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113 Fla. Dec. 14, 2010), ECF No. 3, available at http://wwwijustice.gov/ criminal/fraud/fcpa/cases/granados-jorge/ 12-21- 10granados-indict.pdf. 1% See Deferred Pros. Agreement, United States v. Snamprogetti, supra note 60, ECF No. 3, available at http://www.justice.gov/criminal/fraud/ fcpa/cases/snamprogetti/07-07- 10snamprogetti-dpa.pdf. ' Compare Criminal Information, United States v. Snamprogetti, supra note 60, with Deferred Pros. Agreement, United States v. Snamprogetti, supra note 60, ECF No. 3. 196 See Press Release, General Electric Co., General Electric Agrees to Acquire InVision (Mar. 15, 2004), available at http://www.ge.com/files/ usa/company/investor/ downloads/ sharpeye_press_release. pdf; Press Release, U.S. Dept. of Justice, InVision Tech. Inc. Enters into Agreement with the United States (Dec. 6, 2004), available at http://www.justice. gov/opa/pr/2004/December/04_crm_780.htm; Company News; GLE. Gets InVision, a Maker of Bomb Detectors, N.Y. TIMES, Dec. 7, 2004, at C4. "7 Non-Pros. Agreement, In re InVision (Dec. 3, 2004), available at http ://www.justice.gov/criminal/fraud/fcpa/cases/invision-tech/ 12-03- O4invisiontech-agree.pdf; Non-Pros. Agreement, In re General Elec. Co., (Dec. 3, 2004), available at http ://www justice.gov/criminal/fraud/fcpa/ cases/invision-tech/ 12-03-04invisiontech-agree-ge.pdf; Complaint, SEC y. GE InVision, Inc., f/k/a InVision Technologies, Inc., No. 05-cv-660, (N.D. Cal. Feb. 14, 2005), ECF No. 1, available at http://www.sec.gov/ litigation/ complaints/ comp19078. pdf. 198 See U.S. DEPT. OF JUSTICE, FCPA Op, RELEASE 08-02 (June 13, 2008), available at http ://www.justice.gov/criminal/fraud/fcpa/ opinion/2008/0802.pdf; see also Press Release, US. Dept. of Justice, Pfizer H.C.P. Corp. Agrees to Pay $15 Million Penalty to Resolve Foreign Bribery Investigation (Aug. 7, 2012) (“In the 18 months following its acquisition of Wyeth, Pfizer Inc., in consultation with the department, conducted a due diligence and investigative review of the Wyeth business operations and integrated Pfizer Inc:s internal controls system into the former Wyeth business entities. The department considered these extensive efforts and the SEC resolution in its determination not to pursue a criminal resolution for the pre-acquisition improper conduct of Wyeth subsidiaries.”), available at http ://wwwjustice.gov/opa/pr/2012/ August/12-crm-980.html. 18 US.C. § 2. 2 Tn enacting the FCPA in 1977, Congress explicitly noted that “(t]he concepts of aiding and abetting and joint participation would apply toa violation under this bill in the same manner in which those concepts have always applied in both SEC civil actions and in implied private actions brought under the securities laws generally.” H.R. Rep. No. 95-640, at 8. °°! Pinkerton held that a conspirator may be found guilty of a substantive offense committed by a co-conspirator in furtherance of the conspiracy if the co-conspirator'’s acts were reasonably foreseeable. See Pinkerton v. United States, 328 U.S. 640, 647-48 (1946). 202 See United States v. MacAllister, 160 F.3d 1304, 1307 (11th Cir. 1998); United States v. Winter, 509 F.2d 975, 982 (Sth Cir. 1975). 203 See Criminal Information, United States v. Marubeni, supra note 132; Criminal Information, United States v. IGC Corp., supra note 60; Criminal Information, United States v. Snamprogetti, supra note 60; see also Criminal Information, United States v. Technip, supra note 132. 204 Section 20(e) of the Exchange Act, “Prosecution of Persons Who Aid and Abet Violations,” explicitly provides that, for purposes ofa civil action seeking injunctive relief or a civil penalty, “any person that knowingly or recklessly provides substantial assistance to another person in violation ofa provision of this chapter, or of any rule or regulation issued under this chapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.” Section 20(e) of the Exchange Act, 15 U.S.C. § 78t(e). °° Under Section 21C(a) of the Exchange Act, the SEC may impose a cease-and-desist order through the SEC’s administrative proceedings upon any person who is violating, has violated, or is about to violate any provision of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, or would be a cause of the violation, due to an act or omission the person knew or should have known would contribute to such violation. Section 21C(a) of the Exchange Act,15 US.C. § 78u-3{a). 206 See Complaint, SEC v. Panalpina, Inc., supra note 68. 