Petroleo Brasileiro S.A. - Petrobras was a Brazilian state-owned-and-controlled oil and gas company that operated in 18 other countries, including the United States. The Brazilian government directly owed approximately 50.26% of Petrobras's common shares, and the Brazilian Economic and Social Development Bank controlled an additional 9.87% of its common shares. Petrobras's common and preferred stock was registered with the SEC and traded on the New York Stock Exchange.
According to the documents in this case, from about 2004 and 2012, Petrobras executives and managers, as well as contractors and suppliers of the Company, engaged in a massive bid-rigging and bribery schemes that, among other things, allowed contractors to obtain contracts from Petrobras and maintain the favor of Brazilian politicians and political parties. Typically, the contractors paid bribes of a small percentage of the value of the contracts obtained from Petrobras, which were then split among certain the executives, politicians, political parties, and other individuals who helped facilitate the bribes payments. While potentially more than $2 billion was generated and used to make corrupt payments as part of this scheme, only about $1 billion was directed to politicians and political parties. The payments and inflated contracts were recorded in Petrobras' books and records as legitimate expenses and assets.
In a settled administrative action brought on September 27, 2018, the SEC entered a cease and desist order against the company. Under the terms of the settlement, the SEC ordered Petrobras to cease and desist violations of the books & records and internal controls provisions of the FCPA and to pay disgorgement of $711,000,000 plus prejudgment interest of $222,473,797 as well as a civil fine of $853,200,000. However, under the terms of the agreement, the entirety of the disgorgement and prejudgment interest was deemed satisfied by the payment of restitution in a parallel securities class action proceeding, and all but $85,320,000 of the fine was deemed satisfied by the payment of $85,320,000 to the DOJ and $682,560,000 to the Brazilian authorities.
In a related proceeding on September 27, 2018, the DOJ announced that it had reached a non-prosecution agreement with Petrobras. The non-prosecution agreement was part of a global settlement reached between the company and U.S. and Brazilian authorities. As part of the non-prosecution agreement, Petrobras agreed to pay a total criminal fine of $853,200,000, with $85,320,000 (10%) to the DOJ, $85,320,000 (10%) to the SEC, and the remaining $682,560,000 (80%) paid to Brazilian authorities. Petrobras also agreed to self-report to the DOJ on the status of its anti-corruption compliance for a term of three years. In agreeing to a non-prosecution agreement with the company, the DOJ cited Petrobras' cooperation and remedial measures, which the DOJ further cited as the reasons for the 25% downward departure below the minimum monetary penalty under the U.S. sentencing guidelines.
