Tyco International, Ltd. ("TIL") was incorporated in Switzerland in March 2009 and had its principal place of business in Switzerland. Prior to March 2009, TIL was incorporated in Bermuda. TIL issued and maintained a class of publicly traded securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, which traded on the New York Stock Exchange and, therefore, was an "issuer" within the meaning of the FCPA.
From about 1999 through about 2009, various TIL subsidiaries, including Tyco Valves & Controls Middle East, Inc. ("TVC ME"), made payments, both directly and indirectly, to government officials and falsely described these payments in TIL's corporate books, records, and accounts as legitimate charges. The payments were made in order to secure business in various countries, including China, India, Thailand, Laos, Indonesia, Bosnia, Croatia, Serbia, Slovenia, Slovakia, Iran, Saudi Arabia, Libya, Syria, the United Arab Emirates, Mauritania, Congo, Niger, Madagascar, and Turkey.
On September 20, 2012, TIL entered into a three year Non-Prosecution Agreement with the DOJ. Under the terms of the agreement, TIL agreed to pay a penalty of $13,680,000. The penalty was due within ten days of the sentencing of TIL's wholly owned subsidiary, TVC ME, which entered into a plea agreement with the DOJ. Additionally, the parties agreed that "any criminal penalties that might be imposed by the Court on TVC ME in connection with its guilty plea and plea agreement entered into simultaneously herewith will be deducted from the $13,680,000 penalty agreed to under" the Non-Prosecution Agreement. The parties agreed to recommend to the court a monetary penalty of $2.1 million for TVC ME. In addition to the monetary penalty, TIL agreed to implement enhanced anti-corruption compliance procedures and to issue reports to the DOJ for three years.
In a related civil proceeding, on September 24, 2012, the SEC filed a three count complaint against TIL alleging violations of the anti-bribery, books & records, and internal controls provisions of the FCPA. On September 25, 2012, TIL consented to the entry of a final judgment that permanently enjoined the company from violating the books & records and internal controls provisions of the FCPA and ordered the company to pay $10,564,992 in disgorgement plus $2,566,517 in prejudgment interest. However, Judge Leon would not approve this Consent Agreement without the addition of a compliance obligation. When the judge entered final judgment on June 17, 2013, the court ordered TIL to file annual reports to the SEC and the court describing the company's efforts to comply with the FCPA.
