U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22450 / August 16, 2012
Securities and Exchange Commission v. Oracle Corp., Civil Action No. CV-12-4310 CRB (N.D.Cal. August 16, 2012)
SEC CHARGES ORACLE CORPORATION WITH FCPA VIOLATIONS RELATED TO SECRET SIDE FUNDS IN INDIA
The Securities and Exchange Commission today charged Oracle Corporation with violating the Foreign Corrupt Practices Act (FCPA) by failing to prevent a subsidiary from secretly setting aside money off the company's books that was eventually used to make unauthorized payments to phony vendors in India.
The SEC alleges that certain employees of the Indian subsidiary of the Redwood Shores, Calif.-based enterprise systems company structured transactions with India's government on over a dozen occasions in a way that enabled Oracle India's distributors to hold approximately $2.2 million of the proceeds in unauthorized side funds. Those Oracle India employees then directed the distributors to make payments out of these side funds to purported local vendors, several of which were merely storefronts that did not provide any services to Oracle. Oracle's subsidiary documented certain payments with fake invoices.
Oracle agreed to pay a $2 million penalty to settle the SEC's charges.
According to the SEC's complaint filed in U.S. District Court for the Northern District of California, the misconduct at Oracle's India subsidiary, Oracle India Private Limited, occurred from 2005 to 2007. Oracle India sold software licenses and services to India's government through local distributors, and then had the distributors "park" excess funds from the sales outside Oracle India's books and records.
For example, according to the SEC's complaint, Oracle India secured a $3.9 million deal with India's Ministry of Information Technology and Communications in May 2006. As instructed by Oracle India's then-sales director, only $2.1 million was sent to Oracle to record as revenue on the transaction, and the distributor kept $151,000 for services rendered. Certain other Oracle India employees further instructed the distributor to park the remaining $1.7 million for "marketing development purposes." Two months later, one of those same Oracle India employees created and provided to the distributor eight invoices for payments to purported third-party vendors ranging from $110,000 to $396,000. In fact, none of these storefront-only third parties provided any services or were included on Oracle's approved vendor list. The third-party payments created the risk that the funds could be used for illicit purposes such as bribery or embezzlement.
The Commission's complaint, filed in the federal district court for the Northern District of California, charges Oracle with violating Sections 13(b)(2)(A) and (B) of the Securities Exchange Act of 1934. Oracle has agreed to settle the SEC's charges without admitting or denying the allegations. Oracle has consented to the entry of a final judgment permanently enjoining it from violating Sections 13(b)(2)(A) and (B) of the Exchange Act, and requiring it to pay a $2 million civil penalty. The settlement takes into account Oracle's voluntary disclosure of the conduct in India and its cooperation with the SEC's investigation, as well as remedial measures taken by the company, including firing the employees involved in the misconduct and making significant enhancements to its FCPA compliance program.