33

Corruption
By Ted Edelman, Sullivan & Cromwell LLP and Jason de Bretteville, Stradling
Yocca Carlson & Rauth, P.C.
Background
A
s a result of his years of doing business in Asia, Tian Keqi developed a habit
of giving gifts, money or meals to facilitate the processing of transaction for
example offering inducements to policemen to cancel parking tickets, customs
offcers to allow him to bring in additional items from overseas trips, or immigration to
expedite visa processing. Even on his trips to the United States, where he knew that bribery
was illegal, Tian Keqi often would often hand out US$20 or $50 notes to airport staff to
let him park in no-parking zones, pay car repairmen extra to get his car fxed ahead of other
customers and often tried to bribe airline or hotel staff to upgrade his fights or hotel rooms.
Nevertheless, Tian Keqi recognized the costs of corruption once complaining to his
brother that many of the offcials he could once bribe with just a box of cigarettes now
wanted cases of expensive French Bordeaux wine.
Yet, he could not completely rid himself of his habit of handing out money to any hotel,
car park, or civil servant who looked as if he or she wanted a bribe.
To be fair, Tian Keqi honestly got confused over tipping customs in the various
countries he visited and would automatically hand out tips without actually looking at what
he was giving. It was rumored within the company that he had once handed a US$100 note
to a doorman at a Mumbai hotel without realizing what he had done.
Tian Keqi was also very generous treating his friends, political allies, government
offcials and favorite clients to lavish meals, trips and gifts. As Tian Keqi brought in more
and more business, his brother Tian Dan also started spending more on entertainment and
gifts seeing that such spending often brought tangible results.
Given the rising cost of such transactions, it was not surprising that both brothers
frequently clashed with Liu Shuyang, the companys fnancial controller, who complained
that such excessive generosity undermined the companys proftability despite Tian Dans
and Tian Keqis arguments that such expenditures were a necessary part of doing business.
Tian Dan, at least, was more careful about his spending than his brother; Tian
Keqi entertained and handed out money so often he frequently lost track of his
entertainment expenses.
Dragonas corruption allegations
After Zhong Tian cleared its CFIUS review Tian Dan thought he could now acquire Gilfeld
Corporation without further incident but then the U.S. Securities and Exchange Commission
(SEC) received an anonymous letter alleging that Tian Keqi had paid over US$250,000 to
the wives of several South American government offcials who are directly responsible for
issuing, inter alia, import and export permits for solar panels in their respective countries.
It would later emerge that Gilfeld Corporations rival, Dragona Technologies, made
these allegations to disrupt Zhong Tians acquisition plans.
Jeff Troutman, CEO of Gilfeld Corporations rival Dragona Technologies, had hired a
private investigator to fnd any evidence of wrongdoing on the part of Gilfeld Corporations
or Zhong Tians executives that could be used to thwart Zhong Tians takeover plans.
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Corruption
At a glance checklist and main points
The FCPAs books and records provisions require that issuers of securities in the U.S.
maintain accurate and detailed records and to implement effective fnancial controls
with respect to all fnancial transactions, not just potentially corrupt payments.
Permitted payments might nevertheless give rise to liability under these books
and records provisions if they are not accurately accounted for in accordance with
those provisions.
Though the scope of the FCPAs anti-bribery provisions is very broad, the reach of the
provisions is not unlimited. For example,
There are express jurisdictional limitations that require either the involvement of a
U.S. company or person, or an act in furtherance of the corrupt payment to occur in
the U.S., though with respect to the latter very little is required, and a mere phone
call, email, or even a fnancial transaction that clears through a bank in the U.S. may
be viewed by U.S. regulators as suffcient.
The FCPA does not proscribe every payment to an offcial. It permits good faith
payments that are not part of a quid pro quo exchange for some identifable business
beneft and certain examples of such payments are explicitly permitted.
Acts that may not violate the FCPA may violate other anti-bribery legislation if the
transaction falls within the jurisdictional purview of the legislation.
The FCPA explicitly prohibits indirect payments to offcials and third parties, if the
payor knows or is aware of circumstances indicating a high probability that the
intermediary will use all or a portion of the payment to fund a bribe.
Immediate family members of offcials generally are treated as foreign offcials for
purposes of the FCPA.
