1 Legal and enforcement framework
1.1 Which legislative and regulatory provisions govern anti-corruption in your jurisdiction, from a regulatory (preventive) and enforcement (criminal) perspective?
The Foreign Corrupt Practices Act (FCPA), enacted in 1977, governs bribery of foreign public officials and representatives of government-controlled companies (15 USC §§ 78dd-1, et seq). In general, the FCPA prohibits US issuers and their agents, US corporate entities, US citizens, nationals or residents, and foreign nationals while in the United States from “corruptly” paying, promising, authorising or offering “anything of value” to a foreign public official to “influenc[e] any act or decision of such foreign official in his official capacity” or to secure an improper business advantage (15 USC §§ 78dd-1, 78dd-2, and 78dd-3).
The FCPA also includes accounting provisions, which require US issuers to make and keep accurate books, records and accounts and to implement internal accounting controls (15 USC § 78m). Many FCPA cases also implicate federal money-laundering statutes, such as 18 USC § 1956, which prohibits, among other things, funding specified unlawful activity, such as violations of domestic or foreign anti-bribery statutes.
The International Travel Act of 1961 likewise forbids the use of US mail or interstate or foreign travel for the purpose of distributing the proceeds or committing an act in furtherance of unlawful activity (18 USC § 1952). Under the Travel Act, ‘unlawful activity’ includes bribery in violation of US law, including the FCPA.
1.2 Which bilateral and multilateral instruments on anti-corruption have effect in your jurisdiction?
The United States is a party to:
- the Organisation for Economic Co-operation and Development (OECD) Anti-bribery Convention;
- the United Nations Convention Against Corruption; and
- the Inter-American Convention Against Corruption.
1.3 Are there accessible directives or other guidance from enforcement authorities in your jurisdiction?
The US Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC) jointly issued guidance in 2012, and published an update in 2015, entitled “A Resource Guide to the U.S Foreign Corrupt Practices Act”, which addresses the hallmarks of an effective corporate compliance programme, among other things. In addition, the DOJ’s FCPA Corporate Enforcement Policy from November 2017 (updated in March 2019) describes the criteria it will apply in evaluating whether a corporate entity has an effective compliance and ethics programme, which overlap with those discussed in the Resource Guide.
1.4 Which bodies are responsible for enforcing the applicable laws and regulations? What powers do they have?
The principal federal prosecuting agencies in the United States are the DOJ and the SEC. The DOJ has authority to bring criminal prosecutions, while the SEC has authority to bring civil enforcement actions. In cases involving US issuers or their executives, employees or agents, a company or individual may be subject to parallel investigations by the DOJ and SEC. In criminal investigations, the DOJ works in conjunction with an investigating agency, such as the Federal Bureau of Investigation or the Department of Homeland Security.
The Commodity Futures Trading Commission (CFTC) recently announced an initiative to investigate and hold to account companies and individuals engaged in commodities-related bribery. The CFTC will work in partnership with the DOJ and SEC to investigate foreign bribery and prosecute overseas corruption offences, and announced that commodities companies that self-report violations of the Commodity Exchange Act involving foreign corrupt practices could receive declinations (CFTC, Enforcement Advisory, 6 March 2019).
1.5 What are the statistics regarding past and ongoing anti-corruption procedures in your jurisdiction?
Since the FCPA was enacted in 1977, the DOJ has brought over 350 enforcement actions and the SEC has brought over 200 enforcement actions.
1.6 What are the shortcomings identified in your jurisdiction’s anti-corruption legislation (including recommendations of the Organisation for Economic Co-operation and Development, where applicable)?
There has been recent criticism of the FCPA for enabling the prosecution only of bribe payers, not bribe recipients. New legislation has recently been proposed in the form of the Foreign Extortion Prevention Act, which would criminalise a foreign official’s demand for, or receipt of, a bribe. It is unknown at this time whether this legislation will be enacted.
