Establishing Corporate Parent Liability for FCPA Violations
Olesya Sidorkina
Posted Friday, March 3, 2017

A major battle occurs between the United States Securities and Exchange Commission (“SEC”) and stock issuers over the stock issuer’s liability for the acts of others, particularly those of a subsidiary. In recent decades, the SEC has aggressively imputed liability on the parent corporation for Foreign Corrupt Practices Act (“FCPA”) violations of a subsidiary or joint venture company. This paper suggests that the SEC has devised three theories to establish corporate parent liability for a Section 30A violation of the Securities and Exchange Act of 1934 (“Exchange Act”). Part I of this paper discusses the direct knowledge or participation theory. Part II covers conscious disregard or willful blindness by the parent company. Part III illustrates the agency theory of liability, distinguishing between liability for minority and majority-owned subsidiaries, as well as discusses the application of the agency theory by utilizing respondeat superior principles. This paper addresses these theories and illustrates their application through several case examples.