Or to companies whose stock trades in the over-the-counter Civil Liability for Individuals and Other Entities market in the United States and which file periodic reports Companies (including subsidiaries of issuers) and with the Commission, such as annual and quarterly reports. individuals may also face civil liability for aiding and abet- Unlike the FCPA’s anti-bribery provisions, the accounting ting or causing an issuer’s violation of the accounting pro- provisions do not apply to private companies.” visions.”** For example, in April 2010, SEC charged four Although the FCPA’s accounting requirements are individuals—a Country Manager, a Senior Vice President directed at “issuers, an issuer’s books and records include of Sales, a Regional Financial Director, and an International those of its consolidated subsidiaries and affiliates. An issu- Controller of a U.S. issuer—for their roles in schemes to er’s responsibility thus extends to ensuring that subsidiaries bribe Kyrgyz and Thai government officials to purchase or affiliates under its control, including foreign subsidiar- tobacco from their employer. The complaint alleged that, ies and joint venture partners, comply with the accounting among other things, the individuals aided and abetted the provisions. For instance, DOJ and SEC brought enforce- issuer company’s violations of the books and records and ment actions against a California company for violating the internal controls provisions by “knowingly provid[ing] FCPA’s accounting provisions when two Chinese joint ven- substantial assistance to” the parent company.’ All four tures in which it was a partner paid more than $400,000 in executives settled the charges against them, consenting to bribes over a four-year period to obtain business in China.” the entry of final judgments permanently enjoining them Sales personnel in China made the illicit payments by obtain- from violating the accounting and anti-bribery provisions, ing cash advances from accounting pe