FCPA Bribes Hidden in Agent and Broker Commissions: The Invoice Pays for Access

FCPA third party commission bribery uses an agent’s or broker’s fee to fund payments for a foreign official’s influence over business. The payment may follow a contract’s value or each barrel traded, or buy referrals from a state-owned bank. Inside the company, it can arrive as an invoice with a rate and an approval. If you know who chose that rate, what the intermediary actually did or where the money went next, you may know what the invoice leaves out.

What Conduct Can Violate the FCPA?

Authorizing a payment through an intermediary with knowledge that it will fund a bribe can violate the Foreign Corrupt Practices Act. The government’s guide to the Foreign Corrupt Practices Act explains that this includes knowing a bribe is highly likely. For companies covered by its accounting provisions, the law also requires accurate books and records and internal accounting controls over payments.

The official’s decision can concern a purchase, a license, an inspection or access to government business. A signed agency agreement supplies a description of the work. The payment trail and the people who handled the transaction explain what the company was buying.

A customs broker’s clearance invoice can conceal a payment to the official inspecting the goods. Under its deferred prosecution agreement, Scoular admitted paying bribes through customs brokers to pass Mexican inspections of agricultural shipments containing dirt, soil and other impurities. The brokers’ invoices called the payments reinspection fees.

The Commission Rate, the Work and the Recipient

A commission formula ties a payment to a commercial event. A percentage of contract revenue, a fee for each barrel or a margin retained by a distributor identifies the business generating the money. That makes the formula useful to someone who knows both the sales arrangement and the payment approvals.

The person authorizing the fee, the company receiving it, the ultimate beneficiary and the official controlling the decision can all be different. An agent may arrange introductions while another intermediary moves the money. A distributor may keep a discount that the government customer never receives. The relationship becomes clearer when the engagement agreement, invoice, customer price and bank instructions describe the same transaction.

Someone in sales or distribution may know why the intermediary was brought into a deal already underway. Someone in finance or accounting may know who approved an unusual rate or supplied a replacement invoice. We connect those observations to the work claimed, the payment recipient and the government decision.

When the Rate Follows the Trade

A change in the commission can reveal a change in the intermediary’s assignment. In the statement of facts accompanying its guilty plea, Alstom admitted an arrangement in which a consultant’s commission fell from 3% to 1% when part of the assignment moved to another consultant.

Who took over the assignment, who approved the revised fee and which official each consultant dealt with explain why the rate moved. We read the compensation terms alongside the decisions they were meant to influence.

Trafigura Attached the Bribes to Individual Trades

In the statement of facts accompanying its guilty plea, Trafigura admitted that an executive agreed to pay bribes calculated per barrel on deals with Petrobras. The company’s admitted account describes prices and bribe amounts agreed before traders conducted sham negotiations to reach the predetermined price. A trader could see a negotiation while someone above the trading desk already knew its result.

The executive and intermediaries also matched commissions to particular trades to conceal the bribe payments in the books. Offshore wires financed cash deliveries in Brazil. One invoice in that payment chain offered a remarkable explanation for the money:

Oil trades on one side, tile consulting on the other. We would want to hear from the person who knew why an oil transaction needed that invoice. The trade reference, the executive’s instructions and the cash recipient explain the payment far better than the service description.

Vitol Paid for Information About Competing Bids

Under its deferred prosecution agreement, Vitol admitted using sham consulting and market-intelligence invoices to buy trading information and a last look at competing bids. An invoice calculated per barrel directed payment to a Bahamas account connected to an intermediary who converted funds to cash. The commercial advantage was inside knowledge of the competition.

The Brazil facts identify more than $8 million in bribes and at least $33 million in resulting profits. Those figures show the incentive behind the fee. For a competing trader, a last look changes the contest: the favored bidder gets information the others do not.

An FCPA Agent Commission Paid to an Offshore Company

An FCPA agent commission paid to an offshore company can pass through further accounts before reaching the official it was intended to benefit. Gunvor’s guilty plea and statement of facts describe consultants using companies in Panama and the British Virgin Islands, fictitious service invoices and multiple bank accounts to conceal payments for Petroecuador business. The company admitted that portions of its volume fees funded bribes to Ecuadorian officials.

Gunvor’s commercial arrangements involved state-owned partners and oil-backed loans. By partnering with a state-owned entity, it obtained access to an oil contracting process otherwise unavailable to private companies like Gunvor. Most consultant compensation under one agreement depended on the barrels purchased under the loan arrangement. The official influence, the oil contract and the volume fee belonged to the same business.

The same statement describes a manager telling an agent to avoid speaking about bribery during a call from Gunvor’s Bahamas office. We find it telling that anyone needed to be told not to mention bribery on a business call. An employee who heard it could explain the payment approvals in a way the invoice never would.

Glencore’s Intermediary Payments Included the Bribe Funding

In its guilty plea and statement of facts, Glencore admitted using sham consulting contracts, inflated invoices, cargo commissions and cash desks to fund official benefits. More than $100 million went to intermediaries, with a significant portion intended as bribes.