2 Definitions and scope of application,
2.1 How is ‘public corruption’ or ‘bribery of a public official’ defined in the anti-corruption legislation?
- making a payment or offering, authorising or promising a payment or anything of value;
- to a foreign public official, foreign political party or party official, or candidate for foreign political office, directly or indirectly;
- with a corrupt intent;
- “for purposes of (i) influencing any act or decision of such foreign official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of the lawful duty of such official, (iii) securing any improper advantage or (iv) inducing such foreign official to use his influence with a foreign government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality”;
in order to obtain or retain business or direct business to any person (15 USC § 78dd-1).
2.2 How is a ‘public official’ defined in the anti-corruption legislation? How is a ‘foreign public official’ defined?
A ‘foreign official’ is defined as “any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organisation, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organisation” (15 USC § 78dd-1). The FCPA does not distinguish between low-ranking and high-level officials of foreign governments – any such foreign government employee or official may fall within the definition of ‘foreign official’.
2.3 How is ‘private corruption’ or ‘bribery in the private sector’ defined in the anti-corruption legislation?
The FCPA prohibits the bribery of a foreign public official and does not reach bribery of a private person, unless that private person is acting on behalf of a foreign official (15 USC § 78dd-1). The Travel Act makes it a crime to use a “facility in interstate or foreign commerce” with the intent to promote “any unlawful activity” and thereafter to perform “any unlawful activity” (18 USC § 1952(a)). The statute defines ‘unlawful activity’ to include “extortion [or] bribery…in violation of the laws of the State in which they are committed or of the United States” (id § 1952(b)).
2.4 How is ‘bribe’ defined in the anti-corruption legislation?
The FCPA applies only to payments made for an improper purpose to induce or influence a foreign official to use his or her position “in order to assist … in obtaining or retaining business for or with, or directing business to, any person”. This requirement is known as the ‘business purpose’ test (Department of Justice (DOJ) and Securities and Exchange Commission (SEC), “A Resource Guide to the US Foreign Corrupt Practices Act” at 12 (2012, updated 2015)).
2.5 What other criminal offences are identified and defined in the anti-corruption legislation?
While the FCPA itself does not criminalise offences beyond bribery, a criminal violation of the FCPA will often be accompanied with charges of offences such as money laundering, wire fraud, conspiracy or violation of the Travel Act (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 48–49 (2012, updated 2015)).
2.6 Can both individuals and companies be prosecuted under the anti-corruption legislation?
Both individuals and corporate entities may be held liable for bribery of a foreign official. A corporate entity may be liable “when its directors, officers, employees, or agents, acting within the scope of their employment, commit FCPA violations intended, at least in part, to benefit the company” (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 27 (2012, updated 2015)).
In recent years, US government authorities have emphasised enforcement against individuals. In 2015 the DOJ announced that investigations and prosecutions would prioritise identifying and pursuing “culpable individuals at all levels in corporate cases” (Sally Quillian Yates, DOJ, “Individual Accountability for Corporate Wrongdoing”, 9 September 2015). Among other things, the DOJ required that corporate entities report “all relevant facts relating to individuals responsible for the misconduct” in order to receive cooperation credit (id). The DOJ’s FCPA Corporate Enforcement Policy, announced in November 2017 and updated in March 2019, similarly focuses on individuals. The policy reiterates that full cooperation from a corporate entity includes disclosure of “all facts related to involvement in the criminal activity by the company’s officers, employees, or agents”. Regarding “timely and appropriate remediation” – which is also required for full cooperation credit – the policy requires corporate entities to appropriately discipline employees who were responsible for the misconduct. The SEC has similarly stated that individual liability is a fundamental aspect of FCPA enforcement.
2.7 Can foreign companies be prosecuted under the anti-corruption legislation?
Foreign companies can be prosecuted under the FCPA if they are ‘issuers’ and use the US mail or any means or instrumentalities of interstate commerce in furtherance of a corrupt payment to a foreign official. Those that are not ‘issuers’ may still be subject to the FCPA if they engage in any act in furtherance of a corrupt payment while in the territory of the United States (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 12 (2012, updated 2015)).
