I
105TH CONGRESS
2D SESSION
H. R. 4353
To amend the Securities Exchange Act of 1934 and the Foreign Corrupt
Practices Act of 1977 to improve the competitiveness of American busi-
ness and promote foreign commerce, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
JULY 30, 1998
Mr. BLILEY (for himself and Mr. OXLEY) introduced the following bill; which
was referred to the Committee on Commerce
A BILL
To amend the Securities Exchange Act of 1934 and the
Foreign Corrupt Practices Act of 1977 to improve the
competitiveness of American business and promote for-
eign commerce, and for other purposes.
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ‘‘International Anti-
Bribery and Fair Competition Act of 1998’’.
SEC. 2. AMENDMENTS TO THE FOREIGN CORRUPT PRAC-
TICES ACT GOVERNING ISSUERS.
(a) PROHIBITED CONDUCT.—Section 30A(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78dd–1) is
amended—
(1) by amending subparagraph (A) of para-
graph (1) to read as follows:
‘‘(A)(i) influencing any act or decision of
such foreign official in his official capacity, (ii)
inducing such foreign official to do or omit to
do any act in violation of the lawful duty of
such official, or (iii) securing any improper ad-
vantage; or’’;
(2) by amending subparagraph (A) of para-
graph (2) to read as follows:
‘‘(A)(i) influencing any act or decision of
such party, official, or candidate in its or his of-
ficial capacity, (ii) inducing such party, official,
or candidate to do or omit to do an act in viola-
tion of the lawful duty of such party, official,
or candidate, or (iii) securing any improper ad-
vantage; or’’; and
(3) by amending subparagraph (A) of para-
graph (3) to read as follows:
‘‘(A)(i) influencing any act or decision of
such foreign official, political party, party offi-
cial, or candidate in his or its official capacity,
(ii) inducing such foreign official, political
party, party official, or candidate to do or omit
to do any act in violation of the lawful duty of
such foreign official, political party, party offi-
cial, or candidate, or (iii) securing any improper
advantage; or’’.
(b) OFFICIALS
OF
INTERNATIONAL
ORGANIZA-
TIONS.—Paragraph (1) of section 30A(f) of such Act is
amended to read as follows:
‘‘(1)(A) The term ‘foreign official’ means any
officer or employee of a foreign government or any
department, agency, or instrumentality thereof, or of
a public international organization, or any person
acting in an official capacity for or on behalf of any
such government or department, agency, or instru-
mentality, or for or on behalf of any such public
international organization.
‘‘(B) For purposes of subparagraph (A), the
term ‘public international organization’ means—
‘‘(i) an organization that is designated by
Executive order pursuant to section 1 of the
International Organizations Immunities Act (22
U.S.C. 288); or
‘‘(ii) an international organization provid-
ing commercial communications services, as de-
fined in section 5(a) of the International Anti-
Bribery Act of 1998, except that the term ‘pub-
lic international organization’ does not include
any such international organization providing
commercial communications services that has
achieved a pro-competitive privatization.’’.
(c) ALTERNATIVE JURISDICTION OVER ACTS OUT-
SIDE THE UNITED STATES.—Section 30A of such Act (15
U.S.C. 78dd–1) is amended—
(1) by adding at the end the following:
‘‘(g) ALTERNATIVE JURISDICTION.—
‘‘(1) It shall also be unlawful for any issuer or-
ganized under the laws of the United States, or a
State, territory, possession, or commonwealth of the
United States or a political subdivision thereof and
which has a class of securities registered pursuant to
section 12 of this title or which is required to file
reports under section 15(d) of this title, or for any
officer, director, employee, or agent of such issuer or
any stockholder thereof that is a United States per-
son, acting on behalf of such issuer, to corruptly do
any act outside the United States in furtherance of
an offer, payment, promise to pay, or authorization
of the payment of any money, or offer, gift, promise
to give, or authorization of the giving of anything
of value to any of the persons or entities set forth
in paragraphs (1), (2), and (3) of subsection (a) of
this section for the purposes set forth therein, irre-
spective of whether such issuer or such officer, direc-
tor, employee, agent, or stockholder makes use of
the mails or any means or instrumentality of inter-
state commerce in furtherance of such offer, gift,
payment, promise, or authorization.
