SEC Charges Deere & Co. with FCPA Violations for Bribes in Thailand

SEC Charges John Deere With FCPA Violations for Subsidiary’s Role in Thai Bribery Scheme

The Securities and Exchange Commission today announced that Deere & Company, which does business as John Deere, agreed to pay nearly $10 million to resolve SEC charges that it violated the Foreign Corrupt Practices Act (FCPA) arising out of bribes paid by its wholly owned subsidiary, Wirtgen Thailand. The company is an Illinois-based global manufacturer of agricultural machinery and heavy equipment.

The SEC’s order finds that, from at least late 2017 through 2020, Wirtgen Thailand employees bribed Thai government officials with the Royal Thai Air Force, the Department of Highways, and the Department of Rural Roads to win multiple government contracts and also bribed employees of a private company to win sales to that company. The order finds that the bribes included cash payments, massage parlor visits, and international travel for the government officials and private company employees. According to the SEC’s order, Wirtgen Thailand made approximately $4.3 million in profits as a result of these bribes. The improper payments were inaccurately recorded as legitimate expenses in Deere’s books and records.

SEC widens insider-trading case involving stolen law firm M&A info

An insider-trading scandal involving information stolen from U.S. law firm Covington & Burling about Merck & Co’s $1.85 billion acquisition of Pandion Therapeutics expanded on Tuesday, when the U.S. Securities and Exchange Commission brought civil charges against a fourth person.

The SEC accused Philip Markin, 33, of making more than $16,000 trading illegally on Pandion shares after receiving information stolen by his cousin Seth, a former FBI agent-in-training.

Keurig

There is no suggestion that this was material to any investor’s financial decisions, or even that the stock dropped. (There was a consumer class action that reached a $10 million settlement in 2022, so this really did cost the company some money, though the SEC doesn’t mention it.) It’s not even technically an “everything is securities fraud” case: Keurig is charged, not with fraud, but with violating the rule requiring it to file annual reports.

But it is close enough. If you are a public company, and you say stuff about your environmental record, and it’s wrong, investors might not care. But in the US, the SEC is the all-purpose meta-regulator, and it cares a lot about public companies’ environmental records. So if a company makes claims about recycling that are wrong, the securities regulator will get involved.

Not so Fast: Statement on In the Matter of Keurig Dr Pepper Inc.

Is a car company’s claim—proven by company speed tests—that its top-of-the-line sports car can go from 0-60 MPH in 2.9 seconds misleading if the company knows that its more conservative drivers do not press the pedal to the metal? The Commission’s settlement with Keurig Dr Pepper Inc. (“Keurig”) would suggest that it is. The Commission’s Order finds that Keurig violated Exchange Act Section 13(a) and its accompanying Rule 13a-1, which require issuers to file complete and accurate annual reports, for making an analogous claim.The disclosure standard embodied in this settlement may have the positive effect of dissuading companies from talking about immaterial items in their SEC filings, but it also will expose companies to endless second-guessing by the Commission unless they pad any statements they do make with a mountain of caveats. Accordingly, I dissent.

Convicted Nikola founder Milton owes electric truck maker $168 million, judge rules

A U.S. judge said Trevor Milton, the Nikola founder who was sentenced to four years in prison after being convicted of fraud, must pay the electric truck maker $167.7 million for making false and misleading statements about the company to the public.

In a decision on Monday, U.S. District Judge Diane Humetewa in Phoenix upheld a divided arbitration panel’s November 2023 award in Nikola’s favor.

Humetewa said the panel acted within its authority in interpreting a separation agreement that Milton entered when he resigned as Nikola chief executive in September 2020.

The panel found Milton liable to pay $121.25 million, or 97%, of Nikola’s $125 million fine from settling a U.S. Securities and Exchange Commission civil fraud case, and to cover nearly $46.5 million in legal fees and expenses.

Caroline Ellison Shouldn’t Go to Jail After FTX Collapse, Attorneys Say

Former Alameda Research CEO Caroline Ellison should be sentenced to time served and supervised release for her role in FTX’s operation and subsequent collapse, her attorneys said in a filing late Tuesday night.

Ellison, one of FTX founder Sam Bankman-Fried’s top lieutenants, testified against him at his trial last year, where he was convicted on seven counts of fraud and conspiracy. Ellison had previously pleaded guilty to fraud tied to FTX’s operation shortly after the exchange filed for bankruptcy in the fall of 2022. In Tuesday night’s filing, her attorneys noted that the Probation Department had filed a presentence report recommending three years of supervised release due to her “extraordinary cooperation with the government” and the character testimonials accompanying the submission. The presentence report also recommended that Ellison not be fined.