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Harry Cassin
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How are FCPA investigations disclosed?

FCPA investigations are usually disclosed either through SEC filings, agency releases, or company statements. 

While SEC filings are the most common, 27 investigations have been disclosed by agency releases and 32 by company statements.

Unlike the DOJ, some enforcement agencies announce ongoing investigations and provide some details about them, as the UK SFO did last month for Güralp Systems.  

Some companies, mainly those based in Europe, announce corruption-related investigations by issuing statements to the public and not necessarily to regulators or stock exchanges. Canada’s Bombardier Inc. and Germany’s Bilfinger SE are examples.

Sometimes investigations are disclosed by a combination of company statements and agency releases. Germany’s F.H. Bertling is one example, according to FCPA Tracker.

The most common method of disclosing FCPA investigations is through SEC filings.

Issuers have used more than 50 different SEC forms to disclose FCPA-related investigations. The three most commonly used filings are the 10-Q, 10-K, and 20-F. 

SEC Form 10-Q is a comprehensive report of a public company’s performance that needs to be filed quarterly.

Form 10-K is filed annually and typically is more detailed than a 10-Q. 

Foreign companies with equity shares listed on exchanges in the United States must file Form 20-F. It requires the submission of an annual report within six months of the end of a company’s fiscal year or if the fiscal year-end date changes. 

Among current open FCPA-related investigations, five companies have used Form 40-F for their disclosures. Form 40-F is for companies with domicile in Canada. 

One company — Walmart — disclosed information about an investigation in Form DEF 14A, commonly used in conjunction with an annual meeting proxy.

Six companies have disclosed information about open investigations in Form 424B3. It’s a prospectus form that details information about a significant change from previously supplied information.

Research for this post was conducted on FCPA Tracker.


Harry Cassin is the managing editor of the FCPA Blog.

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