Bio-Rad Laboratories, Inc. ("Bio-Rad") was a multinational medical diagnostics and life sciences manufacturing and sales company that was incorporated in Delaware and headquartered in Hercules, California. Bio-Rad maintained a class of publicly traded securities registered pursuant which traded on the New York Stock Exchange. Bio-Rad operated around the world through a number of subsidiaries and joint ventures.
Bio-Rad Laboratorii OOO ("Bio-Rad Russia") was a wholly owned subsidiary of Bio-Rad located in Moscow, Russia. Bio-Rad Russia primarily sold Bio-Rad clinical diagnostic products, such as HIV testing kits. Approximately 90% of its clientele were government customers, most notably the Russian Ministry of Health.
Bio-Rad SNC was an indirect wholly owned subsidiary of Bio-Rad headquartered in Marnes-la-Coquette, France. Bio-Rad SNC manufactured, sold, and distributed Bio-Rad products worldwide.
Bio-Rad Laboratories (Singapore) Pte. Limited (“Bio-Rad Singapore”) is BioRad’s wholly-owned subsidiary located in Singapore. Bio-Rad Singapore’s books, records, and financial accounts are consolidated into Bio-Rad’s books and records and reported by Bio-Rad in its financial statements.
Diamed South East Asia Ltd. (“Diamed Thailand”) was a 49%-owned subsidiary of Diamed AG (Switzerland) that was acquired by Bio-Rad in October 2007. Local majority owners ran Diamed Thailand’s operations until 2011, when Bio-Rad bought out their interest in the company. Diamed Thailand’s financial statements are consolidated into those of Bio-Rad.
From approximately 2005 to 2010, Bio-Rad Singapore and Diamed Thailand made unlawful payments in Vietnam and Thailand, respectively, to obtain or retain business. During the same period, Bio-Rad SNC and Bio-Rad Russia paid commissions to three off-shore intermediary companies in exchange for various services that the intermediary companies were not equipped to provide nor, in fact, provided. In paying these commissions, Bio-Rad's subsidiaries disregarded the high probability that at least some of the money would be used to make unlawful payments to government officials in Russia.
On November 3, 2014, the SEC ordered Bio-Rad to cease and desist violations of the anti-bribery, books & records and internal controls provisions of the FCPA. In anticipation of the Order, Bio-Rad consented to the proceedings without admitting or denying responsibiliy of the alleged conduct. As part of the agreement between Bio-Rad and the SEC, Bio-Rad agreed to disgorge $35.1 million plus prejudgment interest of $5.6 million and to provide annual reports for a period of two years to the SEC on the implementation of the companies enhanced anti-corruption policies and procedures. The SEC entered into the Agreement due, in large part, to Bio-Rad’s self-disclosure of the misconduct, full cooperation with the DOJ, and significant remedial actions.
In a related matter, on November 3, 2014, Bio-Rad entered into a two year Non-Prosecution Agreement with the DOJ. Under the terms of the Agreement, Bio-Rad accepted responsibilty for the conduct alleged in the Agreement's statement of facts, and the company agreed to pay a monetary penalty of $14.35 million and to continue to implement and enhance its anti-corruption compliance policies and procedures, which included two years of self-reporting to the DOJ.
