Page 105 - U.S. FOREIGN CORRUPT PRACTICES ACT

A Resource Guide to the U.S. Foreign Corrupt Practices Act. Second Edition.

(3)(A) A person’s state of mind is knowing with (A) a telephone or other interstate means of
respect to conduct, a circumstance, or a result if— communication, or
(i) such person is aware that such person is (B) any other interstate instrumentality.
engaging in such conduct, that such circumstance
exists, or that such result is substantially certain to * * *
occur; or
(ii) such person has a firm belief that 15 U.S.C. § 78m Periodical and other reports
such circumstance exists or that such result is [Section 13 of the Securities Exchange Act of
substantially certain to occur. 1934]

(B) When knowledge of the existence of a (a) Reports by issuer of security; contents
particular circumstance is required for an offense,
such knowledge is established if a person is aware Every issuer of a security registered pursuant to
of a high probability of the existence of such section 78l of this title shall file with the Commission,
circumstance, unless the person actually believes in accordance with such rules and regulations as
that such circumstance does not exist. the Commission may prescribe as necessary or
appropriate for the proper protection of investors
(4)(A) The term “routine governmental action” and to insure fair dealing in the security—
means only an action which is ordinarily and
commonly performed by a foreign official in— (1) such information and documents (and such
(i) obtaining permits, licenses, or other official copies thereof) as the Commission shall require
documents to qualify a person to do business in a to keep reasonably current the information and
foreign country; documents required to be included in or filed
(ii) processing governmental papers, such as with an application or registration statement filed
visas and work orders; pursuant to section 78l of this title, except that
(iii) providing police protection, mail pick-up the Commission may not require the filing of any
and delivery, or scheduling inspections associated material contract wholly executed before July 1,
with contract performance or inspections related 1962.
to transit of goods across country;
(iv) providing phone service, power and water (2) such annual reports (and such copies
supply, loading and unloading cargo, or protecting thereof), certified if required by the rules and
perishable products or commodities from regulations of the Commission by independent
deterioration; or public accountants, and such quarterly reports
(v) actions of a similar nature. (and such copies thereof), as the Commission may
prescribe.
(B) The term “routine governmental action”
does not include any decision by a foreign official Every issuer of a security registered on a
whether, or on what terms, to award new business national securities exchange shall also file a
to or to continue business with a particular party, duplicate original of such information, documents,
or any action taken by a foreign official involved and reports with the exchange. In any registration
in the decision-making process to encourage a statement, periodic report, or other reports to be
decision to award new business to or continue filed with the Commission, an emerging growth
business with a particular party. company need not present selected financial data
in accordance with section 229.301 of title 17, Code
(5) The term “interstate commerce” means of Federal Regulations, for any period prior to the
trade, commerce, transportation, or communication earliest audited period presented in connection
among the several States, or between any foreign with its first registration statement that became
country and any State or between any State and effective under this chapter or the Securities Act
any place or ship outside thereof, and such term of 1933 [15 U.S.C. §§ 77a, et seq.] and, with respect
includes the intrastate use of—

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