As a company expands its international sales channels, the importance of installing a
full suite of anti-bribery controls, such as policies, procedures, and training protocols
designed to mitigate the risk of, and consequences of, an improper payment becomes
increasingly important.
The South American incident
Several years ago, several South American government offcials whom Tian Keqi had become
friends with, visited China as part of a government sponsored tour. As he was aware his
friends would be coming to China, Tian Keqi had asked his friends to buy some things from
South America, including salted codfsh or bacalhau, which he was particularly fond of.
The aggregate value of these items came to nearly RMB 250,000. Given that they were on
a government sponsored tour, Tian Keqis South American friends asked him not to reimburse
them directly but rather do so through their wives and specifcally requested that Tian Keqi
only pay for the actual value of the items. Tian Keqi complied.
Dragona Technologiess investigator somehow learned of this incident and reported it to
Jeff Troutman. However, the investigators report omitted the fact that Tian Keqi had simply
reimbursed his friends for their purchases on his behalf and erroneously reported that the
amount paid was US$250,000 not RMB 250,000.
Tian Dan reacts
Tian Dan initially sought to ignore the allegations as his brother, in this particular case,
had not done anything wrong. He felt that as the events took place outside America and
did not involve American offcials, Americans had no standing in this matter. What he had
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A Corporate Journey to the West
Initial assessment
The Expansive
Reach of the FCPA
not considered was how the allegations might taint Zhong Tians planned takeover, the
extrajurisdictional reach of Americas Foreign Corrupt Practices Act (FCPA) and the potential
future applicability of Americas FCPA on his company.
When Zhong Tians legal offcer Sarah Cao, having received extensive advice from
her American counsel, warned Tian Dan of the potential negative consequences, Tian Dan
realized he had to take the allegations seriously despite his personal reservations.
Consequently, Zhong Tian had to refute the allegations and assigned Sarah to the task (in
addition to her numerous other duties). Sarah worked long hours with her assistant Lisa May
and the companys external counsel Marc Lamb to devise a working strategy to defend Zhong
Tian from the charges.
Some of the expenses involved the hiring of investigators to investigate the source of the
allegations, in this case Dragona Technologiess investigator.
Eventually the charges were proven false but the incident delayed the merger by several
months and cost Zhong Tian a signifcant sum of money.
Victorious celebration
After Zhong Tian completed its acquisition, it quickly began refurbishing Gilfelds real estate
property holdings rebranding them under the new Luxe Life brand.
Overjoyed with his success, Tian Keqi suggested to his brother that they treat their new
political allies, such as Senator Knezevich, and their respective families to vacations in Asia
with all expenses, including frst-class accommodations, meals and travel paid by Zhong
Tian. Tian Dan also gave Senator Knezevichs daughter Alexa a brand new car to drive while
attending university in California later that year in appreciation for Senator Knezevichs help
with the CFIUS review.
Unfortunately Tian Keqi and Tian Dan had made these offers without consulting their
external counsel or Sarah and suddenly found themselves in a potentially sticky situation.
Zhong Tian, a Chinese company with no ties to the U.S., and Gilfeld, a predominantly
U.S. operation, have had little or no occasion to take on the challenges of complying with
international anti-bribery legislation, including the FCPA, and current enforcement practice
with respect to that legislation. As a result, neither is likely to have adopted the robust policies
and procedures necessary to guard against, and mitigate the costs of, potential violations of
these laws. In addition, the past conduct of Tian Keqi and his brother, Tian Dan, indicates
that Zhong Tian not only lacks effective anti-bribery controls, but also may have a corporate
culture that tolerates behavior proscribed by the FCPA, and which may present an obstacle to
the adoption and implementation of effective controls.
The new bonds between Zhong Tian and Gilfeld create a heightened risk of future
corrupt payments subject to the FCPA, as well as similar foreign bribery prohibitions of other
jurisdictions. Consequently, both companies face substantial post-acquisition compliance risks
and challenges. As discussed below, however, basic jurisdictional and substantive limitations
on the reach of the FCPA may allow Zhong Tian and Gilfeld to limit or avoid liability based
on conduct identifed to date, and their adoption of basic anti-bribery policies and procedures
can provide an effective means of mitigating the risk of, and potential costs associated with,
any additional or future FCPA violations.