2.8 Does the anti-corruption legislation have extraterritorial reach?
The FCPA’s anti-bribery provisions can apply to conduct both inside and outside the United States. US persons and US businesses are prohibited from undertaking corrupt conduct that violates the FCPA anywhere in the world. US issuers are also subject to the FCPA as to the issuer’s conduct worldwide (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 12 (2012, updated 2015)).
3 Corruption and bribery
3.1 How are gifts, hospitality and expenses treated in your jurisdiction?
The Foreign Corrupt Practices Act (FCPA) applies to bribes relayed by means of “anything of value” – including hospitality, travel and entertainment expenses, among other things – if provided corruptly to a foreign public official to influence or induce such official to take an official action (or omit to take an official action) and seek to obtain or retain business. The FCPA does not place dollar limits on such expenses; however, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) issued guidelines on this topic in “A Resource Guide to the US Foreign Corrupt Practices Act” (2012, updated 2015), which state that hospitality, travel and entertainment expenses of nominal value – such as cab fares, reasonable meals and entertainment expenses – “are unlikely to improperly influence an official, and, as a result, are not, without more, items that have resulted in enforcement action by DOJ or SEC”. Large and extravagant expenses, however, may indicate a corrupt purpose, according to the Resource Guide.
3.2 How are facilitation payments treated in your jurisdiction?
The FCPA has a narrow exception for “any facilitating or expediting payment to a foreign official, political party, or party official the purpose of which is to expedite or to secure the performance of a routine governmental action by a foreign official, political party, or party official” (18 USC § 78dd-1(b)). This exception applies only to non-discretionary government acts and includes “routine governmental action” such as “processing visas, providing police protection or mail service, and supplying utilities like phone service, power, and water” (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 25 (2012, updated 2015)).
3.3 How is bribery through intermediaries and other third parties treated in your jurisdiction? Can those third parties be held liable?
Bribery through intermediaries and other third parties is penalised under the FCPA. Companies, through traditional principles of agency, may be held liable for the corrupt acts of third parties if the company participated in the third parties’ improper conduct or directed the third parties’ conduct (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 21 (2012, updated 2015)). The third parties themselves may also be held liable under the FCPA if certain requirements are met.
3.4 Can a company be held liable for bribery committed by management or other employees?
A company may be held liable “when its directors, officers, employees, or agents, acting within the scope of their employment, commit FCPA violations intended, at least in part, to benefit the company” (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 27 (2012, updated 2015)).
3.5 Can a company be held liable for bribery committed by domestic or foreign subsidiaries?
The DOJ and the SEC have jurisdiction to enforce the FCPA’s anti-bribery provisions against any of three sets of persons and entities:
- ‘issuers’, along with their officers, directors, employees, agents and shareholders;
- ‘domestic concerns’, along with their officers, directors, employees, agents and shareholders; and
- persons other than issuers or domestic concerns acting “while in the territory of the United States” (15 USC §§ 78dd-1, 78dd-2, 78dd-3).
‘Issuers’ are entities that either:
- have a class of securities registered under § 12 of the Securities Exchange Act; or
- are required to file reports with the SEC pursuant to § 15(d) of the Securities Exchange Act (15 USC § 78dd-1).
Foreign companies that list American depositary receipts (ADRs) on US exchanges are considered issuers; but foreign companies that trade ADRs over the counter without registration or § 15(d) filings are not issuers under the FCPA (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 25 (2012, updated 2015)). Although the FCPA’s accounting requirements are directed at ‘issuers’, an issuer’s books and records include those of its consolidated subsidiaries and affiliates. An issuer’s responsibility thus extends to ensuring that subsidiaries comply with the accounting provisions (id at 43).
