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Harry Cassin
Publisher and Editor

Andy Spalding
Senior Editor

Jessica Tillipman
Senior Editor

Bill Steinman
Senior Editor

Richard L. Cassin
Editor at Large

Elizabeth K. Spahn
Editor Emeritus

Cody Worthington
Contributing Editor

Julie DiMauro
Contributing Editor

Thomas Fox
Contributing Editor

Marc Alain Bohn
Contributing Editor

Bill Waite
Contributing Editor

Shruti J. Shah
Contributing Editor

Russell A. Stamets
Contributing Editor

Richard Bistrong
Contributing Editor

Eric Carlson
Contributing Editor

Microsoft’s opaque FCPA disclosure

In a quarterly filing with the SEC last week, Microsoft disclosed its cooperation with U.S. authorities in an FCPA-related investigation, without providing any real details or even using the term “investigation.”

The disclosure is essentially the same as at least ten earlier disclosures the company has made in SEC filings since July 2016, according to FCPA Tracker.

Instead of talking about an FCPA “investigation” in the disclosure, Microsoft again said “we have been cooperating with authorities in the U.S. in connection with reports concerning our compliance with the Foreign Corrupt Practices Act in various countries.”

The company didn’t say what countries might be involved, how the compliance issues came to light, or what its cooperation with U.S. authorities entails.

Microsoft’s FCPA disclosure appears within a broader discussion about anti-trust and trade-sanction risks.


Here’s the full FCPA disclsoure from Microsoft Corporation’s April 24, 2019 Form 10-Q:

Our global operations subject us to potential liability under anti-corruption, trade protection, and other laws and regulations. The Foreign Corrupt Practices Act and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by our employees, vendors, or agents. From time to time, we receive inquiries from authorities in the U.S. and elsewhere and reports from employees and others about our business activities outside the U.S. and our compliance with Anti-Corruption Laws. Specifically, we have been cooperating with authorities in the U.S. in connection with reports concerning our compl iance with the Foreign Corrupt Practices Act in various countries. Most countries in which we operate also have competition laws that prohibit competitors from colluding or otherwise attempting to reduce competition between themselves. While we devote subs tantial resources to our global compliance programs and have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments and collusive activity , our employees, vendors, or agents may violate our policies. Our failu re to comply with Anti-Corruption Laws or competition laws could result in significant fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Operations outside the U.S. may be affected by changes in trade protection laws, policies, and measures, sanctions, and other regulatory requirements affecting trade and investment. We may be subject to legal liability and reputational damage if we sell goods or ser vices in violation of U.S. trade sanctions on countries such as Iran, North Korea, Cuba, Sudan, and Syria.


Harry Cassin is the publisher and editor of the FCPA Blog.

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