Bruker Corporation (Bruker) was a Delaware corporation which designed, manufactured, and marketed analytical tools and life science and materials research systems such as infrared spectrometers and microscopes. Bruker maintained operations in North America, Europe, and China.
As disclosed in SEC filings, in 2011 the Audit Committee of Bruker’s Board of Directors began an internal investigation, utilizing the assistance of independent outside counsel, as well as an independent forensic consulting firm, in response to certain anonymous communications received by Bruker alleging improper conduct regarding the China operations of Bruker Optics, a subsidiary. The Audit Committee's investigation, which included an FCPA compliance review of Bruker Optics and its employees in China and Hong Kong, uncovered evidence which indicated that payments were made that improperly benefited employees or agents of government-owned enterprises in China and Hong Kong. The investigation also found evidence that certain employees of Bruker Optics in China and Hong Kong failed to comply with the Company's policies and standards of conduct, leading Bruker to terminate the employment of certain individuals, as well as ending its business relationships with certain third party agents. Bruker’s management also began a review of the China operations of its other subsidiaries, conducted with the assistance of an independent audit firm.
Bruker voluntarily contacted the SEC and DOJ in August 2011 to advise both agencies of the internal investigation by the Audit Committee. In October 2011, Bruker also reported the existence of the internal investigation to the Hong Kong Joint Financial Intelligence Unit and Independent Commission Against Corruption (ICAC). Bruker cooperated with the United States federal agencies and Hong Kong government authorities with respect to their inquiries and provided documents and/or made witnesses available in response to requests from the governmental authorities reviewing the matters.
Bruker, in its August 8, 2014 10-Q filing, disclosed that the ICAC’s review was complete and that no action by that agency was forthcoming.
Bruker announced in a December 15, 2014 8-K filing that it had consented to the entry of an administrative cease-and-desist order (the “Order”) by the SEC concerning violations of the books and records and internal controls provisions of the FCPA, effective on the date of the filing. Pursuant to the Order, Bruker was fined an aggregate amount of approximately $2.4 million, consisting of $1,714,852 in disgorgement, $310,117 in prejudgment interest, and a $375,000 penalty.