3.6 Post-merger or acquisition, can a successor company be held liable for bribery committed by legacy companies?
A successor company may be held liable for bribery committed by legacy companies under the FCPA. Pursuant to a 2018 announcement by the Department of Justice, the FCPA Corporate Enforcement Policy will apply to companies that uncover corrupt conduct through due diligence in advance of an acquisition, as well as to companies that learn of such conduct subsequent to an acquisition (Harvard Law School, FCPA Successor Liability, August 2018).
4.1 Is implementing an anti-corruption compliance programme a regulatory requirement in your jurisdiction?
Companies are generally not required to have an anti-corruption compliance programme under US laws or regulations. However, in determining both whether to initiate an investigation and how to charge a corporation, the US government will consider the corporation’s remedial actions, including any efforts to implement an effective corporate compliance programme (Department of Justice (DOJ) and Securities and Exchange Commission (SEC), “A Resource Guide to the US Foreign Corrupt Practices Act” at 53 (2012, updated 2015)). US issuers, by contrast, are required to implement internal controls designed to provide reasonable assurances that transactions are executed properly and not in violation of anti-bribery laws (15 USC § 78m(b)(2)(B)).
4.2 What compliance best practices should a company implement to mitigate the risk of anti-corruption violations?
The DOJ and SEC recognise that an effective corporate compliance programme must be tailored to each company’s own needs, risk and challenges, but should have the following elements:
- Senior and middle management should show a commitment to a ‘culture of compliance’ and clearly articulate a policy against corruption. Employees should be aware that any criminal conduct will not be tolerated.
- The company should have a written code of conduct and compliance policies and procedures.
- The company should have an autonomous and adequately resourced compliance function.
- One or more senior executives should be assigned to oversee the compliance programme and be provided with sufficient autonomy, authority and resources, including adequate funding and experienced personnel.
- The compliance programme should analyse the company’s risk and be tailored to those risks.
- The company should provide training on its compliance policies and offer continuing advice concerning those policies.
- The company should have clear disciplinary procedures for compliance violations and offer positive incentives to drive compliant behaviour.
- The company should engage in due diligence of third parties and monitor those relationships, including payments to third parties.
- The company should have a mechanism for confidential reporting of violations and a procedure for conducting internal investigations.
- The company should seek to continuously improve its compliance programme by periodically reviewing and testing its controls through audits (DOJ, FCPA Corporate Enforcement Policy, March 2019; DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 57–62 (2012, updated 2015)); DOJ, Evaluation of Corporate Compliance Programs, April 2019).
4.3 Which books and records requirements have relevance in the anti-corruption context?
The Foreign Corrupt Practices Act’s (FCPA) accounting provisions require issuers to make and keep accurate books and records, and to devise and maintain an adequate system of internal accounting controls. The books and records provision, in particular, requires issuers to “make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the issuer” (15 USC § 13(b)(2)(A)). The term ‘reasonable detail’ is defined as the level of detail that would “satisfy prudent officials in the conduct of their own affairs” (15 USC § 78m(b)(7)). The accounting provisions also prohibit individuals and businesses from knowingly falsifying books and records or knowingly circumventing or failing to implement a system of internal controls. A common example of a books and records violation is the recording of a payment of a cash bribe in corporate records as a legitimate expense, such as a ‘consulting fee’ (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 38 (2012, updated 2015)).
4.4 Are companies obliged to report financial irregularities or actual or potential anti-corruption violations?
There is no general requirement under US law that companies report financial irregularities or actual or potential anti-corruption violations. However, in both civil and criminal FCPA cases the government considers self-reporting when determining an appropriate punishment (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 54 (2012, updated 2015)).
4.5 Does failure to implement an adequate anti-corruption programme constitute a regulatory and/or criminal violation in your jurisdiction?
A failure to implement an adequate anti-corruption programme is not a criminal violation in the United States. However, failure to establish an adequate books and records programme or adequate internal control provisions could constitute a regulatory violation (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 38–39 (2012, updated 2015)).
