A&O Shearman FCPA Digest | United States v. Total S.A. (E.D. Va. 2013)

Source Documents

Foreign Official
Official for a subsidiary of the National Iranian Oil Company and for an engineering company majority-owned and controlled by the Iranian government.

Nature of Business
Total S.A. is a French corporation that explores for and develops oil and gas resources worldwide. Its American Depositary Shares are registered with the SEC and listed on the New York Stock Exchange.

Influence to be Obtained
In 1995, to secure a contract with NIOC to develop oil and gas fields in Iranian territorial waters, Total met with an Iranian official to discuss unlawful payments to an intermediary whom the official designated. Total then entered into an agreement with the intermediary, which provided that the parties would execute “Consulting Service Requests,” which were to detail Total’s bribe payments at the direction of the Iranian official. Total paid approximately $16 million to the intermediary in connection with the scheme.

In 1997, in connection with the development of another gas field in Iran, Total entered into a second consulting agreement, this time with a second intermediary, who was also designated by the Iranian official. In September 1997, NIOC granted Total a 40% interest in developing the field and, over the next seven years, Total paid approximately $44 million at the Iranian official’s direction to accounts designated by the second intermediary. Total characterized these payments as “business development expenses.”

Enforcement
On May 29, 2013, the DOJ filed a criminal information charging Total with conspiracy to violate the FCPA and with violations of the books and records and internal controls provisions of the FCPA. On the same day, Total entered into a deferred prosecution agreement with the DOJ, pursuant to which the company paid a $245.2 million penalty and agreed to appoint an independent compliance monitor for three years.

In a related settlement with the SEC, Total was ordered to pay disgorgement of $153 million. French officials have also announced charges against Total for violations of French laws.