‘‘(2) As used in this subsection, the term
‘United States person’ means a national of the
United States (as defined in section 101 of the Im-
migration and Nationality Act (8 U.S.C. 1101)) or
any corporation, partnership, association, joint-stock
company, business trust, unincorporated organiza-
tion, or sole proprietorship organized under the laws
of the United States or any State, territory, posses-
sion, or commonwealth of the United States, or any
political subdivision thereof.’’;
(2) in subsection (b), by striking ‘‘Subsection
(a)’’ and inserting ‘‘Subsections (a) and (g)’’; and
(3) in subsection (c), by striking ‘‘subsection
(a)’’ and inserting ‘‘subsections (a) and (g)’’.
(d) PENALTIES.—Section 32(c) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78ff(c)) is amended—
(1) in paragraph (1)(A), by striking ‘‘section
30A(a)’’ and inserting ‘‘subsection (a) or (g) of sec-
tion 30A’’;
(2) in paragraph (1)(B), by striking ‘‘section
30A(a)’’ and inserting ‘‘subsection (a) or (g) of sec-
tion 30A’’; and
(3) by amending paragraph (2) to read as fol-
lows:
‘‘(2)(A) Any officer, director, employee, or
agent of an issuer, or stockholder acting on behalf
of such issuer, who willfully violates subsection (a)
or (g) of section 30A of this title shall be fined not
more than $100,000, or imprisoned not more than
5 years, or both.
‘‘(B) Any officer, director, employee, or agent
of an issuer, or stockholder acting on behalf of such
issuer, who violates subsection (a) or (g) of section
30A of this title shall be subject to a civil penalty
of not more than $10,000 imposed in an action
brought by the Commission.’’.
SEC. 3. AMENDMENTS TO THE FOREIGN CORRUPT PRAC-
TICES 
ACT 
GOVERNING 
DOMESTIC 
CON-
CERNS.
(a) PROHIBITED CONDUCT.—Section 104(a) of the
Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd–
2(a)) is amended—
(1) by amending subparagraph (A) of para-
graph (1) to read as follows:
‘‘(A)(i) influencing any act or decision of
such foreign official in his official capacity, (ii)
inducing such foreign official to do or omit to
do any act in violation of the lawful duty of
such official, or (iii) securing any improper ad-
vantage; or’’;
(2) by amending subparagraph (A) of para-
graph (2) to read as follows:
‘‘(A)(i) influencing any act or decision of
such party, official, or candidate in its or his of-
ficial capacity, (ii) inducing such party, official,
or candidate to do or omit to do an act in viola-
tion of the lawful duty of such party, official,
or candidate, or (iii) securing any improper ad-
vantage; or’’; and
(3) by amending subparagraph (A) of para-
graph (3) to read as follows:
‘‘(A)(i) influencing any act or decision of
such foreign official, political party, party offi-
cial, or candidate in his or its official capacity,
(ii) inducing such foreign official, political
party, party official, or candidate to do or omit
to do any act in violation of the lawful duty of
such foreign official, political party, party offi-
cial, or candidate, or (iii) securing any improper
advantage; or’’.
(b) PENALTIES.—Section 104(g) of the Foreign Cor-
rupt Practices Act of 1977 (15 U.S.C. 78dd–2(g)) is
amended—
(1) by amending paragraph (1) to read as fol-
lows:
‘‘(1)(A) Any domestic concern that violates sub-
section (a) or (i) of this section shall be fined not
more than $2,000,000.
‘‘(B) Any domestic concern that violates sub-
section (a) or (i) of this section shall be subject to
a civil penalty of not more than $10,000 imposed in
an action brought by the Attorney General.’’; and
(2) by amending paragraph (2) to read as fol-
lows:
‘‘(2)(A) Any officer, director, employee, or
agent of a domestic concern, or stockholder acting
on behalf of such domestic concern, who willfully vio-
lates subsection (a) or (i) of this section shall be
fined not more than $100,000 or imprisoned not
more than 5 years, or both.
‘‘(B) Any officer, director, employee, or agent
of a domestic concern, or stockholder acting on be-
half of such domestic concern, who violates sub-
section (a) or (i) of this section shall be subject to
a civil penalty of not more than $10,000 imposed in
an action brought by the Attorney General.’’.
