Or he had a personal friendship. The former managing director company’s operations and financial condition. A company’s repeatedly made false representations to his employer about financial statements should be complete and fairly repre- the transaction and the ownership interests involved. sent the company’s financial condition.’” Thus, under US. GAAP, any payments to foreign government officials must Conspiracy and Aiding and Abetting Liability be properly accounted for in a company’s books, records, As with the FCPA’s anti-bribery provisions, compa- and financial statements. nies (including subsidiaries of issuers) and individuals may US. laws, including SEC Rules, require issuers to face criminal liability for conspiring to commit or for aid- undergo an annual external audit of their financial statements ing and abetting violations of the accounting provisions. and to make those audited financial statements available to For example, the subsidiary of a Houston-based the public by filing them with SEC. SEC Rules and the rules company pleaded guilty both to conspiring to commit and and standards issued by the Public Company Accounting to aiding and abetting the company’s books and records Oversight Board (PCAOB) under SEC oversight, require and anti-bribery violations.*” The subsidiary paid bribes external auditors to be independent of the companies that of over $4 million and falsely characterized the payments they audit. Independent auditors must comply with the rules as “commissions, “fees, or “legal services” consequently and standards set forth by the PCAOB when they perform causing the company’s books and records to be inaccurate. an audit of a public company. These audit standards govern, Although the subsidiary was not an issuer and therefore for example, the auditor’s responsibility concerning material could not be charged directly with an accounting violation, errors, irregularities, or illegal acts by a client and its officers, it was criminally lia