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Enforcement Action Dataset

 

Initiation Date:    04/23/2018  Information

Prosecuting Agency:    US Securities and Exchange Commission

Name of Prosecuting Attorneys:   

  • Paul W. Sharratt, SEC Headquarters
  • Michael Catoe, SEC Headquarters
  • Sonali Singh, SEC Headquarters

Assisting Agencies:    U.S. Department of Justice , Federal Bureau of Investigation

Type of Action:    SEC Administrative Proceeding

Origin of the Proceeding:    Voluntary disclosure

Whistleblower:    Unknown

Case Status:    Resolved


Summary  Information

The Dun & Bradstreet Corporation ("D&B"), a Delaware corporation headquartered in New Jersey, was a globel provider of business information. D&B managed its global operations through various international segments, which included regional management in Europe, Canada, Asia Pacific, and Latin America. D&B’s Asia Pacific interests included subsidiaries, joint ventures and strategic partnerships in China, Taiwan, and Hong Kong, which were collectively managed through offices located in Shanghai. D&B securities were registered with the SEC and traded on the New York Stock Exchange.

Shanghai Huaxia Dun & Bradstreet Business Information Consulting Co., Limited (“HDBC”) was a Chinese joint venture formed in November 2006 between D&B’s Chinese subsidiary, Dun & Bradstreet International Consultant (Shanghai) Co. Ltd. (“D&B China”), and Chinese company Huaxia International Credit Consulting Co. Limited (“Huaxia”). D&B China was the fifty-one percent majority shareholder of HDBC and its books, records, and financial accounts are consolidated into D&B’s books and records.

Shanghai Roadway D&B Marketing Services Co., Ltd. (“Roadway”) was a Chinese company aquired by D&B in June 2009. The acquisition consisted of ninety percent of Roadway’s shares and was made through a wholly owned subsidiary of D&B. Roadway’s books, records, and financial accounts were consolidated into those of D&B. In March 2012, D&B voluntarily suspended, and then in May 2012, voluntarily shut down the operations of Roadway in part as a result of its discovery of the illegal conduct described in this enforcement action.

According to the allegations in the cease and desist order, from approximately 2006 through 2012, D&B’s HDBC and Roadway subsidiaries made unlawful payments in order to obtain or retain business in China. Specifically, during that time period, HDBC made unlawful payments to provincial offices of the Chinese State Administration of Industry and Commerce in order to obtain access to financial statement data of potential customers in China. Additionally, before and following its acquisition by D&B in July 2009, Roadway made a series of improper payments to customer “decision-makers” to obtain or retain business. Of the 1,036 customers whose “decision makers” received payments in this period, at least 156 were Chinese government agencies or state owned enterprises. Many of the payments made by HDBC and Roadway were made through third party agents in China under the mistaken belief that using third parties would shield the company from any legal liability. None of these payments were properly recorded in D&B's books and records.

In a settled administrative proceeding on April 23, 2018, the SEC ordered D&B to cease and desist violations of the books and records and internal controls provisions of the FCPA. The SEC further ordered D&B to pay disgorgement of $6,077,820 plus prejudgment interest of $1,143,664 and a civil penalty of $2 million. In agreeing to the settlement, the SEC noted D&B's self-disclosure of the misconduct and the company's thorough cooperation and remediation.

Country(ies) involved:    China

Region(s) involved:    Asia-Pacific

Sanction to Bribe Ratio:    Not Applicable

Sanction to Revenue Ratio:    Not Applicable

Sanction to Profit Ratio:    Not Applicable

FCPA Matter Name:   Dun & Bradstreet's Involvement in China between 2006 and 2012 Information

Number of Related Enforcement Actions (Including This Enforcement Action):    1

Country(ies) involved:    China

Region(s) involved:    Asia-Pacific

Total $ Bribery Payments:    Unknown

Total $ Revenue Generated from Bribery:    Unknown

Total $ Profit Earned or Expenses Avoided from Bribery:    Unknown

Total $ Monetary Sanctions (U.S. Sanctions Only):    $9,221,484

Sanction to Bribe Ratio:    Not Applicable

Sanction to Revenue Ratio:    Not Applicable

Sanction to Profit Ratio:    Not Applicable

Name:    The Dun & Bradstreet Corporation

Entity Type:    Public Company

Place of Incorporation:    United States

HQ Country(ies):    United States

Industry:    Technology

FCPA Claims:    Books & Records, Primary, Issuer (15 U.S.C. § 78m (b)(2)(A)) ; Internal Controls, Primary, Issuer (15 U.S.C. § 78m(b)(2)(B))

Related Claims:    None

Statutory Basis for FCPA Jurisdiction:    Issuer

Name:    Dun & Bradstreet International Consultant (Shanghai) Co. Ltd.

