Technip S.A. deferred prosecution agreement and SEC settlement (2010)

The deferred prosecution agreement

DOJ filed a two-count criminal information against Technip in the Southern District of Texas on 28 June 2010 ^1,3. Count one charged conspiracy under 18 U.S.C. 371 to violate the FCPA anti-bribery provisions ³. Count two charged a violation of the anti-bribery provisions under 15 U.S.C. 78dd-1, the section that covers issuers ³. DOJ said Technip's American Depositary Shares traded on the New York Stock Exchange from 2001 to 2007 ¹.

Under the agreement, DOJ deferred prosecution for two years and seven calendar days ². DOJ could extend the term by up to one year after a knowing violation ². Technip agreed to retain an independent compliance monitor for two years and to cooperate in ongoing investigations ¹.

The agreement lists the factors DOJ weighed ². They were Technip's cooperation, its remedial measures including an enhanced compliance programme, its agreement to keep cooperating, and the collateral consequences of a guilty plea or conviction ².

What Technip admitted

Paragraph 2 of the agreement says "Technip admits, accepts, and acknowledges that it is responsible under United States law for the acts of its employees, subsidiaries, and agents as set forth in the Statement of Facts" ². It says the facts in that attachment "are true and accurate" ². Technip agreed it would "neither contest the admissibility of, nor contradict" the statement of facts in any later proceeding ².

DOJ said Technip, KBR and two other companies formed a four-company joint venture ¹. Between 1995 and 2004 the venture won four contracts from Nigeria LNG Ltd. to build LNG facilities on Bonny Island, valued at more than US$6 billion ¹. DOJ said the joint venture paid about US$132 million to a Gibraltar company controlled by agent Jeffrey Tesler and more than US$50 million to a Japanese trading company ¹. DOJ said, according to court documents, that Technip intended some of those payments to fund bribes to Nigerian officials ¹.

The SEC settlement

The SEC charged Technip with violating the anti-bribery, books and records and internal controls provisions of the Securities Exchange Act of 1934 ⁴. It said Technip became a U.S. issuer in August 2001 ⁴. The SEC alleged that the partners formed a "Cultural Committee" of senior sales executives to plan the bribery and that payments to the two agents exceeded US$180 million ⁴. It alleged that Technip's due diligence on the agents was a "perfunctory exercise" ⁴.

Technip consented to a permanent injunction "Without admitting or denying the SEC's allegations" ⁵. The SEC litigation release gives US$98 million in disgorgement and prejudgment interest as one figure ⁵. The SEC press release describes US$98 million in disgorgement "plus prejudgment interest" ⁴. This page reports the figure as the SEC litigation release states it.

Status

On 3 August 2012 DOJ moved before Judge Keith P. Ellison to dismiss the information with prejudice ³. The motion said Technip had paid the US$240 million penalty in instalments ending in February 2012 ³. It said Technip had "met fully its obligation of cooperating" and adopted a new ethics and compliance programme ³. The motion said Technip did not oppose it ³. This page has not read the signed dismissal order.

This page has not found an official or named-reporter source on any settlement between Technip and the Federal Government of Nigeria, so it does not report one.

Related cases

DOJ said that with the Technip resolution, US$917 million in penalties had been obtained across the DOJ and SEC investigations ¹. See the records for Kellogg Brown & Root and Halliburton (February 2009), Snamprogetti and ENI (July 2010), JGC (April 2011) and Marubeni (January 2012).