Monday, April 5, 2010

A Happy Ending

It's a happy morning on a happy campus!

Playing in the national championship game, as the Butler Bulldogs will be doing tonight, tends to make people happy. I put myself in that category. As a former college basketball player, I certainly never made it to the "big game" so "getting there" as a faculty member of a participating school ... well, let's just say it puts an extra spring in my step.

So, it's with much institutional pride that I say "Go Butler."

Let's stick with the theme, but return "on topic."

From time to time, the DOJ comments that some voluntary disclosure cases never lead to an actual enforcement action. Analyzing the extent to which this may or may not be true is difficult, particularly as to non-public companies.

Nevertheless, a recent "no action" disclosure caught my eye.

It involves Global Industries Ltd., a publicly-traded provider of "offshore construction, engineering, project management and support services..." (see here).

"In June 2007, the Company announced that it was conducting an internal investigation of its West Africa operations, focusing on the legality, under the U.S. Foreign Corrupt Practices Act (FCPA) and local laws, of one of its subsidiary’s reimbursement of certain expenses incurred by a customs agent in connection with shipments of materials and the temporary importation of vessels into West African waters." (see here). As noted in this linked filing, the Global Industries investigation was not a pure voluntary disclosure in that the investigation was motivated, at least in part, on "the settlement of the FCPA proceedings involving certain Vetco Gray entities" and the fact that "Company’s management and the Audit Committee were aware of press releases by three other companies disclosing that they are conducting internal investigations into the FCPA implications of certain actions by a customs agent in connection with the temporary importation of their vessels into Nigeria." As noted in the filing, against this backdrop, the "Company’s management considered it prudent to review the Company’s operations since it uses customs agents and the Company’s vessels that have operated in Nigeria do so under temporary importation permits."

Fast forward to February 2010 when the company disclosed in this press release as follows:

"We are pleased to also announce that our and the Government’s investigation of our activities in West Africa have concluded without any fines or penalties being imposed upon the Company. Both the DOJ and SEC have concluded their investigations and are not recommending any enforcement actions against the Company."

In other words, a happy ending to an FCPA investigation and disclosure.


  1. Could this be a case that because the company had a compliance program in place that fit the Sentencing Guidelines, DOJ decided not to proceed? If so, it would be another reason for all entities doing business overseas to review their programs to detemine if they follow the Guidelines.

  2. Mike,

    Thanks for your comment. While possible, my guess is that is not the case. As noted in the post, this was not a pure (or traditional) voluntary disclosure.