The admitted examples include a Brazilian payment concealed in a per-barrel service fee and a Nigerian advance invoice followed by a transfer through a New York correspondent account. Those details connect the accounting description to the cargo, the bank route and the intended official benefit.

Embraer’s Invoice Named a Different Market

The Securities and Exchange Commission’s complaint against Embraer alleged that a supposed aircraft sales commission for Jordan concealed a $3.42 million payment intended for a Dominican official. According to the complaint, the Jordan aircraft contract had never been awarded, yet false invoices described sales promotion services for that market.

How Distributor Margins Fund Bribes

A distributor can fund official payments from a margin retained between the supplier’s price and the customer’s price. In its non-prosecution agreement, Microsoft Hungary admitted that employees falsely justified discounts as necessary for government sales. Resellers retained margins for improper payments instead of passing the discounts to customers.

The head of the Commission’s enforcement division described the same accounting problem in remarks on pharmaceutical industry controls in 2015. A distributor’s margin can create a cash fund for bribes, and that extra layer can leave the company recording the payment as an ordinary expense. The supplier’s price and the government customer’s price therefore matter together.

Fresenius Shows How a Payment Changes Channels

In its order concerning Fresenius Medical Care, the Securities and Exchange Commission alleged that a West African supplier absorbed the cost of phony commissions to doctors. Moving those costs to the supplier allegedly made expenses on Fresenius’s books look lower and concealed payments to hospital officials.

The 2022 study Fresenius Medical Care: A Case Study on the FCPA, published in the Journal of Forensic and Investigative Accounting, examined how the company’s payment schemes persisted across different business arrangements. Its conclusion connects those arrangements to the controls employees encountered:

The same order alleged that after compliance prohibited an agent’s use in Serbia, an executive approved payments through a transport vendor that passed money to publicly employed doctors. The vendor changed; the payments continued. Someone who knew the rejected agent and the replacement vendor could connect transactions that appeared separate in the accounts.

Liberty Mutual’s Insurance Referrals Came Through State-Owned Banks

The Justice Department’s August 2025 letter concerning Liberty Mutual described evidence that its Indian subsidiary paid approximately $1.47 million in bribes to officials at six state-owned banks. In exchange, the officials caused the banks to refer customers to the subsidiary’s insurance products. The department said employees concealed payments through marketing classifications and third-party intermediaries.

The decision being bought was access to bank customers. A person working in insurance distribution could recognize the referral arrangement, while finance could see the marketing expense used to pay for it. Those are different views of the same alleged exchange.

When the Diligence File Helps Conceal the Commission

Backdated paperwork can make an intermediary look approved before anyone checked the relationship. In its order concerning AB InBev, the Securities and Exchange Commission alleged that employees completed and backdated a promoter’s diligence forms, then altered the promoter’s answers to make them more suitable. The agency also alleged that employees backdated a contract whose inflated commission rate funded improper payments to officials.

The order alleged that another promoter billed unsupported display charges by beer case instead of by actual expenditure. According to the order, an internal complaint prompted an audit, but that audit did not scrutinize the promoter’s activities or expenses. An employee had also questioned a promoter’s lack of sales experience, staff and infrastructure.

We see a diligence process being used to conceal the very relationship it was supposed to test. The person who knew when the promoter actually started, who rewrote the answers or what the displays cost could explain the gap.

SAP’s Rates Stopped Just Below Extra Approval

Under its deferred prosecution agreement, SAP admitted using two intermediaries on a South African government contract, each paid 14.9% of its revenue from the contract. That was the maximum percentage for each payment without substantially higher approval. The company’s own approval threshold helped shape the commission arrangement.

The admitted facts also describe an intermediary forwarding nearly all of the purported commissions to businesses owned or controlled by an official within days, without substantive work in return. In a separate Securities and Exchange Commission order, the agency alleged that SAP employees performed an inactive consultant’s work while the company still paid the consultant. An invoice could have supporting work, yet the people producing it were on the company’s payroll.

The Justice Department’s evaluation of corporate compliance programs asks about compensation, actual performance and monitoring throughout the relationship. An insider may know precisely where the company stopped asking them.

What the Commission Records Can Show

The most useful commission evidence connects the payment to the decision. We work through that connection with you, from the promised work and rate approval to the recipient and the business sought in return. You may have done the work credited to an agent or watched an approval requirement get divided between intermediaries. Your knowledge can explain what the company knew when it authorized the money.

Where a scheme also cheats the U.S. government, a whistleblower case under the False Claims Act can pay 15% to 30% of what the government recovers. For qualifying foreign-bribery cases, the Securities and Exchange Commission’s program provides whistleblower awards totaling 10% to 30% of qualifying sanctions collected. We assess the relevant whistleblower programs with you against the company, payments and information you hold.

You Know What the Commission Bought

If you know why an agent received that rate, where the money went or whose decision it bought, talk with our whistleblower experts about the commission. We build the case with you and bring in foreign-bribery whistleblower lawyers who understand intermediary payments and government sales. We stay beside you from the first conversation through the work ahead.