Alcatel-Lucent, S.A. ("Alcatel"), formerly known as Alcatel, S.A., a French corporation headquartered in Paris, France, is one of the world's largest providers of telecommunications equipment and services, with more than 75,000 employees in 140 countries, including the United States. Until November 30, 2006, Alcatel's American Depository Receipts ("ADRs") were registered with the Commission pursuant to Exchange Act Section 12(b) and traded on the New York Stock Exchange ("NYSE"). As such, during the time the relevant conduct occurred, Alcatel was required to file reports with the Commission under Section 13 of the Exchange Act, and was an "issuer" within the meaning of the FCPA. Alcatel conducted its commercial transactions through its subsidiaries. On November 30, 2006, an Alcatel subsidiary merged with Lucent Technologies Inc. in the United States and Alcatel changed its name to Alcatel-Lucent, S.A. After the merger, the company's shares were traded on the Paris Euronext exchange and as ADRs on the NYSE.
Alcatel CIT, S.A., now known as Alcatel-Lucent France, S.A, was a wholly-owned subsidiary of Alcatel in France. Alcatel CIT's financial results were included in the consolidated financial statements that Alcatel filed with the Commission. Alcatel Standard A.G. was a wholly-owned subsidiary of Alcatel in Switzerland that in 2007 was merged into Alcatel-Lucent Trade International AG. Alcatel de Costa Rica S.A., now known as Alcatel Centroamerica S.A, was a wholly-owned subsidiary of Alcatel in Costa Rica. Throughout the relevant time period, Alcatel de Costa Rica's financial results were included in the consolidated financial statements that Alcatel filed with the Commission. Alcatel SEL, A.G., now known as Alcatel-Lucent Deutschland A.G., was a wholly-owned subsidiary of Alcatel in Germany. Throughout the relevant time period, Alcatel SEL's financial results were included in the consolidated financial statements that Alcatel filed with the Commission. Alcatel Malaysia was a majority-owned subsidiary of Alcatel in Malaysia. Alcatel currently owns 51% of its shares. Two private local entities own the remaining shares. Alcatel Malaysia's financial results were consolidated in the financial statements Alcatel filed with the Commission.
Alcatel itself did not conduct actual business with any customer. Starting in the 1990s, Alcatel utilized a consistent strategy to obtain contracts in many parts of the world, under which Alcatel typically used a subsidiary in the country to obtain contracts. Then Alcatel’s subsidiaries used consultants who performed little or no legitimate work to funnel more than $8 million in bribes to government officials in order to obtain or retain lucrative telecommunications contracts and other contracts.
The SEC filed a 4 count complaint aginst Alcatel on December 27, 2007 alleging violations of the Anti-Bribery, Books & Records, and Internal Controls provisions of the FCPA. At the same time, Alcatel entered into a Consent Agreement with the SEC. Without admitting or denying guilt, Alcatel agreed to be enjoined from future violations of the FCPA, to disgorge $28,990,937, representing profits gained as a result of the conduct alleged in the Complaint, plus pre-judgment interest in the amount of $16,381,063, for a total of $45,372,000. The agreement also required Alcatel to appoint an indepedent monitor to ensure compliace with the FCPA and similarly applicable French laws for a period of 3 years.