5.1 Can companies that voluntarily report anti-corruption violations or cooperate with investigations benefit from leniency in your jurisdiction?
Companies can, and are encouraged by US authorities to, voluntarily report anti-corruption violations and cooperate with ongoing investigations. Both the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) will consider self-reporting and cooperation when determining an appropriate punishment, if a violation is confirmed (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 54 (2012, updated 2015)). Under the DOJ’s Principles of Federal Prosecution of Business Organizations, federal prosecutors are instructed to consider a company’s voluntary and timely disclosures, as well as its willingness to provide relevant information, along with any remedial measures that demonstrate a commitment to correcting the misconduct. Similarly, the SEC’s framework for evaluating cooperation by companies instructs the SEC to consider self-reporting, remediation measures and cooperation with law enforcement authorities (id at 54-55).
5.2 Can the existence of an anti-corruption compliance programme constitute a defence to charges of anti-corruption violations?
A compliance programme will not eliminate liability for a bribery offence, but may serve as a mitigating factor in determining whether to bring charges against the corporate entity and in how to settle a matter. In corporate settlements, the quality of the compliance programme can influence the form of the settlement (ie, as a non-prosecution agreement, deferred prosecution agreement or guilty plea), the quantum of financial penalty and the type of remedial requirements, including whether to require an independent compliance monitor, among other things. Guidance has been issued to address hallmarks of an effective compliance programme (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 53 (2012, updated 2015); FCPA Corporate Enforcement Policy, March 2019).
5.3 What other defences are available to companies charged with anti-corruption violations?
The Foreign Corrupt Practices Act (FCPA) sets forth two affirmative defences:
- Local law defence: “the payment, gift, offer, or promise of anything of value that was made, was lawful under the written laws and regulations of the foreign official’s, political party’s, party official’s, or candidate’s country” (15 USC § 78dd-1(c)(1)).
- Reasonable and bona fide expenditures defence: “the payment, gift, offer, or promise of anything of value that was made, was a reasonable and bona fide expenditure, such as travel and lodging expenses, incurred by or on behalf of a foreign official, party, party official, or candidate and was directly related to—(A) the promotion, demonstration, or explanation of products or services; or (B) the execution or performance of a contract with a foreign government or agency thereof” (15 USC § 78dd-1(c)(2)).
In addition, payments to foreign public officials made as a result of extortion or duress do not trigger liability under the FCPA. While this defence is not explicitly stated in the statute, courts and Congress have recognised that payments made in the face of threats to health and safety cannot be made with the requisite corrupt intent (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 27 (2012, updated 2015)). However, economic coercion, such as a threat to restrict a company’s entrance to a marketplace, does not qualify under this defence (id).
5.4 Can companies negotiate a pre-trial settlement through plea bargaining, settlement agreements or similar?
Yes. The Principles of Federal Prosecution set out the considerations to be weighed when the government is considering whether to enter into a plea agreement with a defendant (US Attorneys’ Manual § 9-27.420). Pursuant to the principles, the DOJ may agree to resolve criminal FCPA matters through a declination or, in appropriate cases, a negotiated resolution resulting in a plea agreement, deferred prosecution agreement or non-prosecution agreement. For the DOJ to consider a plea agreement, the company would be required to admit to the facts supporting the charges, admit guilt, and agree to be convicted of the charged crimes (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 74 (2012, updated 2015)).
5.5 What penalties can be imposed for violations of the anti-corruption legislation? Can non-exhaustive penalties be imposed for such violations (eg, exclusion from public procurement, exclusion from entitlement to public benefits or aid, disqualification from the practice of certain commercial activities, judicial winding up)?