The FCPAs anti-bribery provisions prohibit corrupt payments to non-U.S. offcials for the
purpose of gaining a business advantage. The FCPA, however, is unique among anti-bribery
legislation in that it also requires issuers of securities in the U.S. to maintain accurate and
detailed records and to implement effective fnancial controls with respect to all fnancial
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Corruption
transactions, not just potentially corrupt payments. This set of prescriptive requirements
often is described as the FCPAs books and records provisions.
The scope of the FCPAs anti-bribery provisions, by their own terms and through
interpretation and application by regulators, is understood to be extremely broad. Any direct
or indirect provision of value to, or for the beneft of, any foreign offcialincluding any
employee of a government owned or controlled businessfor the purpose of infuencing
that individuals conduct of his or her offcial duties or activities, may be considered a
violation of the anti-bribery provisions.
Nonetheless, the reach of the FCPAs anti-bribery provisions is not unlimited. For
example, the provisions have express jurisdictional limitations that require either the
involvement of a U.S. company or person, or an act in furtherance of the corrupt payment to
occur in the U.S. With respect to the latter, territorial basis, however, very little is required,
and a mere phone call, e-mail, or even a fnancial transaction that clears through a bank in
the U.S. may be viewed by U.S. regulators as suffcient.
Also, the FCPA does not proscribe every payment to an offcial. Rather, good faith
payments that are not part of a quid pro quo exchange for some identifable business beneft
are permissible, and certain examples of such payments, including promotional expenses
directly related to a companys products or services, are explicitly permitted by the statute.
Further, only issuers of securities registered in the U.S. are subject to the FCPAs books
and records provisions. Accordingly, unlike Gilfeld, Zhong Tian is not subject to these
requirements, and its acquisition of a controlling interest in Gilfeld does not change that
limitation. Even so, recent enforcement actions indicate that, in at least some circumstances,
U.S. regulators may seek to hold non-issuers liable when they assist an issuer in committing
an act in violation of the FCPAs books and records provisions. For this reason alone, Zhong
Tian should consider taking steps to ensure that Gilfeld has in fact adopted, and continues
to implement, an effective set of internal fnancial controls.
Over the past ten years, U.S. authorities have signifcantly increased their enforcement
of the FCPA. During this same period, many other jurisdictions have enacted similar
anti-corruption legislation pursuant to the Organization for Economic Cooperation and
Developments (OECD) Convention on Combating Bribery of Foreign Public Offcials in
International Business Transactions, including the United Kingdoms Bribery Act of 2010.
A by-product of this heightened enforcement climate has been increased attention to
potential anti-corruption liability arising out of international mergers and acquisitions.
In fact, successor/investor liability has emerged as a substantial obstacle in many
transactions, and has resulted in both aborted transactions and costly enforcement actions.
For example, in 2004 Lockheed Martin Corp. announced that it had abandoned its $2.2
billion acquisition of Titan Corp., stating that it did not want to inherit legal responsibility
for a violation of the Foreign Corrupt Practice Act identifed by Lockheed Martin prior to
its acquisition of Titan.
In addition, the failure to discover corruption concerns in pre-acquisition due
diligence has resulted in severe adverse consequences for acquirors, including eLandia
International Inc.s 2007 acquisition of Latin Node Inc. Two years after the acquisition,
eLandia wrote off its $26.8 million investment, sued the sellers of Latin Node alleging
fraud in the transaction, caused Latin Node to plead guilty to FCPA violations, and agreed
to pay a $2 million fne on behalf of Latin Node, all as a result of corrupt payments
discovered after the transaction closed.
Neither the enforcement history nor statements issued by U.S. regulators provide
comprehensive guidance to transacting parties regarding how to avoid potential successor
FCPA Enforcement
in the Acquisition
Context
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A Corporate Journey to the West
liability other than by conducting effective due diligence and, if necessary, abandoning a
transaction. Nonetheless, appropriate pre-acquisition due diligence, voluntary reporting
of potentially unlawful conduct, and post-closing implementation of effective anti-bribery
controls are established means of limiting, even if not eliminating, potential exposure under
the FCPA.
The specifc steps encompassed by that due diligence (and the measures that would
be considered appropriate) vary from context-to-context and transaction-to-transaction.
