U.S. Securities and Exchange Commission
Name of Prosecuting Attorneys:
Ernesto Palacios, Senior Counsel, FCPA Unit
Thierry Olivier Desmet, Assistant Director, FCPA Unit, SEC Miami
Shahriar Masud, SEC Headquarters
U.S. Department of Justice
Federal Bureau of Investigation
Brazilian Federal Prosecution Office (Ministerio Publico Federal)
Brazilian Comptroller General of the Union (Controladoria-Geral da Uniao)
Brazilian Attorney General of the Union (Advogado-Geral da Uniao)
Type of Action:
SEC Administrative Proceeding
Origin of the Proceeding:
GOL Linhas Aereas Inteligentes S.A. ("GOL") was Brazil's second largest domestic airline by market share. GOL’s shares were registered with the SEC and traded on the New York Stock Exchange. Gol Linhas Aéreas S.A. was GOL’s wholly-owned air transportation operating subsidiary.
According to the documents in this case, between 2011 and 2013 a GOL Director committed to pay approximately $5.4 million in bribes through GOL's subsidiary to various Brazilian politicians, including a then influential and high-ranking Brazilian legislator, to lower certain taxes that financially benefited GOL and to benefit other companies the Gol Director owned.
In a settled administrative proceeding initiated on September 15, 2022, the SEC ordered GOL to cease and desist violations of the antibribery, books and records, and internal controls provisions of the FCPA. Under the terms of the settlement, GOL agreed to pay $70 million in disgorgement and prejudgment interest; however, the SEC lowered to total amount GOL owed to the agency to $24.5 million due to the company's inability to pay the full amount. The SEC also agreed to credit up to $1.7 million the company paid to Brazilian officials. The SEC noted GOL's cooperation and remediation.
In a related proceeding initiated on September 9, 2022, the DOJ filed a single count information under seal against GOL alleging a conspiracy to violate the antibribery and books and records provisions of the FCPA. On September 16, 2022, GOL entered into a deferred prosecution agreement with the DOJ. Under the terms of that agreement, GOL admitted to the misconduct and agreed to pay a criminal penalty of $87 million and to self-report on the status and implementation of the company's enhanced anticorruption compliance polices for a term of three years. The $87 million penalty represented a 25% reduction off the bottom of the U.S. Sentencing Guidelines range, and the DOJ agreed to further reduce the penalty to a total of $17 million, including a credit of $1.7 million for a payment to Brazilian authorities, due to the company's inability to pay the full fine. The DOJ noted the company's full cooperation and remediation, but the DOJ did not give any credit for self-reporting the misconduct.
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