Entity Type:    Subsidiary

Place of Incorporation:    China

HQ Country:    China

Industry:    Technology


Name:    Shanghai Huaxia Dun & Bradstreet Business Information Consulting Co., Limited

Entity Type:    Joint Venture

Place of Incorporation:    China

HQ Country:    China

Industry:    Technology


Name:    Shanghai Roadway D&B Marketing Services Co., Ltd.

Entity Type:    Subsidiary

Place of Incorporation:    China

HQ Country:    China

Industry:    Technology

Period of Bribery:   2006 - 2012

Total Bribery Payments:    Unknown

Total Revenue Generated from Bribery:    Unknown

Total Profit Earned or Expenses Avoided from Bribery:    Unknown

Country(ies) involved:    China

Region(s) involved:    Asia-Pacific

Officials Potentially Influenced (Name; Title; Organization): 

  • Name Unknown, Officials; chinese State Administration of Industry and Commerce
  • Name Unknown, Decision Makers; Chinese State Owned Enterprises

Affiliates, Subsidiaries and Joint Ventures Involved in the Misconduct:    None/Unknown

Third-Party Intermediary:   

  • Unnamed Chinese third party agents , Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    Not Available

Purpose of Bribe:    Obtain/retain business

TRANSACTION OVERVIEW
Payments to Chinese State Administration of Industry and Commerce by HDBC

Period of Bribery:   2006 – 2012

Total Bribery Payments:    Unknown

Total Revenue Generated from Bribery:    Unknown

Total Profit Earned or Expenses Avoided from Bribery:    Unknown

Country(ies) involved:    China

Region(s) involved:    Asia-Pacific

Officials Potentially Influenced (Name; Title; Organization):  

  • Name Unknown, Officials; chinese State Administration of Industry and Commerce;

Affiliates, Subsidiaries and Joint Ventures Involved in the Misconduct:    None/Unknown

Third Party Intermediary:    Unnamed Chinese third party agents - Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    Not Available

Purpose of Bribe:    Obtain/retain business

TRANSACTION OVERVIEW
Payments to Chinese State Owned Enterprises by Roadway

Period of Bribery:   2009 – 2012

Total Bribery Payments:    Unknown

Total Revenue Generated from Bribery:    Unknown

Total Profit Earned or Expenses Avoided from Bribery:    Unknown

Country(ies) involved:    China

Region(s) involved:    Asia-Pacific

Officials Potentially Influenced (Name; Title; Organization):  

  • Name Unknown, Decision Makers; Chinese State Owned Enterprises;

Affiliates, Subsidiaries and Joint Ventures Involved in the Misconduct:    None/Unknown

Third Party Intermediary:    Unnamed Chinese third party agents - Agent/Consultant/Broker

Type of Bribe:   Money

Cash, Wire or Check:    Not Available

Purpose of Bribe:    Obtain/retain business

Misconduct by Subsidiary?  Yes

Parent:    The Dun & Bradstreet Corporation

  • Subsidiary:  Dun & Bradstreet International Consultant (Shanghai) Co. Ltd.

    • Percentage of Ownership:    Unknown
    • Direct or Indirect Ownership:    Unknown
    • Parent Had Knowledge of Sub’s Bribery?:    No
    • Subsidiary Expressly Alleged to Be Parent's Agent:    No
    • Parent Liable for Sub Misconduct?:    No
  • Subsidiary:  Shanghai Roadway D&B Marketing Services Co., Ltd.

    • Percentage of Ownership:    90.00 %
    • Direct or Indirect Ownership:    Indirect
    • Parent Had Knowledge of Sub’s Bribery?:    No
    • Subsidiary Expressly Alleged to Be Parent's Agent:    No
    • Parent Liable for Sub Misconduct?:    Yes

Parent:    Dun & Bradstreet International Consultant (Shanghai) Co. Ltd.

  • Subsidiary:  Shanghai Huaxia Dun & Bradstreet Business Information Consulting Co., Limited

    • Percentage of Ownership:    51.00 %
    • Direct or Indirect Ownership:    Direct
    • Parent Had Knowledge of Sub’s Bribery?:    No
    • 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: The Dun & Bradstreet Corporation

  • 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
The Dun & Bradstreet Corporation    

Aggravating Factors Referenced by the Government (Company Defendants):

Defendant Insufficient Cooperation Insufficient Remedial Measures
The Dun & Bradstreet Corporation    

Total Monetary Sanctions for the Action:    $9,221,484

Case Status:    Resolved


Disposition:    Cease and Desist Order

Date of Disposition:    04/23/2018

The Dun & Bradstreet Corporation

—  Total Monetary Sanctions for Defendant:    $9,221,484

—  Compliance Obligation:    No

—  Reporting Obligation:    N/A

—  Admission of Guilt/Acceptance of Responsibility:    No

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