FCPA-related misconduct. If a proceeding raises FCPA-related claims, but does not allege a violation of the FCPA itself, the proceeding will generally be included in the database only if the SEC or DOJ lists the proceeding as an FCPA-related enforcement action on its website, or if the proceeding is directly related to an FCPA Enforcement Action. Proceedings that are FCPA-related but that do not allege violations of the FCPA may be excluded from some statistics and analytics.
An Enforcement Action is not necessarily predicated on the filing of an official charging document. An Enforcement Action might be instituted in district court, an administrative court, or resolved entirely out of court through, for example, a Non-Prosecution Agreement. A proceeding against multiple defendants under the same court docket or administrative file number is treated as a single Enforcement Action in the database. Conversely, proceedings that are filed under different court docket or administrative file numbers, or that are prosecuted by different government agencies working independently, are treated as separate Enforcement Actions in the database. By way of example, if both the SEC and DOJ file charges against the same entity in two separate complaints under two separate court docket numbers, two separate Enforcement Actions are recorded in the database.
There are many ways to define an FCPA proceeding and to count the number of proceedings that are filed each year. Counting by Enforcement Action is one option among many. The Clearinghouse does not advocate one counting methodology over another, but instead tries to present the data in a number of different ways so that users can make their own informed judgments.
The Enforcement Actions dataset includes detailed information about each Enforcement Action, including the name of the defendants, the nature and scope of the bribery, the claims at issue, the resolution, and any monetary or non-monetary sanctions imposed.
An Investigation is an inquiry conducted by a company, the SEC, the DOJ, and/or unspecified “US Authorities” into potential FCPA violations by a company or its affiliates, subsidiaries or joint ventures. A single Investigation could thus consist of three connected investigations – one by the company and two by the U.S. government. Investigations that are conducted exclusively by foreign agencies are excluded from the database, even if the conduct might be considered FCPA-related.
In some instances, two or more companies may be investigated for the same bribery scheme. This could happen if two companies disclose information about an investigation in succession, for example a predecessor and successor company that are both subjects of the investigation, or if two companies disclose information about an investigation concurrently, for example where one company splits into two during the course of an investigation. In both situations, the two company investigations are treated as a single Investigation record in the database, although SEC and DOJ investigations may be counted separately for purposes of some analytics.
Only investigations that are publicly disclosed by a company or confirmed by company representatives or the investigating agency are included in the database. Press reports that are speculative or based on anonymous sources are not sufficient to confirm the existence of an investigation.
Information about investigations is generally disclosed in a company's annual, quarterly, and interim reports filed with the SEC. Information about investigations may also be gleaned from company or government press releases or, in certain instances, from news reports. Because private companies are not generally obligated to file reports with the SEC, investigations into private companies may not be publicly disclosed or captured in this database.
The Investigations dataset includes detailed information about the companies subject to an investigation, the nature and scope of the investigation, the parties and agencies conducting the investigation, and the investigation's resolution.
An Entity is a company-defendant or other company related to an Enforcement Action or Investigation. Entities related to an Enforcement Action may include the companies charged with FCPA violations, the companies that settle with the government (even if no charges are filed), the companies that are sanctioned for FCPA violations, parent and successor companies of FCPA violators, the offending predecessors, and the employers of individuals who are charged with FCPA violations. Entities related to an Investigation include the companies subject to the investigation as well as the companies that publicly disclose information about the investigation in their SEC filings and press releases.
Although information about all relevant companies is captured and stored in the Clearinghouse database, the Entities dataset organizes and presents data by entity group. As a matter of general practice, we do not independently research a company's organizational structure. Instead, we rely on the structure that exists at the time of the misconduct and ensuing investigation as indicated by the relevant investigation, charging, and settlement documents. By way of example, if the DOJ charges Company A with FCPA violations based on the misconduct of Subsidiary A-1, and the charging documents indicate that Company B purchased Subsidiary A-1 and changed its name to Subsidiary B-1 during the scope of the FCPA-related investigation, then the Entities dataset would organize and present data for two entity groups – Company A (including Subsidiary A-1) and Company B (including Subsidiary B-1).
The Entities dataset provides detailed information about entity groups and identifies the Investigations, Enforcement Actions, and FCPA Matters to which each entity group is related, as well as the total sanctions imposed on the entity group.
