布鲁克违反美国《反海外腐败法》 支付240万美元和解
本周一，美国证券交易委员会（简称：SEC）控诉布鲁克公司给负责购买公司产品的中国政府官员支付观光旅游和购物费用，违反了美国《反海外腐败法》。布鲁克同意支付约240万美元解决美国证券交易委员会的指控。
SEC表示，布鲁克公司在此次事件中自行报告了其不当行为，并且配合调查。
2012年3月，布鲁克在一个美国证监会文件中提到，布鲁克光学公司中国区工作人员因不遵守公司政策和行为准则而被辞退。
SEC星期一表示，由于布鲁克公司缺乏监管力度，导致未能有效阻止中国分公司的这笔23万美元贿款，而是将它们记为合法的商业和营销费用。布鲁克公司从与中国国有企业签下的合同中已获得170万美元的利润。
美国证券交易委员会的FCPA主管Kara Brockmeyer说：“布鲁克的内部管理松懈导致其在中国办事处的员工制造假‘合作协议’，直接贿赂政府官员并为官员的旅游开支。”
布鲁克用假协议来支付到法兰克福和巴黎的官方购物旅行，也有一些官员到纽约和洛杉矶的旅行。其中有与商业活动无关的旅行，也有到捷克共和国、挪威、瑞典、瑞士、意大利的观光旅行。布鲁克对给政府官员金钱的辩词是“合理和善意的”，直接关系到“推广、示范、或产品和服务的说明”。布鲁克用假协议支付非商务旅游并不属于例外。
SEC指出，布鲁克违反公司内部准则和《1934年证券交易法》的文件规定。布鲁克公司对指控既未承认也未否认，但是同意支付240万美元来终止这场指控，其中包括170万美元的非法所得、31万美元判决前利息以及37万美元的罚款。
SEC的指控是根据《1934年证券交易法》（版本号73835）、会计和审计执法（版本号3611）和行政诉讼文件（编号3-16314），更多详情请点击：http://www.sec.gov/litigation/admin/2014/34-73835.pdf
Bruker Corporation pays $2.4 million in FCPA settlement with the SEC
By AuthorRichard L. Cassin | DateTuesday, December 16, 2014 at 7:28AM
The Securities and Exchange Commission Monday charged Bruker Corporation with violating the Foreign Corrupt Practices Act by paying for sightseeing trips and shopping expenses for Chinese government officials responsible for buying the company's products.
Bruker agreed to pay about $2.4 million to settle the SEC’s charges.
The SEC used an administrative order to settle the case and didn't go to court.
Billerica, Massachusetts-based Bruker makes scientific instruments. It self-reported its misconduct and "provided extensive cooperation during the SEC’s investigation," the SEC said.
In March 2012, Bruker said in an SEC filing that it fired workers at its Bruker Optics subsidiary in China and Hong Kong who failed to comply with "corporate policies and standards of conduct." It also terminated third-party agents.
The SEC said Monday Bruker "lacked sufficient internal controls to prevent and detect approximately $230,000 in improper payments out of its China-based offices that falsely recorded them in books and records as legitimate business and marketing expenses."
Bruker made about $1.7 million in profits from bribe-tainted contracts with state-owned enterprises, the SEC said.
Kara Brockmeyer, chief of the SEC enforcement division’s FCPA unit, said: “Bruker’s lax internal controls allowed employees in its China offices to enter into sham ‘collaboration agreements’ to direct money to foreign officials and send officials on sightseeing trips around the world."
A Bruker office in China paid more than $111,000 to Chinese government officials under a dozen "suspicious collaboration agreements" that didn't require any work from the Chinese state-owned enterprises.
Bruker used the sham agreements to pay for one official's shopping trips to Frankfurt and Paris. Some officials went to New York and Los Angeles. The travel had no business purpose. There were also sightseeing trips to the Czech Republic, Norway, Sweden, Switzerland, and Italy, the SEC said.
An affirmative defense in the FCPA allows companies to pay foreign officials for expenses that are “reasonable and bona fide” and relate directly to “the promotion, demonstration, or explanation of products or services." 15 U.S.C. §§ 78dd-1(c)(2)(A) and 78dd-2(c)(2)(A). Bruker's payments under sham agreements for non-business travel didn't fall within the exception.
The SEC’s administrative order found that Bruker violated the internal controls and books and records provisions of the Securities Exchange Act of 1934. The company agreed to pay $1,714,852 in disgorgement, $310,117 in prejudgment interest, and a $375,000 penalty.
Bruker consented to the order without admitting or denying the findings.
The SEC said it "considered the company’s significant remedial acts as well as its self-reporting and cooperation with the investigation when determining a settlement."
Bruker Corporation trades on NASDAQ under the symbol BRKR.
The SEC's order as Securities and Exchange Act of 1934 Release No.73835, Accounting and Auditing Enforcement Release No. 3611, and Administrative Proceeding File No. 3-16314 (all dated December 15, 2014)is here (pdf).
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