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2228. Rep. No. 95-114, at 7. *23 Section 13(b)(2)(B) of the Exchange Act, 15 US.C. § 78m(b)(2)(B). *4 Section 13(b)(7) of the Exchange Act, 15 U.S.C. § 78m(b)(7). 225 See Complaint, SEC v. Siemens AG, supra note 48; Criminal Information, United States v. Siemens AG, supra note 48, a Complaint, SEC v. Siemens AG, supra note 48; Criminal Information, United States v. Siemens AG, supra note 48; Press Release, U.S. Dept. of Justice, Siemens AG and Three Subsidiaries Plead Guilty to Foreign Corrupt Practices Act Violations and Agree to Pay $450 Million in Combined Criminal Fines (Dec. 15, 2008), available at http://www. justice.gov/opa/pr/2008/December/08-crm- 1105. html. 7 See, CG» Complaint, SEC v. Biomet, supra note 221 (bribes paid to government healthcare providers in which phony invoices were used to justify payments and bribes were falsely recorded as “consulting fees” or “commissions” in company’s books and records); Criminal Information, United States v. Biomet, supra note 221 (same); SEC v. Alcatel-Lucent, supra note 48 (bribes paid to foreign officials to secure telecommunications contracts where company lacked proper internal controls and permitted books and records to falsified); United States v. Alcatel-Lucent, S.A., supra note 48 (same). 228 Complaint, SEC v. Daimler AG, supra note 48; Criminal Information, United States v. Daimler AG, supra note 48. 29 Fo] 230 Tf 231 Td. 232 Te 233 Jy. 234 See, 685 Complaint, SEC v. Tyco Intl, supra note 9; Complaint, SEC v. Willbros, No. 08-cv-1494 (S.D. Tex. May 14, 2008), ECF No. 1, available at http://www.sec.gov/litigation/complaints/2008/comp20571 pdf. 5 See, CLs Complaint, SEC v. Siemens AG, supra note 48; Complaint, SEC v. York Intl Corp., supra note 115; Complaint, SEC v. Textron, supra note 115; Criminal Information, United States v. Control Components, Inc., No. 09-cr-162 (C.D. Cal. July 22: 2009), ECF No. 1 [hereinafter United States v. Control Components], available at hetp:/ /www.justice. gov/ criminal/fraud/ fcpa/ cases/control-inc/07-22-09cci-info. pdf; 5 Criminal Information, United States vy. SSI Int’l Far East, Ltd., No. 06-cr- 398, ECF No. 1 (D. Or. Oct. 10, 2006) [hereinafter United States v. SST Int'l), available at http ://www.justice.gov/criminal/fraud/fcpa/cases/ ssi-intl/10- 10-06ssi-information.pdf. 236 See, C85 Complaint, SEC v. El Paso Corp., supra note 187; Complaint, SEC v. Innospec, supra note 79; Complaint, SEC v. Chevron Corp., 07- cv-10299 (S.D.NY. Nov. 14, 2007), ECF No. 1, available at http://www. sec.gov/litigation/complaints/2007/comp20363 pdf. 237 Diea Agreement, United States v. Stanley, supra note 8; Plea Agreement, United States v. Sapsizian, supra note 8. 238 See Complaint, SEC v. Maxwell Technologies, supra note 221. 239 See Complaint, SEC v. Willbros Group, supra note 9. 215 US.C. § 7201, et seq. 24 Exchange Act Rule 13a-15, 17 C.ER. § 240.13a-15; Exchange Act Rule 15d-15, 17 C.FR. § 240,15d-15; Item 308 of Regulation S-K, 17 CER. § 229.308; Item 15, Form 20-F, available at http://www.sec.gov/ about/forms/ form20-f.pdf; General Instruction (B), Form 40-F (for foreign private issuers), available at http ://www.sec.gov/ about/forms/ form40-f.pdf. 2 See US. SEC. AND EXCHANGE COMM., COMMISSION GUIDANCE REGARDING MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING UNDER SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, Release No. 33-8810 (June 27,2007), available at http ://www.sec.gov/rules/interp/2007/33-8 810. pdf. 243 Td. 24 Foreign Corrupt Practices Act of 1977, Pub. L. No. 95-213, § 102, 91 Stat. 1494 (1977). 