Enforcement Action

 

Docket or Case Number:    13-cr-00239

Court:    E.D. Virginia

Initiation Date:    05/29/2013  Information

Prosecuting Agency:    US Department of Justice

Name of Prosecuting Attorneys:   

  • Neil H. MacBride, United States Attorney
  • Charles F. Connolly, Assistant United States Attorney
  • Jeffrey H. Knox, Chief, Fraud Section, Criminal Division
  • Andrew Gentin, Trial Attorney, Fraud Section, Criminal Division

Assisting Agencies:    France's Government Agency

Type of Action:    DOJ Criminal Proceeding

Origin of the Proceeding:    Foreign investigation

Whistleblower:    Unknown

Case Status:    Resolved


Summary

Total, S.A. ("Total"), was a French corporation headquartered in Nanterre, France. At all relevant times, it was engaged in the business of exploring for and developing oil and gas resources around the world. Total owned a number of subsidiaries that conducted business in the United States. Total's American Depositary Shares were registered with the SEC and traded on the New York Stock Exchange.

From around May 1995 until about November 29, 2004, Total and its co-conspirators, including Intermediary One and Intermediary Two, participated in a scheme to pay approximately $60 million in unlawful payments to intermediaries designated by an Iranian official, who was the Chairman of an Iranian engineering company that was more than 90% owned by the Government of Iran as well as the head of an Iranian organization concerned with fuel consumption, which was a wholly owned subsidiary of National Iranian Oil Company ("Iranian Official"). The purpose of the payments was to induce the Iranian Official to use his influence to assist Total in obtaining and retaining over $1 billion of business related to the Sirri A and E and South Pars oil and gas field development projects.

On May 29, 2013, the DOJ filed a three count Information in the Eastern District of Virginia against Total alleging conspiracy to violate the anti-bribery provisions of the FCPA as well as knowing violations of books & records and internal controls provisions of the FCPA. On the same date, Total entered into a Deferred Prosecution Agreement with a term of three years and seven days with the DOJ. Under the terms of the DPA, Total accepted responsibility for the conduct alleged in the Information and agreed to pay a criminal fine of $245.2 million, to implement enhanced anti-corruption compliance policies and procedures, and to hire an independent monitor for a period of three years.

Country(ies) involved:    Iran

Sanction to Bribe Ratio:    $245,200,000 / $60,000,000 = 408.67 %

Sanction to Revenue Ratio:    $245,200,000 / $1,000,000,000 = 24.52 %

Sanction to Profit Ratio:    N/A

Number of Related Enforcement Actions (Including This Enforcement Action):    2

Country(ies) involved:    Iran

Total $ Bribery Payments:    $60,000,000

Total $ Revenue Generated from Bribery:    $1,000,000,000

Total $ Profit Earned or Expenses Avoided from Bribery:    $150,000,000

Total $ Monetary Sanctions:    $398,200,000

Sanction to Bribe Ratio:    $398,200,000 / $60,000,000 = (663.67 %)

Sanction to Revenue Ratio:    $398,200,000 / $1,000,000,000 = (39.82 %)

Sanction to Profit Ratio:    $398,200,000 / $150,000,000 = (265.47 %)

Name:    Total S.A.

Place of Incorporation:    France

HQ Country(ies):    France

Entity Type:    Public Company

FCPA Claims:    Anti-Bribery, Conspiracy (18 U.S.C. 371) ; Books & Records, Primary, Knowing Violation (15 U.S.C. § 78m (b)(5)) ; Books & Records, Primary, Issuer [Willful] (15 U.S.C. § 78m (b)(2)(A); 15 U.S.C. § 78ff(a)) ; Internal Controls, Primary, Knowing Violation (15 U.S.C. § 78m(b)(5)) ; Internal Controls, Primary, Issuer [Willful] (15 U.S.C. § 78m (b)(2)(B); 15 U.S.C. § 78ff(a))

Related Claims:    N/A

Statutory Basis for FCPA Jurisdiction:    Conspirator ; Person (Books & Records, Internal Controls) ; Issuer

Period of Bribery:   1995 - 2004

Total Bribery Payments:    $60,000,000

Total Revenue Generated from Bribery:    $1,000,000,000

Total Profit Earned or Expenses Avoided from Bribery:    N/A

Country(ies) involved:    Iran

Officials Potentially Influenced (Name; Title; Organization): 

  • Name N/A, Chairman; Head; Iranian engineering company; Iranian fuel consumption organization

Defendant-Related Entities Involved in the Misconduct:    Total International Ltd. - Subsidiary

Third-Party Intermediary:   

  • Intermediary One , Agent/Consultant/Broker
  • Intermediary Two , Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    Wire Transfer

Purpose of Bribe:    Obtain/retain business

TRANSACTION OVERVIEW
Payments to Intermediary One

Period of Bribery:   1995 – 2004

Total Bribery Payments:    $16,000,000

Total Revenue Generated from Bribery:    N/A

Total Profit Earned or Expenses Avoided from Bribery:    N/A

Country(ies) involved:    Iran

Officials Potentially Influenced (Name; Title; Organization):  

  • Name N/A, Chairman; Head; Iranian engineering company; Iranian fuel consumption organization;

Defendant-Related Entities Involved in the Misconduct:    Total International Ltd. - Subsidiary

Third Party Intermediary:    Intermediary One - Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    Wire Transfer

Purpose of Bribe:    Obtain/retain business

TRANSACTION OVERVIEW
Payments to Intermediary Two

Period of Bribery:   1995 – 2004

Total Bribery Payments:    $44,000,000

Total Revenue Generated from Bribery:    N/A

Total Profit Earned or Expenses Avoided from Bribery:    N/A

Country(ies) involved:    Iran

Officials Potentially Influenced (Name; Title; Organization):  

  • Name N/A, Chairman; Head; Iranian engineering company; Iranian fuel consumption organization;

Defendant-Related Entities Involved in the Misconduct:    N/A

Third Party Intermediary:    Intermediary Two - Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    N/A

Purpose of Bribe:    Obtain/retain business

Misconduct by Subsidiary?  Yes


Parent(s):   Total S.A.

Subsidiary:  Total International Ltd.

  • Percentage of Ownership:    100.00 %
  • Direct or Indirect Ownership:    Unknown
  • Parent Had Knowledge of Sub’s Bribery?:    Yes
  • Subsidiary Expressly Alleged to Be Parent's Agent:    No
  • Parent Liable for Sub Misconduct?:    Yes

M&A Negotiated or Completed During Misconduct, Investigation, or Resolution?     No

Re: Total S.A.

  • Inadequate internal controls or auditing

Mitigating Factors Referenced by the Government (Company Defendants):

Defendant Self-Report Cooperation Voluntary Remedial Measures Misconduct Limited to Low Level Individuals Other factors
Total S.A.        

Aggravating Factors Referenced by the Government (Company Defendants):

Defendant Insufficient Cooperation Insufficient Remedial Measures
Total S.A.    

Total Monetary Sanctions for the Action:    $245,200,000

Case Status:    Resolved


Disposition:    Deferred Prosecution Agreement

Date of Disposition:    05/29/2013

Total S.A.

—  Total Monetary Sanctions for Defendant:    $245,200,000

—  Organizational Probation:    None

—  Compliance Obligation:    Yes

—  Reporting Obligation:    Independent monitor

—  Admission of Guilt/Acceptance of Responsibility:    Yes

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