Sullivan & Cromwell is a leader in advising clients around the world on issues arising under the U.S. Foreign Corrupt Practice Act (FCPA) and related international laws. S&C’s team includes former Assistant United States Attorneys and other lawyers with extensive experience in FCPA and related matters.

Given the Firm’s geographic reach and the breadth of its practice, S&C is uniquely positioned to address the geographic and industry-specific challenges inherent in anti-corruption matters. S&C lawyers synthesize data from a variety of jurisdictions to assist clients in implementing robust compliance programs and responding to alleged compliance breaches. The Firm’s integrated network of 13 offices located in financial capitals around the world, along with its diverse language capabilities, allows its team of lawyers to collaborate efficiently with clients and regulators across borders and practices.

The Firm’s history and experience with FCPA matters has involved some of the most significant investigations, including obtaining the first deferred prosecution agreement ever offered by the U.S. Securities and Exchange Commission. The Firm has also resolved multijurisdictional investigations and secured numerous declinations on behalf of a number of major, international clients.

S&C’s team routinely assists clients in all aspects of FCPA and anti-corruption matters, including:

Investigations
  • Conducting robust internal investigations into possible FCPA violations around the world
  • Representing companies and individuals—based both within and outside the United States—in investigations by the Department of Justice and the Securities and Exchange Commission
Transactions
  • Advising principals, financial advisers and underwriters on FCPA and anti-corruption issues and compliance enhancements in connection with mergers and acquisitions and corporate finance transactions
  • Leading due diligence efforts and vetting relating to FCPA and anti-corruption issues for M&A or other transactions
  • Advising companies in the midst of FCPA investigations on potential corporate transactions, including divestitures or acquisitions
  • Drafting anti-bribery contractual provisions for, among others, M&A, shareholder, supplier and other third-party agreements
Compliance & Training
  • Conducting reviews of companies’ worldwide anti-bribery compliance
  • Designing and advising on the implementation of compliance policies and programs

SELECTED REPRESENTATIONS

S&C has represented clients in many major FCPA-related investigations and continues to advise clients in DOJ and SEC enforcement matters across a broad number of sectors, including the following:

Energy
 
  • Represented ENI S.p.A. and its subsidiaries, in resolving a high-profile FCPA investigation by entering into deferred prosecution agreements with the DOJ and a consent order with the SEC. The investigation examined a joint venture to build liquid natural gas facilities in Bonny Island, Nigeria. It spanned several years and involved prosecutorial authorities in more than five countries.
  • Represented Tenaris, in negotiating a deferred prosecution agreement with the SEC—the first such agreement offered by the agency—and a nonprosecution agreement with the DOJ, resolving a two-year investigation of an alleged bribery scheme involving contracts to provide steel pipe to companies in Uzbekistan’s state-owned oil and gas industry.
  • Currently represent a major European energy company in an FCPA investigation related to its oil and gas businesses in North Africa.
  • Secured a declination on behalf of an energy company relating to activities in an African country.
  • Represented Statoil ASA in the investigations leading to settlements with the SEC, DOJ and U.S. Attorney’s Office for the Southern District of New York of the agencies’ charges that payments made by Statoil violated the FCPA.
  • Represent current and former employees of Rolls-Royce in DOJ and Serious Fraud Office investigations of corruption in the use of intermediaries in Rolls-Royce’s energy business.
  • Represented Vitol S.A.—the world’s largest independent energy trader—in resolving DOJ, SEC, and New York County District Attorney’s Office investigations arising from its participation in the U.N. Oil-For-Food Programme.
Automotive and Aviation
 
  • Resolved an investigation on behalf of Dallas Airmotive Inc., an aviation services company, in resolving an investigation and obtaining a monetary penalty that was 20 percent less than the U.S. sentencing guideline.
  • Secured a declination on behalf of a multinational automotive company in an SEC and DOJ investigation.
  • Represent an automotive company in resolving DOJ and SEC investigations relating to participation in the U.N. Oil-For-Food Programme.
  • Represented various current and former company executives of a major European automotive company in SEC and DOJ investigations of possible FCPA violations.
Mining
 
  • Advised an Australian mining company in a DOJ investigation of a joint venture.
  • Advised a global mining company, regarding the design of an FCPA compliance program.
  • Represent a global mining company in investigations by the SEC into alleged violations of the FCPA laws arising from the company’s activities in various countries in Africa.
Financial Institutions and Insurance
 
  • Represent a major foreign non-U.S. financial institution with respect to an investigation into its hiring program in Asia.  
  • Conducted an investigation of a potential FCPA violation by the Mexican subsidiary of a U.S.-headquartered insurance company.
  • Represented a major U.S. insurance company in connection with a violation of the FCPA by an employee.
  • Represent a major European financial institution, in investigations by the DOJ, the New York County District Attorney’s Office and the Independent Inquiry Committee into possibly illicit payments made in connection with the U.N. Oil-for-Food Programme.
Industrial and Manufacturing
 
  • Represented a global paints and coating company in resolving DOJ and SEC investigations relating to its participation in the U.N. Oil-For-Food Programme.
  • Advised a global engineer and contracting company, concerning a corruption investigation in the Middle East.
  • Represent a manufacturing company based in Asia in connection with an FCPA investigation by the SEC.
  • Represented a lawyer formerly employed in the legal department of a U.S. manufacturing company, in an FCPA investigation.
Technology/Electronics
 
  • Represented a major engineering and electronics conglomerate in entering into a settlement with the SEC to resolve FCPA charges relating to conduct by a former employee. The SEC did not impose a civil money penalty and did not bring charges based on the anti-bribery provision of the FCPA.
  • Conducted internal investigation on behalf of a technology company finding that no reporting was required.
Healthcare
 
  • Represent a pharmaceutical company in an ongoing investigation by the DOJ and SEC relating to activities involving an Asian subsidiary.
  • Represented Philips in an investigation of allegations that employees made improper payments to officials at government-run healthcare facilities. S&C negotiated a settlement through an SEC administrative order without a civil penalty and disgorgement of $3.1 million.
Beverages
 
  • Represented Diageo plc in resolving a six-year investigation into business practices spanning multiple jurisdiction through an SEC administrative action that did not require Diageo to admit or deny any of the SEC findings. Diageo paid a $3 million penalty and disgorgement of $13.4 million but was not subject to a separate DOJ action. 
Defense/Security Industry 
 
  • Represented a foreign national in connection with the bribery-related investigation of BAE Systems by the DOJ.