245 See supra note 48; SEC v. Technip, supra note 132, (French company); United States v. Technip, supra note 132, (same); see also Admin. Proceeding Order, In re Diageo ple, Exchange Act Release No. 64978 (SEC July 27,2011) (UK company), available at http://www.sec.gov/ litigation/admin/201 1/34-64978.pdf; Admin. Proceeding Order, In re Statoil, ASA, Exchange Act Release No. 54599 (SEC May 29, 2009) (Norwegian company), available at http: //www.sec.gov/ litigation/ admin/2006/ 34-54599. pdf; Criminal Information, United States v. Endnotes Statoil, ASA, No. 06-cr-960 (S.D.N-Y. Oct. 13, 2006) (same), available at http://wwwjustice.gov/criminal/fraud/fepa/cases/statoil-asa-inc/ 10-13- O9statoil-information.pdf. 6 Although private companies are not covered by the books and records and internal controls provisions of the FCPA and do not fall within SEC’s jurisdiction, such companies generally are required by federal and state tax laws and state corporation laws to maintain accurate books and records sufficient to properly calculate taxes owed. Further, most large private companies maintain their books and records to facilitate the preparation of financial statements in conformity with GAAP to comply with financial institutions’ lending requirements. 247 See SEC v. RAE Sys. Inc, supra note 92; In ve RAE Sys. Inc., supra note 92. *48 See Section 13(b)(6) of the Exchange Act, 15 U.S.C. § 78m(b) (6), which provides that where an issuer “holds 50 per centum or less of the voting power with respect toa domestic or foreign firm,’ the issuer must “proceed in good. faith to use its influence, to the extent reasonable under the issuer’s circumstances, to cause such domestic or foreign firm to devise and maintain a system, of internal accounting controls consistent with [Section 13(b)(2)],” 49 See 15 US.C. § 78m(b)(6). Congress added the language in sub- section 78m(b)(6) to the FCPA in 1988, recognizing that “it is unrealistic to expect a minority owner to exert a disproportionate degree of influence over the accounting practices ofa subsidiary.” H.R. Rep. No. 100-576, at 917. The Conference Report noted that, with respect to minority owners, “the amount of influence which an issuer may exercise necessarily varies from case to case. While the relative degree of ownership is obviously one factor, other factors may also be important in determining whether an issuer has demonstrated good-faith efforts to use its influence.” Jd; see also S. Rep. No. 100-85, at 50. *5° Section 20(e) of the Exchange Act, titled “Prosecution of Persons Who Aid and Abet Violations,” explicitly provides that for purposes of a civil action seeking injunctive relief or a civil penalty, “any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this title, or of any rule or regulation issued under this title, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.” See Section 20(e) of the Exchange Act, 15 US.C. § 78t(e). 251 See Complaint at 11-12, SEC». Elkin, supra note 50, ECF 1. 2 SEC v. Elkin, supra note 50, ECF 6-9 (final judgments). 3 See, €.85 Complaint, SEC v. Nature’s Sunshine Products, Inc., e¢ a/., No. 09-cv-672 (D. Utah, July 31, 2009), ECF No. 2, available at http://www. sec.gov/ litigation/ litreleases/2009/Ir2.1162.htm. 254 See Admin. Proceeding Order, In re Watts Water Technologies, Inc. and Leesen Chang, Exchange Act Release No. 65555 (SEC Oct. 13, 2011), available at http://www.sec.gov/litigation/ admin/201 1/34-65555.pdf. 55 Id. at 2, 4, 6-7. 256 Exchange Act Rule 13b2-1, 17 C.ER. § 240.13b2-1. 5715 US.C. § 78m(b)(5). *58 Section 3(a)(9) of the Exchange Act, 15 U.S.C. § 78c(a)(9). °° Exchange Act Rule 13b2-2, 17 C.ER. § 240.13b2-2 360) Complaint, SEC vy. Jennings, No, 11-cv- 1444 (D.D.C. Jan. 24, 2011), ECF No. 1, available at http://www.sec.gov/litigation/ complaints/20 11/comp21 822.pdf. aE Complaint, id., ECF No. 1; Final Judgment, id., ECF No. 3. 262 Serious Fraud Office, Innospec Ltd: Former CEO admits bribery to falsity product tests (July 30, 2012), available at http://www.sto.gov. uk/ press-room/ latest-press-releases/ press-releases-20 12/ innospec-Itd-- former-ceo-admits-bribery-to-falsify-product-tests.aspx. 6315 U.S.C. § 78m(b)(4)-(5). Congress adopted this language in 1988 in HOUSE_OVERSIGHT_022616