Fiat Chrysler Agrees to Pay $9.5 Million Penalty for Disclosure Violations

The Securities and Exchange Commission today announced that Fiat Chrysler Automobiles N.V., a London-based public company that sells vehicles through its Michigan-based subsidiary, agreed to settle charges that it made misleading disclosures about an internal audit of its emissions control systems.

The SEC’s order found that in February 2016, FCA represented in both a press release and an annual report that it conducted an internal audit which confirmed that FCA’s vehicles complied with environmental regulations concerning emissions.  As found in the order, FCA’s statements did not sufficiently disclose the limited scope of its internal audit, which focused only on finding a specific type of defeat device, or that the audit was not a comprehensive review of FCA’s compliance with U.S. emissions regulations. In addition, at the time FCA made these statements, engineers at the U.S. Environmental Protection Agency (EPA) and California Air Resource Board (CARB) had raised concerns to FCA about the emissions systems in certain of its diesel vehicles.

“This case demonstrates the importance of public companies providing accurate and complete information to investors,” said Joel R. Levin, Regional Director of the SEC’s Chicago Regional Office. “At a time of heightened scrutiny of automakers’ regulatory compliance, FCA provided misleading assurances to investors by not disclosing the limitations of its internal audit.”

The SEC’s order found that FCA violated the reporting provisions of the federal securities laws. Without admitting or denying the SEC’s findings, FCA agreed to cease and desist from committing violations of these provisions and to pay a $9.5 million civil penalty.

The SEC’s investigation was conducted by Michelle Muñoz Durk, Christine Jeon, Amy Hartman, and Timothy Tatman of the Chicago Regional Office and supervised by Jeffrey Shank and Daniel Michael of the Complex Financial Instruments Unit. Trial attorneys Robert Moye and Timothy Stockwell assisted with this matter.  The SEC thanks the EPA and CARB for their cooperation and assistance in this matter.