Bringing Fairness to FCPA Settlements: Protecting the Corporate Form through Respondeat Inferior Subsidiary Liability

March 2015

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.

Author

Peter Manda

Attorney, Peter Manda, Esq., USA

Peter Manda has been general counsel to LMCK Partners, LLC and has worked as in-house counsel to the automotive and precision instrument industries in the United States and Japan. After graduating from Temple Law School, Peter clerked at the United States Court of International Trade. Peter is currently an LLM Candidate in Executive International Business Law program at Boston University School of Law. Ha received a bachelors in Modern Persian Literature and Middle Eastern Studies from the University of Texas at Austin in 1982 and a masters in Classical Persian Literature from the University of Pennsylvania in 1989, a Masters in Public Administration and Politics from the Bloustein School at , Rutgers University in 2010, a Masters in Public Administration with a Concentration in Public Finance at the University of Pennsylvania in 2011. He has also received a Certificate in the Study of Law from the University of Pennsylvania Law School in 2011 where he concentrated his studies on securities regulation and structured finance. At the same time he completed studies in corporate finance at the Wharton School where he received a Certificate in 2011. As in-house counsel, Peter is focused on international transactions and litigation management with a focus on in-house investigations, cross-border M&A and capital growth, and supply chain management.

Company

Peter Manda, Esq.

LMCK Partners, LLC is a public private partnership focused on opportunities in distressed and disadvantaged communities. LMCK contributes to publicly-sponsored economic development initiatives for private sector participation in the Central New Jersey region. It assists sponsors in finding private equity and debt capital and restructuring and revitalization of underperforming assets. It also acts as financial advisor to real estate and property development organizations.

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Bringing Fairness to FCPA Settlements: Protecting the Corporate Form through Respondeat Inferior Subsidiary Liability

Abstract

Author

Company

Peter Manda, Esq.

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