Business Law

Arbitration tribunals hearing international contract dispute cases such as Marlwood and World Duty Free have imposed a drastic remedy on a party by:

Refusing to enforce contracts induced by bribery

Most nation place restrictions on advertising "sin products" such as:

tobacco and liquor

After enactment of the FCPA, various multinational treaties were signed to fight governmental corruption. They include:

The UN Convention against Corruption.

Honduras has special laws which protect local, independent agents representing foreign companies. These are patterned after Paraguay's laws. A local agent (Guillermo) who works for Company A in the US is terminated. He claims his contract termination violated his contract which allowed termination only for "just cause" without a statutory payment. Which of the below items would the US company correctly claim you consider to be "just cause" sufficient to allow his "just cause" termination at least cost?

Honduras itself will set forth in the law what the "good cause" phrase means.

Often courts have to decide if advertiser's claims are deceptive or merely:

Vague exaggerations called "puffing."

Company A operates in Brazil through its designated foreign sales agent Fred who works under a standard written contract covered by the FCPA. Fred makes 8.00% commission plus "reasonable expenses" under this arrangement for funds received from sales he generates. What are some "red flags" which Company A should be careful to consider if it is concerned Fred is acting illegally?

Fred asks for periodic "extraordinary" expense reimbursement.

The Latin phrase "caveat emptor" is a leading principle of law in determining appropriateness of advertising claims. It means:

Let the buyer beware

The Canadian province of Quebec has statutes in place intended to promote French culture and protect French heritage there called:

They are not: The Quebec-Canada Language Treaty or Canadian dual-language laws.

In addition to its anti-bribery provisions, the FCPA also contains:

Accounting and record-keeping requirement mandating accuracy.

The FCPA allows a US company to offer a foreign government official financial value to perform routine, administrative acts not involving the official's exercise of discretion. These offers are called:

Facilitating payments.

Vanessa is the Chief Financial Officer for a US company. It is a large multinational company whose annual revenues exceed $5.0B and its shares are trade on the New York Stock Exchange. The FCPA accounting and record-keeping provisions clearly apply to the company. A first ever Securities and Exchange audit in the US home office reveals that several payments to unidentified individuals in foreign entities in different countries were lumped together as "Other Miscellaneous Expenses" and stated as $20,000 on one line item with no further explanation. The SEC states this is likely a FCPA violation. What is Vanessa's best response?

. The matter will be investigated further and will get back with SEC by a stated deadline

Texas Drilling Company (TDC) in Dallas wins a contract to provide offshore drilling services to an agency of the Indian government. It must have an onshore office in Mumbai and a full technical crew ready to begin drilling in 6 weeks. As president of TDC, you know the Indian government moves slowly and you consider paying "grease money" to appropriate Indian government officials. The items you are considering are: 1) payments to the harbor cargo inspectors to allow quicker unloading of drilling rig equipment on vessels; 2) special payments fees to state-owned utility companies to hook up power at TDC's local office; 3) all-expenses paid trip to London for officials awarding the contract to TDC; 4) tuition payments to designated local schools of children of Indian government officials; 5) cash payment to immigration officials for fast processing of TDC employee visa requests. Which of the above are likely "allowed" facilitating payments under FCPA?

1,2,and5

A large American retailer decides to enter the Mexican market for the first time. It opens up over 1,000 stores in that country in less than 3 years. It is accused by American journalists of FCPA violations by extending bribes to many local Mexican government officials to obtain the quick purchase of local business operating licenses and building occupancy permits. The company denies all such accusations. Which is it best defense to such accusations?

All of the acts in question involving any payments were for "facilitating payments" intended only to expedite the store-opening process.

A US company doing business in Latin America through an independent agent there may have contractual provisions allowing termination of their contractor agreement for any reason. This may not be valid under various state laws which "override" or suppress the private contract provisions. These laws usually:

Are intended to protect the interests of the local agent-contractor and local small businesses.

John goes to a local car dealer in Atlanta and wishes to buy a good, used car. The salesman tells him "This car is fantastic. It is especially good for attracting interest from local females, who like successful guys like you." He also shows him the odometer indicating the car has only 14,000 miles on it. John buys the car. His mechanic later tell him the car had the odometer turned back and actually had 84,000 miles on it, John also sees no difference in interest from local girls. Can he sue the car dealer for one or both of the fraudulent/deceptive advertising and misrepresentation made by its salesman?

He can sue only for the misrepresentation of miles claim

The Foreign Corrupt Practices Act (FCPA) a. is a US statute which prohibits:

The offering of a "bribe" or "anything of value" to a foreign government official.