(c) OFFICIALS
OF
INTERNATIONAL
ORGANIZA-
TIONS.—Paragraph (2) of section 104(h) of the Foreign
Corrupt Practices Act of 1977 (15 U.S.C. 78dd–2(h)) is
amended to read as follows:
‘‘(2)(A) The term ‘foreign official’ means any
officer or employee of a foreign government or any
department, agency, or instrumentality thereof, or of
a public international organization, or any person
acting in an official capacity for or on behalf of any
such government or department, agency, or instru-
mentality, or for or on behalf of any such public
international organization.
‘‘(B) For purposes of subparagraph (A), the
term ‘public international organization’ means—
‘‘(i) an organization that is designated by
Executive order pursuant to section 1 of the
International Organizations Immunities Act (22
U.S.C. 288); or
‘‘(ii) an international organization provid-
ing commercial communications services, as de-
fined in section 5(a) of the International Anti-
Bribery Act of 1998, except that the term ‘pub-
lic international organization’ does not include
any such international organization providing
commercial communications services that has
achieved a pro-competitive privatization.’’.
(d) ALTERNATIVE JURISDICTION OVER ACTS OUT-
SIDE THE UNITED STATES.—Section 104 of the Foreign
Corrupt Practices Act of 1977 (15 U.S.C. 78dd–2) is fur-
ther amended—
(1) by adding at the end the following:
‘‘(i) ALTERNATIVE JURISDICTION.—
‘‘(1) It shall also be unlawful for any United
States person to corruptly do any act outside the
United States in furtherance of an offer, payment,
promise to pay, or authorization of the payment of
any money, or offer, gift, promise to give, or author-
ization of the giving of anything of value to any of
the persons or entities set forth in paragraphs (1),
78dd–2(h)(4)(A)) is amended by striking ‘‘For purposes
of paragraph (1), the’’ and inserting ‘‘The’’.
SEC. 4. AMENDMENTS TO THE FOREIGN CORRUPT PRAC-
TICES ACT REGARDING OTHER PERSONS.
Title I of the Foreign Corrupt Practices Act of 1977
is amended by inserting after section 104 (15 U.S.C.
78dd–2) the following new section:
‘‘SEC. 104A. PROHIBITED FOREIGN TRADE PRACTICES BY
PERSONS OTHER THAN ISSUERS OR DOMES-
TIC CONCERNS.
‘‘(a) PROHIBITION.—It shall be unlawful for any per-
son other than an issuer (as defined in section 30A of the
Securities Exchange Act of 1934) or a domestic concern
(as defined in section 104 of this Act), or for any officer,
director, employee, or agent of such person or any stock-
holder thereof acting on behalf of such person, while in
the territory of the United States, corruptly to make use
of the mails or any means or instrumentality of interstate
commerce or to do any other act in furtherance of an offer,
payment, promise to pay, or authorization of the payment
of any money, or offer, gift, promise to give, or authoriza-
tion of the giving of anything of value to—
‘‘(1) any foreign official for purposes of—
‘‘(A)(i) influencing any act or decision of
such foreign official in his official capacity, (ii)
inducing such foreign official to do or omit to
do any act in violation of the lawful duty of
such official, or (iii) securing any improper ad-
vantage; or
‘‘(B) inducing such foreign official to use
his influence with a foreign government or in-
strumentality thereof to affect or influence any
act or decision of such government or instru-
mentality, in order to assist such person in ob-
taining or retaining business for or with, or di-
recting business to, any person;
‘‘(2) any foreign political party or official there-
of or any candidate for foreign political office for
purposes of—
‘‘(A)(i) influencing any act or decision of
such party, official, or candidate in its or his of-
ficial capacity, (ii) inducing such party, official,
or candidate to do or omit to do an act in viola-
tion of the lawful duty of such party, official,
or candidate, or (iii) securing any improper ad-
vantage; or
‘‘(B) inducing such party, official, or can-
didate to use its or his influence with a foreign
government or instrumentality thereof to affect
or influence any act or decision of such govern-
ment or instrumentality, in order to assist such
person in obtaining or retaining business for or
with, or directing business to, any person; or
‘‘(3) any person, while knowing that all or a
portion of such money or thing of value will be of-
fered, given, or promised, directly or indirectly, to
any foreign official, to any foreign political party or
official thereof, or to any candidate for foreign polit-
ical office, for purposes of—
‘‘(A)(i) influencing any act or decision of
such foreign official, political party, party offi-
cial, or candidate in his or its official capacity,
(ii) inducing such foreign official, political
party, party official, or candidate to do or omit
to do any act in violation of the lawful duty of
such foreign official, political party, party offi-
cial, or candidate, or (iii) securing any improper
advantage; or
‘‘(B) inducing such foreign official, politi-
cal party, party official, or candidate to use his
or its influence with a foreign government or in-
strumentality thereof to affect or influence any
act or decision of such government or instru-
mentality, in order to assist such person in ob-
taining or retaining business for or with, or di-
recting business to, any person.