For each criminal violation of the anti-bribery provisions, the FCPA provides that corporations and other business entities are subject to a fine of up to $2 million. Individuals – including officers, directors, stockholders and agents – are subject to a fine of up to $250,000 and imprisonment for up to five years. For each violation of the accounting provisions, the FCPA provides that corporations and other business entities are subject to a fine of up to $25 million. Individuals are subject to a fine of up to $5 million and imprisonment for up to 20 years (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 68 (2012, updated 2015)). Under the Alternative Fines Act (18 USC § 3571(d)), courts may impose significantly higher fines – up to twice the benefit that the defendant obtained by making the corrupt payment (id). Civil violations of anti-bribery provisions are penalised by fines of up to $16,000 per violation (id at 69). For violations of the accounting provisions, the SEC may obtain a civil penalty not to exceed the greater of:
- the gross amount of the pecuniary gain to the defendant as a result of the violations; or
- a specified dollar limitation ranging from $7,500 to $725,000 (id).
Additional non-exhaustive penalties are also possible, including suspension or debarment from contracting with the federal government, cross-debarment by multilateral development banks, and the suspension or revocation of certain export privileges (id at 70).
5.6 What is the statute of limitations to prosecute anti-corruption violations in your jurisdiction?
The FCPA’s anti-bribery and accounting provisions do not specify a statute of limitations for criminal actions. Accordingly, the general five-year limitations period set forth in 18 USC § 3282 applies to substantive criminal violations of the act. However, in FCPA cases involving conspiracies, the government may be able to reach conduct occurring before the five-year limitations period, if the government can prove that one act in furtherance of the conspiracy occurred during the limitations period (DOJ and SEC, “A Resource Guide to the US Foreign Corrupt Practices Act” at 35 (2012, updated 2015)). The DOJ also has the authority to petition a court to suspend the statute of limitations for up to three years in order to obtain evidence from foreign countries (id). In civil cases brought by the SEC, the statute of limitations is set by 28 USC § 2462, which provides for a five-year limitations period, which begins to run “when the claim is first accrued” (id).
6 Trends and predictions
6.1 How would you describe the current anti-corruption enforcement landscape and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?
A few recent trends have emerged in enforcement of the Foreign Corrupt Practices Act (FCPA):
- Increased incentives to cooperate: The most significant recent change in FCPA enforcement is the Department of Justice’s (DOJ) FCPA Corporate Enforcement Policy, issued in November 2017 and updated in March 2019. The policy sets forth a presumption of declination if no aggravating circumstances are present and corporate entities provide full cooperation, including voluntary self-disclosure and timely and appropriate remediation, among other things. If the DOJ decides declination is appropriate, the corporate entity is still required to pay disgorgement, forfeiture and/or restitution, as appropriate. If the corporate entity does not meet all of those requirements for a declination, the policy provides avenues for the entity to receive up to a 50% reduction in criminal fines and to avoid the appointment of an independent compliance monitor.
- Multi-jurisdictional enforcement and investigations: The DOJ and Securities and Exchange Commission seek to closely coordinate their investigations and enforcement actions – not only between themselves, but also with foreign authorities. As other countries have implemented anti-bribery laws and/or increased enforcement of anti-corruption laws, there has been increased coordination across jurisdictions.
- Individual accountability and liability: US government authorities continue to emphasise holding individuals – not just corporate entities – accountable and liable for FCPA violations. In several recent enforcement actions against corporate entities, individuals were also criminally charged for their involvement in the bribery violations.
In 2019 a group of bipartisan legislators sponsored the Foreign Extortion Prevention Act, which would criminalise foreign officials demand for, or receipt of, bribe payments.
7 Tips and traps
7.1 What are your top tips for the smooth implementation of a robust anti-corruption compliance programme and what potential sticking points would you highlight?
Pursuant to the Department of Justice and Securities and Exchange Commission guidance on implementing effective corporate compliance programmes, smooth implementation is dependent upon committed leadership within the corporation. Companies should have dedicated compliance personnel who are charged with drafting and implementing a code of conduct, and with effectively training employees on that code of conduct. Perhaps most integral to smooth implementation is the tone at the top and middle of an organisation.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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Article by John Buretta (Cravath Swaine & Moore LLP)
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