In a complaint recently filed in Delaware Chancery Court, a shareholder of General Cable Corp. (“General Cable”) has asked the Court to compel the release of documents related to General Cable’s $82 million settlement of claims under the Foreign Corrupt Practices Act (FCPA).
In January, General Cable, a Kentucky-based industrial cable manufacturer, agreed to the $82 million settlement with the US Department of Justice and the US Securities and Exchange Commission. The DOJ and SEC alleged that between 2002 and 2013 General Cable paid approximately $13 million in bribes to secure more than $50 million in contracts in Africa and Asia. General Cable’s penalties were reduced based its voluntary disclosure of the payments and the SEC noted that there was no evidence of personal misconduct by the former CEO and CFO who had already returned millions in compensation.
In the recent shareholder complaint, the shareholder alleges that he has been improperly denied access to corporate records regarding the investigation and settlement of the FCPA claims. The shareholder previously requested, and was provided, board meeting transcripts and materials from 2011 to 2015. The shareholder alleges that General Cable has refused his subsequent requests, including requests for internal audit reports, emails, and other document related to the improper payments and the settlement with authorities. The shareholder asserts that the documents are necessary to evaluate potential steps to improve corporate governance.
Potential shareholder litigation is yet more collateral damage extending from FCPA violations. Should the shareholder be successful, there may be significant new precedent as to what investigative and settlement documents a shareholder has the right to review. Well documented compliance policies and education remain the best way to avoid FCPA violations and the ancillary challenges that so often follow.