1. anti-bribary aimed at preventing U.S. companies from gaining or retaining foreign business by bribing foreign government officials
2. accounting provisions aimed specifically at preventing companies from hiding huge bribes on their financial statements

• companies registered with SEC must keep "reasonably detailed" records which "accurately and fairly" reflect the company's financial activities (doesn't necessairily have to be abroad)
• must devise internal accounting controls (IACs) sufficient to provide "reasonable assurance" that:

1. transactions are executed in accordance with management's general or specific authorization
2. recorded as necessaru to -permit preparation of proper financial statements, and maintain accountability for assets
3. access to assets is authorized; and
4. recorded assets are compared with existing assets at reasonable intervals

criminal: individual=max of $100,000 fine and/or 5 years in jail

corp: maximum of $1,000,000 fine

no criminal penalties for inadvertant or insignifcant errors

Civil: max fine of $10,000

1. criminal: charges can be brought by the Department of Justice
2. Civil: individuals that are injured can sue for teble damages and attorney's fees.

1. receiving money or property through a pattern of racketeering activity and subsequently investing that money into an enterprize
2. acquiring and controlling an enterprise through a pattern of racketeering activity
3. conducting or participating directly or indirectly in the conduct of an enterprise's affairs
4. conspiring to violate 1,2, or 3

1. defendent conducted or participated in the conduct
2. of an enterprise
3. through a pattern of
4. racketeering activity

• includes mail fraud, wire fraud, and about 30 other acts
• plaintiff must prove that these acts occurred byt not that the defendant has already been convicted of them (*exception: securities fraud case: plaintiff must prove the defendant has already been found guilty for securities fraud before)

• any fraud committed with the use of the mail or telephones is a federal crime
• use of mail/wires must be an ESSENTIAL part of the fraudulent scheme for liability to attach
• accountants can be held criminally liable

1. willful failure to retain audit and review workpapers
2. destruction of records
3. corrupt tampering with documents to be used in an official proceeding

• federal crime to knowingly destroy or change records involved in any federal government matter or bankruptcy
• punishable by fine, imprisonment up to 20 years or both 

• section 1348 punishes anyone who knowingly executes or attempts to execute a scheme or artiface (1) to defraid any person in connection with any security of a public company (2) to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property in connection with a class of stock of a public company.  
• max imprisonment is 25 years
• criminal provision punishing conspiracy to commit securities fraud

• SOX has 2 civil provisions to encourage whistleblowing (one granting rewards and one giving civil cause to whistleblower to sue in some circumstances)
• protected from retaliaters

1. testimonial privileges
2. work product privileges

• classic privileged communications include attorney-client, doc-patient, and preist-penitent
• protected pparty can prevent other from testifying

1. fed courts have refused to recognize as a testimonial privilege
2. state courts have refused to recognize a common law accountant-client testimonial privilege
3. about 15 states have statutorily recoginzed an accountant-client privilege

1. client has privilege
2. client can waive all of privilege or not any of privilege
3. only applies in state court 

1. criminal matters
2. matters not before the IRS or federal courts in cases brought by or against the U.S.
3. tax advice on state and local matters
4. written advice in connection with promotion of a tax shelter

1. GAAP calls for disclosure
2. an enforceable subpoena or summons has been issued
3. ethical exam is being conducted
4. peer review requires disclosure
5. disclosure is to other firm members on a "need to know" basis

•  under the BSA, TP have an obligation to report foreign bank accounts (FBAR)
• penalties primarily aimed at TP but TRP who checked "no" box might be punished too