‘‘(b) EXCEPTION FOR ROUTINE GOVERNMENTAL AC-
TION.—Subsection (a) of this section shall not apply to
any facilitating or expediting payment to a foreign official,
political party, or party official the purpose of which is
to expedite or to secure the performance of a routine gov-
ernmental action by a foreign official, political party, or
party official.
‘‘(c) AFFIRMATIVE DEFENSES.—It shall be an af-
firmative defense to actions under subsection (a) of this
section that—
‘‘(1) the payment, gift, offer, or promise of any-
thing of value that was made, was lawful under the
written laws and regulations of the foreign official’s,
political party’s, party official’s, or candidate’s coun-
try; or
‘‘(2) the payment, gift, offer, or promise of any-
thing of value that was made, was a reasonable and
bona fide expenditure, such as travel and lodging ex-
penses, incurred by or on behalf of a foreign official,
party, party official, or candidate and was directly
related to—
‘‘(A) the promotion, demonstration, or ex-
planation of products or services; or
‘‘(B) the execution or performance of a
contract with a foreign government or agency
thereof.
‘‘(d) INJUNCTIVE RELIEF.—
‘‘(1) When it appears to the Attorney General
that any person to which this section applies, or offi-
cer, director, employee, agent, or stockholder there-
of, is engaged, or about to engage, in any act or
practice constituting a violation of subsection (a) of
this section, the Attorney General may, in his discre-
tion, bring a civil action in an appropriate district
court of the United States to enjoin such act or
practice, and upon a proper showing, a permanent
injunction or a temporary restraining order shall be
granted without bond.
‘‘(2) For the purpose of any civil investigation
which, in the opinion of the Attorney General, is
necessary and proper to enforce this section, the At-
torney General or his designee are empowered to ad-
minister oaths and affirmations, subpoena witnesses,
take evidence, and require the production of any
books, papers, or other documents which the Attor-
ney General deems relevant or material to such in-
vestigation. The attendance of witnesses and the
production of documentary evidence may be required
‘‘(1)(A) Any juridical person that violates sub-
section (a) of this section shall be fined not more
than $2,000,000.
‘‘(B) Any juridical person that violates sub-
section (a) of this section shall be subject to a civil
penalty of not more than $10,000 imposed in an ac-
tion brought by the Attorney General.
‘‘(2)(A) Any natural person who willfully vio-
lates subsection (a) of this section shall be fined not
more than $100,000 or imprisoned not more than 5
years, or both.
‘‘(B) Any natural person who violates sub-
section (a) of this section shall be subject to a civil
penalty of not more than $10,000 imposed in an ac-
tion brought by the Attorney General.
‘‘(3) Whenever a fine is imposed under para-
graph (2) upon any officer, director, employee,
agent, or stockholder of a juridical person, such fine
may not be paid, directly or indirectly, by such jurid-
ical person.
‘‘(f) DEFINITIONS.—For purposes of this section:
‘‘(1) The term ‘person’, when referring to an
offender, means any natural person other than a na-
tional of the United States (as defined in section
101 of the Immigration and Nationality Act (8
U.S.C. 1101) or any corporation, partnership, asso-
ciation, joint-stock company, business trust, unincor-
porated organization, or sole proprietorship orga-
nized under the law of a foreign nation or a political
subdivision thereof.
‘‘(2)(A) The term ‘foreign official’ means any
officer or employee of a foreign government or any
department, agency, or instrumentality thereof, or of
a public international organization, or any person
acting in an official capacity for or on behalf of any
such government or department, agency, or instru-
mentality, or for or on behalf of any such public
international organization.
‘‘(B) For purposes of subparagraph (A), the
term ‘public international organization’ means—
‘‘(i) an organization that is designated by
Executive order pursuant to section 1 of the
International Organizations Immunities Act (22
U.S.C. 288); or
‘‘(ii) an international organization provid-
ing commercial communications services, as de-
fined in section 5(a) of the International Anti-
Bribery Act of 1998, except that the term ‘pub-
lic international organization’ does not include
any such international organization providing
commercial communications services that has
achieved a pro-competitive privatization.
