Bringing Fairness to FCPA Settlements: Protecting the Corporate Form through Respondeat Inferior Subsidiary Liability
Abstract
The 2012 United States Department of Justice (DOJ) and Securities Exchange Commission (SEC) resource guide to the FCPA (Guide) suggests two theories for imposing liability on an issuer for violations of the FCPA committed by one of its subsidiaries. First, a parent can be found to have directed a violation of the FCPA if it “participated sufficiently” in a subsidiary’s actions. Second, a parent will be found liable if it is found to control the subsidiary under principles of respondeat superior. In that case, a parent will be held liable if any agent under its control engages in a violation of the Act.
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