Noble Corporation ("Noble") is a leading offshore drilling contractor for the oil and gas industry. In 1996, Noble moved from the NASDAQ to the NYSE, and began trading under the symbol NE. Noble performs, through its subsidiaries, contract drilling services with a fleet of 69 offshore drilling units worldwide.
Mark A. Jackson was Noble’s CFO from September 2000 to about October 2005, and Acting CFO from about March 2006 to about November 2006. Jackson became COO in March 2005, became the President and COO in February 2006, became a Director in July 2006, and became CEO in late October 2006. When Jackson resigned in September 2007, he was President, CEO, and Chairman of the Board.
From September 2004 through June 2011, James J. Ruehlen was the highest Noble executive based in Nigeria, responsible for all the operations of Noble's Nigerian subsidiary ("Noble-Nigeria"). On or about September 15, 2004, Ruehlen became the Division Manager of Noble-Nigeria and a member of its Board of Directors. In July 2011, Ruehlen became the Vice President and General Manager of Noble’s Mexico Division, a position he continues to hold.
Under Nigerian law, customs duties generally were required to be paid for goods imported into Nigeria, such as rigs and vessels imported into Nigerian waters. In order to avoid these fees, companies could import rigs and other items on a temporary basis pursuant to which no customs duties would be assessed. Items imported under the temporary import process (TIP) could not remain in Nigeria longer than the period allowed for by the TIP and/or TIP extensions. Upon the expiration of the TIP (and related TIP extensions), the owner could either choose to permanently import the rig (known as "nationalizing") or export the rig and re-import it and obtain a new initial TIP. Throughout Noble's operations in Nigeria, Noble-Nigeria chose to temporarily import rigs into Nigeria. Noble-Nigeria employed a Nigerian customs agent to apply for and secure its TIPs and TIP extensions.
Between January 2003 and May 2007, Noble-Nigeria paid the customs agent a number of "special handling charges". Executives at Noble and Noble-Nigeria knew that some or all of the payments would be given to officials at the Nigeria Customs Service (NCS) in order to avoid the time, cost, and risks associated with exporting rigs and re-importing them into Nigerian waters after the period allowed for by the TIP had expired. The agent invoiced Noble-Nigera for the cost of the bribes, and Noble-Nigeria then reimbursed the agent. Jackson and Ruehlen approved payment of the bribes. Ruehlen also assisted the customs agent in preparing false documents, processed the customs agent’s invoices for the bribes, and signed the checks reimbursing the customs agent for the bribes he paid to Nigerian government officials.
On February 24, 2012, the SEC filed a seven count Complaint in the Southern District of Texas against Jackson and Ruehlen alleging (1) violations of the anti-bribery provisions of the FCPA; (2-3) aiding and abetting violations of the anti-bribery, books & records, and internal controls provisions of the FCPA; (4) knowing violations of the books & records and internal controls provisions of the FCPA as well as falsification of the books & records of an issuer; (5) violations of Exchange Act rule 13b2-2; (6) violations of Exchange Act Rule 13a-14; and (7) violations of the anti-bribery, books & records, and internal controls provisions of the FCPA as a control person. Jackson was charged on all counts, and Ruehlen was charged on counts 1-4. The SEC subsequently filed two amended complaints alleging the same counts.
On July 2, 2014, Jackson and Ruehlen each entered into Consent Agreements with the SEC. Without admitting or denying the allegations in the complaint, both defendants consented to the entry of a final judgment that would permanently enjoin them from future violations of the FCPA. No monetary sanctions were imposed. On July 3, 2014, the court entered final judgment against both Jackson and Ruehlen pursuant to the terms of the Consent Agreements.