At a minimum, however, they typically include some measure of review of the targets
anti-bribery policies and procedures, training, monitoring and reporting functions, and its
compliance history, as well as the targets vetting of agents and intermediaries and their
activities on behalf of the target. It also is becoming increasingly common to include some
review of a sample of the fnancial records relating to the targets payments in connection
with interactions with governmental offcials and other high-risk activities.

Because Zhong Tian is not an issuer of stock registered in the U.S. and has no apparent
pre-acquisition ties to the U.S., it is not directly subject to the FCPAs books and records
provisions and is not likely to have engaged in conduct that would fall within the
jurisdiction of the anti-bribery prohibitions. Gilfeld, as a issuer with wholly domestic
operations and only limited international sales to relatively low-risk Western European and
North American markets, is subject to the FCPAs the books and records provisions, but
appears relatively unlikely to have engaged in corrupt payments to any offcials outside
the United States. As a result, the prospect of FCPA liability arising out of pre-acquisition
conduct by either company appears to be relatively low.
Again, the FCPA proscribes only payments to non-U.S. offcialsU.S. domestic bribery
is prohibited by a distinct set of state and federal laws (one such statute, the Travel Act,
is discussed in further detail below). Therefore, Tian Keqis payment of small bribes or
gratuities to U.S. airport staff, car repairman, and hotel staff, while perhaps imprudent and
potentially unlawful, does not give rise to exposure under the FCPA.
To the extent that Tian Keqi has made similar payments on trips to destinations outside
the U.S., to employees of purely private enterprises, potentially including hotel doormen
or car repairmen, those payments also would not come within the ambit of the statute.
(They could, however, be considered to violate other anti-bribery legislation, such as the
U.K. Bribery Act and the Travel Act, that proscribe bribery in both public and private
transactions, if the transactions fall within the jurisdictional purview of the legislation.)
However, even small payments to an employee of a foreign state-owned enterprise (known
as an instrumentality or parastatal), such as a state-run airport, national airline, or
public hospital, are prohibited by the FCPA. Moreover, because the FCPA has no de minimis
exception, a payment of $20 or $50 (or anything at all of value) is no less a violation than a
much more substantial payment.
Still, these payments only could give rise to liability under the FCPA if made to
obtain some a business advantage, not just to confer a personal beneft to Tian Keqi. If the
payments were made in the course of a business trip, a U.S. regulator might view them as
benefting not just Tian Keqi personally, but Zhong Tian, and therefore prohibited by the
statue. Even then, absent some territorial nexus to the U.S. or the involvement of some U.S.
company or person, any improper payment to an employee of a foreign parastatal likely
would not expose Tian Keqi or Zhong Tian to liability under the FCPA.
In addition, certain payments, including Tian Keqis payments to expedite visa
processing might fall within the FCPAs exception for facilitating or grease payments.
Pre-Acquisition
Conduct by Zhong
Tian and Gilfeld
Petty Inducements
and Facilitation
Payments
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Corruption
Payments to South
American Offcials
The FCPA ostensibly exempts from liability payments to secure the performance of a
routine governmental action. For a payment to qualify for this exception, the payment
must be intended to produce non-discretionary governmental action to which the payor
is lawfully entitled. In practice, however, this exemption is highly technical and has been
construed by U.S. regulators to apply only in a narrow set of fact-dependent circumstances.
For example, even payments to expedite governmental activity or approval to which the
payor is entitled, including the processing of visas, which appears to fall within the statutory
exception, have been the subject of adverse regulatory action.
Moreover, because neither the OECD Convention nor the anti-bribery laws of various
jurisdictions include an exemption for so-called facilitation payments, even if a payment
qualifes for the exemption under the FCPA, the payor may still face criminal liability under
other applicable legislation. Not only may regulators assert jurisdiction under other foreign
anti-bribery statutes that contain no such exemption, facilitating payments are likely to be
unlawful under the domestic law of the jurisdiction in which they are made.
Further, even if the payments are considered permitted facilitation payments, they
could give rise to liability under the FCPAs books and records provisions if they are
not accurately accounted for in accordance with those provisions. Whether lawful or
not, unless the sundry payments made by Tian Keqi and Tian Dan to clients, customs
offcials, airport staff, and others while on business trips were appropriately reviewed
and/or authorized in accordance with existing policies and fnancial controls, and unless
those payments were all accurately and fully recorded in Zhong Tians books and records,
with complete descriptions of the purpose of the payments and their recipients, Zhong
Tian could fnd itself out of compliance with the FCPA, if Zhong Tian were an issuer of
securities in the U.S. Although Zhong Tian is not an issuer, if Tian Keqi or Tan Dan were
to persist in such conduct after the acquisition using the assets of Gilfeld (which is an
issuer), they and Gilfeld could fnd themselves facing civil, or even criminal, prosecution
in the U.S. under the FCPA.
