^* Alexandra Wrage is the President and Founder of TRACE, an international non-profit membership association working with companies to raise their anti-bribery compliance standards. TRACE provides anti-bribery compliance tools and services to its members, which are currently comprised of more than 1,100 members in more than 100 countries.

^* This text was reproduced and reformatted from the text available at the U.S. Securities and Exchange Commission website: (visited March 10, 2009) <http://www.sec.gov/litigation/complaints/2008/comp20829.pdf>

¹ 15 U.S.C. §§ 78dd-1, et seq. (2004).

² The largest FCPA settlement to date prior to the Siemens case was Baker Hughes US$44 million settlement with the DOJ and SEC in 2007.

³ Complaint of Securities and Exchange Commission, SEC v. Siemens Aktiengesellschaft, No. 08-cv-02167 (D.D.C. Dec. 12, 2008), available at http://www.sec.gov/litigation/complaints/2008/comp20829.pdf.

⁴ Since March 12, 2001, Siemens AG’s American Depository Shares have traded on the New York Stock Exchange (‘‘NYSE’’).

⁵ Linda, Chatman Thomsen, Director of the Securities and Exchange Commission Division of Enforcement, Statement at News Conference Announcing Siemens AG Settlement (Dec. 15, 2008), available at http://www.sec.gov/news/speech/2008/spch121508lct.htm.Google Scholar

⁶ Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Feb. 15, 1999, available at http://www.oecd.org/document/21/0,3343,en_2649_34859_2017813_1_1_1_1,00.html#Text_of_the_Convention. Prior to Germany’s adoption of the OECD convention and enactment of implementing legislation, German law did not prohibit foreign bribery and allowed tax deductions for bribes paid in foreign countries.

⁷ The FCPA’s internal controls provision requires issuers to design and maintain a system of internal accounting controls that provide reasonable assurances that, among other things, transactions are carried out in accordance with management’s authorization and permit preparation of accurate financial statements. 15 U.S.C. § 78m(b)(2)(B) (2004). To be held criminally liable, a company must ‘knowingly circumvent or knowingly fail to implement a system of internal accounting controls.‘ See id. § 78m(b)(5).

⁸ Statement of Offense, United States v. Siemens Aktiengesellschaft, No. 08-367 (D.D.C. Dec. 15, 2008), available at http://www.usdoj.gov/opa/documents/siemens-ag-stmt-of-fense.pdf.

⁹ See http://www.gsk.de/english/index.html.

¹⁰ Sentencing Memorandum, United States v. Siemens Aktiengesellschaft et al. (D.D.C. Dec. 12, 2008), available at http://www.usdoj.gov/opa/documents/siemens-sentencing-memo.pdf.

¹¹ Matthew Friedrich, Acting Assistant United States Attorney General, Transcript of Press Conference Announcing Siemens AG and Three Subsidiaries Plead Guilty to Foreign Corrupt Practices Act Violations (Dec. 15, 2008), available at http://www.usdoj.gov/opa/pr/2008/December/08-opa-1112.html.