‘‘(3)(A) A person’s state of mind is knowing,
with respect to conduct, a circumstance or a result
if—
‘‘(i) such person is aware that such person
is engaging in such conduct, that such cir-
cumstance exists, or that such result is substan-
tially certain to occur; or
‘‘(ii) such person has a firm belief that
such circumstance exists or that such result is
substantially certain to occur.
‘‘(B) When knowledge of the existence of a par-
ticular circumstance is required for an offense, such
knowledge is established if a person is aware of a
high probability of the existence of such cir-
cumstance, unless the person actually believes that
such circumstance does not exist.
‘‘(4)(A) The term ‘routine governmental action’
means only an action which is ordinarily and com-
monly performed by a foreign official in—
‘‘(i) obtaining permits, licenses, or other
official documents to qualify a person to do
business in a foreign country;
‘‘(ii) processing governmental papers, such
as visas and work orders;
‘‘(iii) providing police protection, mail pick-
up and delivery, or scheduling inspections asso-
ciated with contract performance or inspections
related to transit of goods across country;
‘‘(iv) providing phone service, power and
water supply, loading and unloading cargo, or
protecting perishable products or commodities
from deterioration; or
‘‘(v) actions of a similar nature.
‘‘(B) The term ‘routine governmental action’
does not include any decision by a foreign official
whether, or on what terms, to award new business
to or to continue business with a particular party,
or any action taken by a foreign official involved in
the decision-making process to encourage a decision
to award new business to or continue business with
a particular party.’’.
SEC. 5. TREATMENT OF INTERNATIONAL ORGANIZATION
PROVIDING COMMERCIAL COMMUNICATIONS
SERVICES.
(a) DEFINITION.—For purposes of this section, the
term ‘‘international organization providing commercial
communications services’’ means—
(1) the International Telecommunications Sat-
ellite Organization established pursuant to the
Agreement Relating to the International Tele-
communications Satellite Organization; and
(2) the International Mobile Satellite Organiza-
tion established pursuant to the Convention on the
International Maritime Organization.
(b) EXTENSION
OF LEGAL PROCESS.—Except as
specifically and expressly required by mandatory obliga-
tions in international agreements to which the United
States is a party, an international organization providing
commercial communications services, its officials, and its
records shall not be accorded immunity from suit or legal
process for any act or omission taken in connection with
such organization’s capacity as a provider, directly or indi-
rectly, of commercial telecommunications services to,
from, or within the United States.
(c) ELIMINATION OR LIMITATION OF EXCEPTIONS.—
The President shall take all actions necessary to eliminate
or to limit substantially any exceptions to subsection (b).
SEC. 6. ENFORCEMENT AND MONITORING.
(a) REPORTS REQUIRED.—Not later than July 1 of
1999 and each of the 5 succeeding years, the Secretary
of Commerce shall submit to the Committee on Commerce
of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate a re-
port that contains the following information with respect
to implementation of the Convention:
(1) RATIFICATION.—A list of the countries that
have ratified the convention, the dates of ratification
by such countries, and the entry into force for each
such country.
(2) DOMESTIC LEGISLATION.—A description of
domestic laws enacted by each party to the Conven-
tion that implement commitments under the Conven-
tion, and assessment of the compatibility of such
laws with the Convention.
(3) ENFORCEMENT.—As assessment of the
measures taken by each party to the Convention
during the previous year to fulfill its obligations
under the Convention and achieve its object and pur-
pose including—
(A) an assessment of the enforcement of
the domestic laws described in paragraph (2);
(B) an assessment of the efforts by each
such party to promote public awareness of such
domestic laws and the achievement of such ob-
ject and purpose; and
(C) an assessment of the effectiveness,
transparency, and viability of the monitoring
process for the Convention, including its inclu-
sion of input from the private sector and non-
governmental organizations.
(4) LAWS
PROHIBITING
TAX
DEDUCTION
OF
BRIBES.—An explanation of the domestic laws en-
acted by each party to the Convention that would
prohibit the deduction of bribes in the computation
of domestic taxes.
(b) DEFINITION.—For purposes of this section, the
term ‘‘Convention’’ means the Convention on Combating
Bribery on Foreign Public Officials in International Busi-
ness Transactions adopted on November 21, 1997, and
signed on December 17, 1997, by the United States and
32 other nations.
Æ