In addition, it is important to note that the U.K. Bribery Act seemingly applies to
any commercial organization that carries on any part of its business in the U.K., and
that fails to prevent briberycommercial bribery or bribery of public offcialsbeing
committed by anyone associated with it, anywhere in the world. Accordingly, Gilfelds
sales to U.K. markets could trigger application of the Bribery Act to Gilfeld, and
possibly Zhong Tian. Accordingly, Zhong Tian and Gilfeld should consider engaging
U.K. counsel, as well as counsel from any other potentially relevant jurisdiction, to
obtain appropriate advice.
Tian Keqis reimbursement payment of RMB 250,000 to South American offcials is more
troubling. His intuition is correct that, because the events in question took place entirely
outside the U.S. and do not appear to involve a U.S. corporation, a U.S. person, or even
U.S. currency, the conduct may fall beyond the FCPAs jurisdictional reach. Further, at frst
glance, the payment does not appear to be the type of corrupt payment that is proscribed
by the FCPA. Again, the FCPA prohibits only payments that are intended to cause a foreign
offcial to misuse his or her offcial position to confer some business advantage. Here there
is no apparent corrupt intent: Tian Keqi reportedly meant only to repay his friends for the
actual value of personal items he could not obtain in his native country.
Nonetheless, the relevant offcials appear to exercise direct authority over the import and
export of Zhong Tians products in their respective countries. In addition, the substantial
amount of the payment contrasts unfavorably with the sole identifed purchase to be
reimbursed, namely salted codfsh. These facts supply a potential motive for, and an obvious
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A Corporate Journey to the West
means of, making an improper payment, and raise some uncertainty as to the claim that the
payment was a simple, personal reimbursement.
If the payment was in whole or part a corrupt payment, the fact that it was made
through the offcials wives would not provide any defense, and in fact likely would be
viewed as further evidence of corrupt intent. The FCPA explicitly prohibits not only direct
payments to offcials, but payments made to third parties, if the payor knowsor is aware
of circumstances indicating a high probabilitythat the third party will use all or a portion
of the payment to fund a bribe. Further, immediate family members of offcials generally
are treated as foreign offcials for purposes of the FCPA. As a result, a corrupt payment to
a foreign offcials wife may be viewed as an unlawful means of conferring value to the
offcial himself.
Also, Tian Dans decision to have Zhong Tians legal offcer investigate and defend
against the allegations of misconduct by Tian Keqi in connection with this payment is of
potential concern. First, given that the payment and its purpose reportedly relate solely to
Tian Keqi personally, and not Zhong Tian, it is unclear why Zhong Tian assets were used
in defending the payment. Second, to the extent that any such work might be protected by
an attorney-client privilege under U.S. law, unless appropriate precautions were taken, that
privilege could belong to Zhong Tian, Tian Keqi, or both. As a result, the use of information
collected from Tian Keqi by Zhong Tians counsel in reporting to U.S. authorities could
raise issues concerning the scope of privilege protection. Zhong Tian likely would have
been better served by retaining outside counsel and/or securing separate counsel for
Tian Keqi.
Zhong Tians post-acquisition provision of an all-expense-paid, frst class trip to Asia for
U.S. offcials and their families may be problematic under domestic bribery statutes, but
would not fall under the FCPAs anti-bribery prohibitions unless it involved non-U.S.
offcials. If it did, several considerations suggest that the payments likely would be viewed
by U.S. regulators as violations of the FCPA. Those considerations include: (1) the offcials
have direct authority over matters pertaining to Zhong Tian and/or Gilfeld; (2) the trip
has no apparent promotional or demonstrative purpose relating to products or services
offered by either company; (3) the trip included the offcials family members; (4) the close
proximity in time of the trip to favorable acts by the offcials on behalf of Zhong Tian; and
(5) the lavish nature of the trip.
