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Harry Cassin
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Andy Spalding
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Jessica Tillipman
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Richard L. Cassin
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Cody Worthington
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Julie DiMauro
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Thomas Fox
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Bill Waite
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Russell A. Stamets
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Eric Carlson
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Vote Delay On Brazil Clean Company Act

 Last week we discussed Brazil’s overseas bribery bill, the Clean Company Act, which a special committee of the legislature’s lower house was scheduled to vote on May 23rd. That vote has been postponed.

The bill is an omnibus white-collar crime act containing various provisions that would apply to both foreign and domestic crimes. Though Brazil signed the OECD Convention in 1997, its implementing legislation exempted corporations from liability. The Clean Company Act would establish legal person liability, but has generated opposition on three points in particular: 1) successor liability; 2) strict liability for the acts of employees and agents; and 3) the method for calculating penalties.  

However, the Brazilian corporate community is by no means unified in its opposition. We’ve been impressed by the highly sophisticated, principled corporate lawyers who are leading the effort to salvage this bill. The Clean Company Act is a critical piece of an effective international anti-bribery regime (see here and here), so we’ll watch it closely and keep you posted.


Andy Spalding is a contributing editor of the FCPA Blog. He teaches international business law at the Chicago-Kent College of Law. Effective June 1, he’ll be an Assistant Professor at the University of Richmond School of Law.

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