Deputy Attorney General Lisa Monaco is speaking at the SCCE’s 2023 Compliance and Ethics Institute in Chicago next week. Will she be talking about standardized voluntary self-disclosure extensions for reducing FCPA risk in mergers and acquisitions?
Here’s an excerpt from remarks by Marshall Miller, Principal Associate Deputy Attorney General, at the GIR Annual Meeting on September 21 that tees up the topic:
The Criminal Division’s Evaluation of Corporate Compliance Programs emphasizes the importance of including compliance voices in the M&A process. The Criminal Division’s Corporate Enforcement Policy also offers the incentive of the prospect of a declination – in essence, a safe harbor – for misconduct reported to the Department that is uncovered during pre- or post-acquisition due diligence. The Safran declination from December 2022 is a great example. There, the company voluntarily self-disclosed that two companies it acquired paid a consultant to win contracts with the Chinese government, knowing that some of the money would be used to bribe senior officials. The conduct ended prior to the acquisition, Safran timely voluntarily self-disclosed, cooperated, and remediated, and the company thus secured a declination with disgorgement.
We are working toward an extension of this approach across the Department as part of our ongoing efforts to promote and standardize voluntary self-disclosure. That extension will highlight the critical importance of the compliance function having a prominent seat at the table in evaluating and de-risking M&A decisions.
As part of the Department’s ongoing effort to enhance consistency, transparency, and predictability in corporate enforcement, I expect that Deputy Attorney General Monaco will address voluntary self-disclosure in the M&A space in the near future.
We’ll find out next week.