As discussed above, the payments to U.S. offcials could be proscribed under other
U.S. legislation, such as the Travel Act, which prohibits interstate or foreign travel, or
the use of any mail or facility in interstate or foreign commerce, with the intent to
engage in unlawful activity. The Acts defnition of unlawful activity includes acts of
bribery in violation of U.S. law or the law of the U.S. state in which the act is committed.
Because the bribery laws of many U.S. states exceed the scope of U.S. federal bribery law,
Zhong Tian should consult counsel familiar with the bribery laws of Massachusetts (and
any other U.S. state implicated by the payments) to determine whether the payments to
the U.S. offcials and their families provide federal prosecutors with a basis for asserting
jurisdiction under the Travel Act. For example, the laws of some U.S. states, including
Massachusetts, California, New York and Delaware, contain statutes prohibiting both public
and commercial bribery.
Tian Dans provision of a vehicle to a Senators daughter, while also apparently a purely
domestic act, is yet another manifestation of acute insensitivity by Tian Keqi and Tian Dan
to the proscriptions of potentially corrupt and unlawful payments. While these acts may
not themselves present an immediate risk of criminal or civil sanction under the FCPA,
Post-Acquisition
Conduct
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Corruption
if Tian Keqi and Tian Dan remain in positions of responsibility for either company, and
substantial steps are not taken to ensure that they do not engage in similar behavior in the
future, their participation in any future violation of the FCPA could result in the imposition
of heightened sanctions on Zhong Tian and/or Gilfeld.
As Zhong Tian and Gilfeld expand their international sales channels, the importance
of installing a full suite of anti-bribery controls, such as policies, procedures, and training
protocols designed to mitigate the risk of, and consequences of, an improper payment will
become increasingly important. Indeed, the fact that a competitor, Dragona, reported at least
some potentially improper payments to U.S. authorities underscores the risks of bribery in
the industries in which Zhong Tian participates and the consequent need to strengthen the
companies anti-bribery controls and consider, where appropriate, voluntary reporting.
Fortunately, recent settlements negotiated by the Department of Justice and SEC have
established general compliance parameters that companies subject to U.S. regulation can
follow to develop, and then implement and maintain, appropriate and effective corporate
compliance programs. Similarly, the guidance issued by U.K. authorities identifes the
elements of compliance programs that will satisfy U.K. expectations and, in some instances,
provide a defense under the Bribery Act. The challenge now facing Zhong Tian and Gilfeld
is to meet these expectations while adopting a program that is specifc to their business risks
and sensitive to their operational needs.
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A Corporate Journey to the West
Ted Edelman, a member of the Firms Litigation Group, has represented both U.S. and non-U.S. corporate clients on a variety of
litigation and regulatory matters, including matters relating to antitrust, commercial contracts, commercial banking, corporations and
securities, insurance and annuities, intellectual property, mergers and acquisitions, white collar criminal investigations and prosecutions
and investigations by the U.S. Securities and Exchange Commission, New York Stock Exchange, U.S. Federal Trade Commission, U.S.
Department of Justice, Commission of the European Communities and the banking, corporate, securities and competition regulators
in various other jurisdictions. Mr. Edelman also has advised in Canada, the European Community and other jurisdictions. He has
substantial experience in matters relating to the Foreign Corrupt Practices Act and similar legislation in other jurisdictions.
Jason de Bretteville is a shareholder at Stradling and has represented leading global companies in a broad range of matters,
including complex business and securities litigation, intellectual property litigation, white-collar criminal defense, corporate
investigations and antitrust litigation. Mr. de Bretteville has extensive experience advising and representing corporations and
individuals in major criminal and civil enforcement proceedings brought by the Department of Justice, Securities and Exchange
Commission, Commodity Futures Trading Commission and the Offce of Foreign Assets Control and has conducted foreign and
domestic investigations on behalf of corporations and fnancial institutions, including several investigations relating to the Foreign
Corrupt Practices Act.
Jason de Bretteville
Shareholder
Tel: +1 949 725 4049
Fax: +1 949 725 4100
Email: jdebretteville@sycr.com
Ted Edelman
Partner
New York Offce London Offce
Tel: +1 212 558 3436 Tel: +44 20 7959 8450
Fax: +1 212 291 9045 Fax: +44 20 3350 2005
Email: edelmant@sullcrom.com
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