718 US.C. § 3282(a) provides: “Except as otherwise expressly provided by law, no person shall be prosecuted, tried, or punished for any offense, not capital, unless the indictment is found or the information is instituted within five years next after such offense shall have been committed.” 208 See Grunewald v. United States, 353 US. 391, 396-97 (1957) (holding government must prove conspiracy still existed and at least one overt act was committed within the statute of limitations); Fiswick y. United States, 329 US. 211, 216 (1946) (“The statute of limitations, unless suspended, runs from the last overt act during the existence of the conspiracy. The overt acts averred and proved may thus mark the duration, as well as the scope, of the conspiracy.’) (citation omitted); see generally Julie N. Sarnoff, Federal Criminal Conspiracy, 48 AM. CRIM. L. REV. 663, 676 (Spring 2011). 2918 USC. § 3292. 71998 USC. § 2462. 2115. Rep. No. 95-114, at 3 (noting that, in the past, “corporate bribery has been concealed by the falsification of corporate books and records,” that the accounting provisions “remove [] this avenue of coverup,’ and that “[t]aken together, the accounting requirements and criminal [anti- bribery] prohibitions ... should effectively deter corporate bribery of foreign government officials”). 2128. Rep. No. 95-114, at 7. *13 Section 13(b)(2)(A) of the Exchange Act, 15 U.S.C. § 78m(b)(2)(A). *14Section 13(b)(2)(B) of the Exchange Act, 15 US.C. § 78m(b)(2)(B). 215 "The accounting provisions contain a narrow exemption related to national security and the protection of classified information. Under this “national security” provision, “no duty or liability [under Section 13(b)(2) of the Exchange Act] shall be imposed upon any person acting in cooperation with the head of any federal department or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the head of such department or agency pursuant to Presidential authority to issue such directives.” Section 13(b)(3) of the Exchange Act, 15 US.C. § 78m(b) (3). As Congress made clear, however, the exception is narrowly tailored and intended to prevent the disclosure of classified information. HLR. Rep. 94-831, at 11, available at http ://wwwjustice.gov/criminal/ fraud/fcpa/history/1977 /corruptrpt-94-83 |.pdf. 16Section 13(b)(2)(A) of the Exchange Act, 15 US.C. § 78m(b)(2)(A). 717 ELR. Rep. No. 94-831, at 10. 218 Tq. 219 Section 13(b)(7) of the Exchange Act, 15 U.S.C. § 78m(b)(7). 20HLR. Rep. No. 100-576, at 917 (1988), available athttp://www. justice. gov/criminal/fraud/fcpa/history/1988/tradeact- 100-41 8.pdf. Congress rejected the addition of proposed cost-benefit language to the definition “in response to concerns that such a statutory provision might be abused and weaken the accounting provisions at a time of increasing concern about audit failures and financial fraud and resultant recommendations by experts for stronger accounting practices and audit standards.” Jd. | See, €.8s Complaint, SEC v. Biomet, Inc., No. 12-cv-454 (D.D.C. Mar. 26, 2012), ECF No. 1 [hereinafter SEC v. Biomet], available at http:// www.sec.gov /litigation/complaints/20 12/comp22306.pdf; Criminal Information, United States v. Biomet, Inc., No. 12-cr-80 (D.D.C. Mar. 26, 2012) [hereinafter United States v. Biomet|, available at http://www. justice.gov/criminal/fraud/fcpa/cases/biomet/20 12-03-26-biomet- information.pdf; Complaint, SEC v. Smith & Nephew Inc., No. 12-cv- 187 (D.D.C. Feb. 6, 2012), ECF No. 1, available at http://www.sec.gov/ litigation/ complaints/ 2012/ comp22252.pdf; ; Criminal Information, United States v. Smith & Nephew ple. No. 12-cr-30 (D.D.c. Feb. 6, 2012), ECF No. 1, available at http://www justice.gov/criminal/fraud/ fcpa/cases/smith-nephew/20 12-02-06-s-n-information.pdf; Complaint, SEC v. Johnson & Johnson, supra note 131; Criminal Information, United States v. DePuy, supra note 131; Complaint, SEC v. Maxwell Technologies Inc., No. 11-cv-258 (D.D.C. Jan. 31, 201 1), ECF No. 1 [hereinafter SEC v. Maxwell Technologies| , available at http ://Wwwwssec. gov/ litigation/ complaints/ 2011/comp21 832.pdf; Criminal Information, United States v. Maxwell Technologies Inc., No. 11-cr-329 (S.D. Cal. Jan. 31, 2011), ECF No. 1, available at http://www,justice.gov/criminal/ fraud/ fcpa/ cases/maxwell/01-3 1-1 1maxwell-tech-info. pdf; ; Complaint, SEC y. Transocean, Inc., No. 10-cv-1891 (D.D.c. Nov. 4, 2010), ECF No. 1, available at http ://www.sec.gov/litigation/complaints/20 10/ comp2 1725.pdf; Criminal Information, United States v. Transocean, Inc., No. 10-cr-768 (S.D. Tex. Nov. 4, 2010), ECF No. 1, available at http ://www.justice.gov/criminal/fraud/fcpa/cases/transocean-inc/1 1- 04-10transocean-info.pdf. HOUSE_OVERSIGHT_022615