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In the Matter of Bristow Group Inc.

 
:
Bristow Group Inc.
:
SEC Civil
:
September 26, 2007
:
In the Matter of Bristow Group Inc.
:
In the Matter of Bristow Group Inc., SEC Administrative Proceeding File No. 3-12833 (September 26, 2007)
:
Bristow Group submitted an offer of settlement in anticipation of the SEC's institution of cease-and-desist proceedings. The SEC accepted this offer, and Bristow Group consented to the entry of an order instituting the cease-and-desist proceedings and imposing a cease-and-desist order.
:
Transportation-Airline
:
Nigeria
:
2003; 2004
:
Tax officials (Nigerian Delta State government; Nigerian Lagos State government)
:
Bristow Group settled this action with the SEC without admitting or denying the following facts alleged in the SEC's order:
Bristow Group, Inc. ("Bristow"), through its wholly-owned U.S. subsidiary, AirLog International, Ltd. ("AirLog") and a Nigerian entity partially owned by Bristow, Pan African Airlines Nigeria Ltd. ("PAAN"), made payments in 2003 and 2004 to two state tax officials to reduce the annual expatriate employment taxes due to the state governments by PAAN. At the end of each year, the state government assessed taxes against PAAN, which negotiated with the state tax officials to reduce the tax in exchange for cash payments to the tax officials. The state government then issued new tax demand letters reflecting the lower amount without the separate payments. By this process, PAAN reduced its tax payment from $1,358,940.00 to $121,700.00. Taking into account the $423,300.00 payment, the company saved $873,940.00. The payment to the officials as well as the tax payments were booked in Bristow's books and records as legitimate "payroll tax expenses." During the same time period, additional Bristow affiliates, not listed in the U.S. or organized under U.S. laws, made similar payments to Nigerian tax officials.

In September 2007, Bristow consented to the entry of an SEC cease-and-desist order finding that the company improperly accounted for the cash payments to the government officials, recording them in their books and records as legitimate tax expenses, and had insufficient internal controls. In addition, the company also underreported its payroll expenses to the Nigerian government and, as a result, improperly reported its payroll expenses in its books and records. As the financials of the additional Bristow affiliates not subject to the FCPA were consolidated with Bristow's financials, the order also stated that the company's books and records were inaccurate with respect to payments made by those entities.
:
Anti-bribery (Issuer), Books and records (Issuer), Internal controls (Issuer)
:
Injunction/Cease and desist
:
Bristow Group was ordered to cease and desist from committing or causing any violations and future violations of Sections 30(A), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, and 13a-13 thereunder.
:
Not stated.
:
0
:
U.S.
:
Tax
:
873,940
:
Cash
:
Direct
:
423,300
:
Nigeria
:
No
:
No