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Petrobras Agrees to Settle Bribery Charges with SEC, DOJ, Brazilian Authorities

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Brazilian oil and gas company Petrobras has reached a settlement agreement with U.S. and Brazilian law-enforcement authorities over a massive bribery scheme, according to the Wall Street Journal.

Pursuant to the agreement, Petrobras will pay $170.6 million, to be equally split between the U.S. Securities and Exchange Commission and the U.S. Justice Department. Petrobras has also tentatively agreed to pay $682.6 million to a Brazil fund for promoting corporate transparency and compliance.

According to the Journal, the scandal came to light in 2014, when Brazilian prosecutors announced an investigation into a cartel of construction companies that had been overbilling Petrobras and bribing high-level Brazilian politicians and Petrobras executives along the way. The investigation became known as Operation Car Wash. The scandal led to multibillion-dollar losses at the company and a huge drop in its share price. It also led to the conviction and imprisonment of former Brazilian President Luiz Inácio Lula da Silva and top business executives.

In an order dated today, the SEC charged that, between 2004 and 2012, corrupt executives of Petrobras “conspired with Brazil’s large construction companies to rig hundreds of Petrobras bids in exchange for kickbacks, a portion of which they received and a portion of which was paid to politicians and political parties in Brazil including those to whom [these executives] owed their jobs.” The SEC also charged Petrobras with making material misstatements and omissions in financial statements. According to the order, as a result of its conduct, Petrobras violated Sections 17(a)(2) and 17(a)(3) of the Securities Act; Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder; and Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act.

“Petrobras fraudulently raised billions of dollars from U.S. investors while its senior executives operated a massive, undisclosed bribery and corruption scheme,” said Steven Peikin, co-director of the Securities and Exchange Commission’s Enforcement Division.  “If an international company sells securities in the United States, it must provide truthful information about its business operations.”

Petrobras also entered into a nonprosecution agreement with the DOJ over charges under the Foreign Corrupt Practices Act.

“Executives at the highest levels of Petrobras—including members of its Executive Board and Board of Directors—facilitated the payment of hundreds of millions of dollars in bribes to Brazilian politicians and political parties and then cooked the books to conceal the bribe payments from investors and regulators,” said Assistant Attorney General Benczkowski.  “The Criminal Division’s Fraud Section—together with our partners in the Eastern District of Virginia, the SEC, and the FBI—are grateful for the assistance provided by our Brazilian law enforcement counterparts.  This case is just the most recent example of our ability to work with our foreign counterparts to investigate companies and other criminal actors whose conduct spans multiple international jurisdictions.”