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119 circumstances were present: (1) a corporation voluntarily and fully disclosed the potential misconduct; (2) corporate principles voluntarily engaged in interviews with DOJ and provided truthful and complete information about their conduct; (3) a parent company conducted extensive pre-acquisition due diligence of potentially liable subsidiaries and engaged in significant remediation efforts post-acquisition; (A)a company provided information about its extensive compliance policies, procedures, and internal controls; (5) a company agreed to a civil resolution with the Securities and Exchange Commission while also demonstrating that criminal declination was appropriate; (6) only a single employee was involved in the improper payments; and (7) the improper payments involved minimal funds compared. to overall business revenues. 383 See Criminal Information, United States v. Peterson, supra note 8, Press Release, U.S. Dept. of Justice, Former Morgan Stanley Managing Director Pleads Guilty for Role in Evading Internal Controls Required by FCPA (Apr. 25, 2012), available at http://www.justice.gov/opa/ pr/2012/ April/ 12-crm-534.html (“After considering all the available facts and circumstances, including that Morgan Stanley constructed and maintained a system of internal controls, which provided reasonable assurances that its employees were not bribing government officials, the Department of Justice declined to bring any enforcement action against Morgan Stanley related to Peterson’s conduct. The company voluntarily disclosed this matter and has cooperated throughout the department's investigation.”); see also Press Release, U.S. Sec. and Exchange Comm., SEC Charges Former Morgan Stanley Executive with FCPA Violations and Investment Adviser Fraud (Apr. 25,2012), available at http: / www. sec.gov/news/press/2012/2012-78 htm (“Morgan Stanley, which is not charged in the matter, cooperated with the SEC’s inquiry and conducted a thorough internal investigation to determine the scope of the improper payments and other misconduct involved.”). 3% SEC Rules of Practice, 17 C.ER. § 201.102(e). 385 Deferred Pros. Agreement, In the Matter of Tenaris, S.A. (May 17, 2011), available at http ://www.sec.gov/news/press/2011/2011-1 12-dpa. pdf; see also Press Release, U.S. Sec. and Exchange Comm., Tenaris to Pay $5.4 Million in SEC’s First-Ever Deferred Prosecution Agreement (May 17, 2011), available at http ://www.sec.gov/news/press/2011/2011-112. htm. 386 See Non-Pros. Agreement, In re Tenaris, S.A. (May 17, 2011), available at http ://www.justice.gov/criminal/fraud/fcpa/cases/tenaris-sa/201 1- 03-14-tenaris.pdf. 387 See U.S. SEC. AND EXCHANGE COMM., ENFORCEMENT MANUAL § 6.2.3. (March 9, 2012), available at hetp://www.sec-gov/divisions/ enforce/enforcementmanual.pdf. 388 See id. § 6.2.4. 38 See id. § 2.6. 318 US.C. § 1514A(c). 3118 US.C. § 1513(e). 32 15 US.C. § 78u-6(a)(3). The new provision defines “original information” to mean information that: (A) is derived from the independent knowledge or analysis of a whistleblower; (B) is not known to the Commission from any other source, unless the whistleblower is the original source of the information; and (C) is not exclusively derived from an allegation made ina judicial or administrative hearing, ina governmental report, hearing, audit, or investigation, or from the news media, unless the whistleblower is a source of the information. 33.15 US.C. § 78u-6; see also Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, § 922, 124 Stat. 1376, 1841-49 (2010). 394 For detailed information about the program, including eligibility requirements and certain limitations that apply, see Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, available at http ://www.sec.gov/about/oflices/owb/dodd-frank-sec-922.pdf, and the final rules on eligibility, Exchange Act Rule 21F-8, 17 C.ER.§ 240.2 1F-8. 