We track all FCPA-related enforcement actions initiated by the SEC or DOJ since the statute's enactment in 1977. We also track all publicly disclosed and confirmed investigations into FCPA-related misconduct that are conducted internally by the company and/or externally by the SEC, DOJ or unspecified "US Authorities."
Our researchers gather and analyze complaints, criminal informations, indictments, settlement agreements, plea agreements and other litigation-related documents that are published on the SEC and DOJ websites, as well as on the Public Access to Court Electronic Records (PACER) service. We also extract information from company reports filed with the SEC, press releases, news articles, academic articles, and other publicly available sources. We are constantly fine-tuning our data gathering methodologies to ensure that we are capturing and publishing the best available data.
Because we rely entirely on publicly available sources, the breadth and accuracy of our data is necessarily limited to information that is disclosed in those sources. Information that is filed under seal or that is otherwise unavailable on PACER, the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), or other public servers will not be captured in the database. Information in company filings and press releases may be incomplete, one-sided, and self-serving. Moreover, we often rely on information disclosed in negotiated settlement documents and plea agreements that may not present a complete picture of the facts and circumstances surrounding the misconduct or investigation, including the defendant's cooperation (or lack thereof), or the voluntary remedial measures undertaken by the defendant.
Data about FCPA investigations is also limited by the dearth of electronic filings in the early years of FCPA enforcement. In 1996, all U.S. public companies were required to file documents electronically on EDGAR, subject to a few exceptions. Foreign companies were not required to file electronically on EDGAR until November 2002.
If you have publicly available information about an ongoing investigation that is not currently included in the Clearinghouse database, please contact email@example.com.
The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq., consists of two parts: the anti-bribery provisions and the accounting provisions.
The anti-bribery provisions prohibit the corrupt offer, payment, or promise of payment of money or anything of value to a foreign official in order to obtain or retain business. Since 1977, the anti-bribery provisions of the FCPA have applied to all U.S. persons and certain foreign issuers of securities. With the enactment of certain amendments in 1998, the anti-bribery provisions of the FCPA now also apply to foreign firms and persons who, while in the territory of the United States, do an act in furtherance of a corrupt payment.
The FCPA's accounting provisions, which were designed to operate in tandem with the anti-bribery provisions, require issuers to (a) make and keep books and records that accurately and fairly reflect the transactions of the corporation and (b) devise and maintain an adequate system of internal accounting controls.
The FCPA includes an anti-bribery component, a books and records component, and an internal controls component. The anti-bribery provisions of the FCPA prohibit the corrupt offer, payment, or promise of payment of money or anything of value to a foreign official in order to obtain or retain business. Since 1977, the anti-bribery provisions of the FCPA have applied to all U.S. persons and certain foreign issuers of securities. With the enactment of certain amendments in 1998, the anti-bribery provisions of the FCPA now also apply to foreign firms and persons who cause an act in furtherance of a corrupt payment to take place within the territory of the United States.
The data cannot be automatically downloaded or exported into a spreadsheet or other document. However, you should feel free to use the data that you can obtain from this website for academic research purposes. You are not allowed to distribute the data available on this website or to commercialize or publish the data on your own website or any other media outlet.
Data in the Clearinghouse may be updated on a daily, weekly, or monthly basis, depending on the level of activity.
In the future, we may expand the Clearinghouse to include information about FCPA-related class and derivative actions.
Yes, most documents that are posted on the site can be downloaded and printed for free. However, we do not have the resources to mail or fax paper copies of documents to users.
No. While we will answer general questions related to the nature, scope, and operation of the Clearinghouse, we are not able to provide legal advice.
Please review the Resources section of this website, which provides detailed information about FCPA and anti-corruption-related resources, laws, academic articles, and relevant conferences and seminars. Analysis and reports related to FCPA enforcement are also available on the Sullivan & Cromwell publications page.
This project is made possible only through the vision and generosity of Sullivan & Cromwell LLP and the Arthur and Toni Rembe Rock Center for Corporate Governance.
Sullivan & Cromwell LLP has more than 800 lawyers on four continents, with four offices in the United States, including its headquarters in New York, four offices in Europe, two in Australia and three in Asia.
Sullivan & Cromwell LLP provides valuable financial and analytic support for this website.
The The Arthur and Toni Rembe Rock Center for Corporate Governance (the Stanford Rock Center) was created to advance the understanding and practice of corporate governance in a cross-disciplinary environment where leading academics, business leaders, policy makers, practitioners and regulators can meet and work together.
Stanford Rock Center provides financial, analytic and management support for this website.
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