3% For example, the rules: (1) make a whistleblower eligible for an award if the whistleblower reports original information internally, and the company informs the SEC about the violations; (2) give whistleblowers 120 days to report information to the SEC after first reporting internally and still be treated as if he or she had reported to the SEC at the earlier reporting date , thus preserving their “place in line” for a possible whistleblower award from the SEC; and (3) provide that a whistleblower’s voluntary participation in an entity's internal compliance and reporting systems is a factor that can increase the amount of an award, and that a whistleblower’s interference with internal compliance and reporting system is a factor that can decrease the amount of an award. See Exchange Act Rule 21E, 17 C.ER. § 240.21F, 36 See Exchange Act Rule 21F-7(b), 17 C.ER. § 240.21F-7(b). 397 For example, SEC staff will not disclose a whistleblower’s identity in response to requests under the Freedom of Information Act. However, there are limits on SEC’s ability to shield a whistleblower’s identity, and in certain circumstances SEC must disclose it to outside entities. For example, in an administrative or court proceeding, SEC may be required to produce documents or other information that would reveal the whistleblower’s identity. In addition, as part of ongoing SEC investigatory responsibilities, SEC staff may use information provided by a whistleblower during the course of the investigation. In appropriate circumstances, SEC may also provide information, subject to confidentiality requirements, to other governmental or regulatory entities. Exchange Act Rule 21F-7(a), 17 CAR. 240.21F-7(a). 398 Although SEC does not have an opinion procedure release process, it has declared its decision to follow the guidance announced through DOJ’s FCPA Opinion Release Procedure. US. Sec. and Exchange Comm., SEC Release No. 34-17099 (Aug. 29, 1980), available at hetp:// www.sec.gov/news/digest/1980/dig082980.pdf. SEC Release No. 34- 17099 stated that, to encourage issuers to take advantage of the DOJ’s FCPA Review Procedure, as a matter of prosecutorial discretion, SEC would “not take enforcement action alleging violations of Section 30A in any case where an issuer has sought and obtained an FCPA Review letter from the Department, prior to May 31, 1981, stating that the Department will not take enforcement action under Section 30A with respect to the transaction involved.” Jd. The release further noted that it would revisit this policy once the DOJ had evaluated the results of the FCPA Review Procedure after its first year of operation. A second release stated that the SEC would continue to adhere to the policy announced in Release No. 34-17099. USS. Sec. and Exchange Comm., SEC Release No. 34-18255 (Nov. 13, 1981), available at http://www.sec.gov/news/ digest/1981/dig111381L.pdf. °° Both DOJ’s opinion procedure releases (from 1993 to present) and review procedure releases (from 1980- 1992) are available at http://www. justice.gov/ criminal/fraud/ fcpa/: opinion. *° The full regulations relating to DOJ’s opinion procedure are available at http ://wwwjustice.gov/criminal/fraud/fcpa/docs/frgnerpt.pdf. #198 C.ER.§ 80.1. #298 C.ER. § 80.3. #328 CER. § 80.12 (“Neither the submission of a request for an FCPA Opinion, its pendency, nor the issuance of an FCPA Opinion, shall in any way alter the responsibility of an issuer to comply with the accounting requirements of 15 U.S.C. 78m(b)(2) and (3).”). #498 CER. § 80.4. #598 C.ER. § 80.5. #698 C.ER. § 80.6. #728 CER. § 80.14(a). This non-disclosure policy applies regardless of whether DOJ responds to the request or the party withdraws the request before receiving a response. Td. #898 C.ER. § 80.6. 4998 C.ER. § 80.2. 419Ty connection with any request for an FCPA opinion, DOJ may conduct whatever independent investigation it believes appropriate. 28 CER. § 80.7. 41198 CER. § 80.15. Oncea request is withdrawn, it has no effect. However, DOJ reserves the right to retain a copy of any FCPA opinion request, documents, and information submitted during the opinion release procedure for any governmental purpose, subject to the restrictions on disclosures in 28 C.E.R. § 80.14. 41298 CER. § 80.8. 41398 CER. § 80.7. “Such additional information, if furnished orally, must be confirmed in writing promptly. The same person who signed the initial request must sign the written, supplemental information and must again certify it to be a true, correct and complete disclosure of the requested information.” /d. 41498 CLER. § 80.9 (“No oral clearance, release or other statement HOUSE_OVERSIGHT_022621