United States: OFAC Has Been Talking About Compliance Through Enforcement

Last Thursday, January 31, the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) issued its first enforcement action of 2019, a fascinating case involving false eyelashes that teaches that virtually any company in any industry selling any product can find itself in OFAC's cross-hairs (pun intended). This year also marks a decade since OFAC published its tried-and-true Enforcement Guidelines, which outline the agency's standard operating procedure for reviewing and enforcing violations of U.S. economic sanctions.  

Last week's case involving e.l.f. Cosmetics, like another half dozen OFAC enforcement cases resolved over the past several months, serves as yet another indication that OFAC has, with relatively little fanfare, embarked upon one of the most sweeping elaborations of its enforcement policy since its Enforcement Guidelines were published a decade ago. Few have paid attention to the lessons from these recent cases. You should.

In fact, you might be forgiven if you believed that OFAC's enforcement of economic sanctions had waned during the early years of the Trump Administration, because various media reported the nadir of sanctions enforcement last year with one only case finalized in the first half of 2018 and only seven published all year, the lowest number in more than a decade. The penalties and settlement amounts per enforcement case last year ranged from $88,000 to $54 million, totaling nearly $72 million for all of 2018.

After a lull in issuing final enforcement actions for much of the first three-quarters of last year, however, OFAC began pumping them out again last fall, but the new cases have differed from the old. Over the past several months, OFAC's enforcement cases have offered far more detail of the agency's expectations regarding sanctions compliance than ever before, expanding upon the agency's informal mantra of "better compliance through enforcement."  

In a December 2018 speech to the American Bankers Association/American Bar Association Financial Crimes Enforcement Conference, Treasury Under Secretary Sigal Mandelker formally announced the changes – which began last fall – noting that, "To aid the compliance community in strengthening defenses against sanctions violations, OFAC will be outlining the hallmarks of an effective sanctions compliance program. . . . Going forward, these types of compliance commitments will become an essential element in settlement agreements between OFAC and apparent violators."

So, without further ado, here are the Top 20 lessons recent OFAC cases – including all those issued last year – have been trying to teach you:

  1. If you are a U.S. company, beware your touchpoints to the global economy, particularly when involved in high-risk industries or high-risk jurisdictions. You may be exposed to sanctions risk because of, for example, your (A) international financial transactions, (B) overseas subsidiaries or employees, (C) supply chains, and (D) distribution chains. Recent OFAC cases have touched upon each of these risks:

    • International Financial Transaction Risk. The twin JP Morgan cases from October demonstrate the continued risks to U.S. financial institutions and companies emanating from global financial transactions. The first of the two cases involved the bank's operation of a net settlement mechanism that resolved billings among global airlines and other airline participants, some of which involved sanctioned entities. The second of the two involved the bank's delay in remedying a historic deficiency in its screening software that failed to identify customer names with hyphens, initials, or additional middle or last names as potential matches to similar names on the OFAC List of Specially Designated Nationals and Blocked Persons ("SDN List"). 
    • Overseas Subsidiaries or Employees Risk.  In the Zoltek case from December, OFAC took action against a Missouri company that reviewed and approved its Hungarian subsidiary's purchase of chemicals from a subsidiary of a designated Belarusian entity. OFAC noted that the "enforcement action highlights the risks for companies with overseas operations that do not implement OFAC compliance programs or that implement compliance programs that fail to address the sanctions regulations administered by OFAC."
    • Supply Chain Risk.  The e.l.f. Cosmetics case issued last week involved a California company that imported false eyelash kits from Chinese suppliers that contained materials from North Korea. OFAC noted that the company "appears not to have exercised sufficient supply chain due diligence while sourcing products from a region that poses a high risk to the effectiveness of the NKSR [North Korea Sanctions Regulations]." Don't be complacent, however, if you source materials far closer to home; manufacturers have occasionally found themselves importing items such as cobalt or nickel from Canada and then belatedly realizing that the material originally may have been sourced from Cuba.
    • Distribution Chain Risk.  In the Cobham case from November, a U.S. company's subsidiary – a global provider of technology and services in aviation, electronics, communications, and defense – sold several parts through distributors in Canada and Russia to an entity 51 percent owned by a Russian entity on the SDN List, making the subsidiary entity automatically sanctioned under OFAC's 50 Percent Rule. The SDN and its Russian subsidiary both contained the similar names "Almaz Antey," but the U.S. company used a third-party screening software that required "an all word match criteria that would only return matches containing all of the searched words." Similarly, in the Epsilon action settled in September, OFAC acted against a U.S. company that exported its products to a Dubai company, with knowledge or reason to know that company distributed most, if not all, of its products to Iran.
  2. If you not a U.S. company, beware your touchpoints to the United States – including use of (A) the U.S. financial system, (B) U.S. persons, or (C) U.S.-origin goods and services – for transactions that may violate U.S. sanctions.  Recent OFAC cases have dealt with a few of these risks.

    • Use of the U.S. Financial System.  The Société Générale case from November marked the latest in a long line of OFAC enforcement actions targeting a foreign bank's "stripping" of information regarding sanctioned parties from transactions sent through U.S. banks, serving as a reminder for foreign financial institutions and companies to avoid sending non-transparent financial or other transactions through the United States that violate U.S. sanctions.
    • U.S. Persons.  In the Ericsson case from last June, employees of Swedish and U.S. subsidiaries of a Swedish electronics company cooperated with respect to the provision of services by the Swedish subsidiary to a Sudanese entity and worked together to obtain a U.S.-origin product for shipment to a third country and then on to Sudan, in apparent violation of U.S. sanctions.
    • U.S.-Origin Goods and Services. In the Jereh Group case from December, OFAC and the Department of Commerce's Bureau of Industry and Security acted against a Chinese oilfield services company and its affiliated companies and subsidiaries worldwide that re-exported U.S.-origin goods to Iran by way of China, as well as exported U.S.-origin goods with knowledge they were to be used for production of, for commingling with, or for incorporation into goods made in China to be sent to Iran.  
  3. If at first you don't succeed, remediate. "Compliance commitments," to use Under Secretary Mandelker's terminology, are a key focus of recent OFAC enforcement cases. OFAC is providing far more detailed explanations in its enforcement case summaries of corporate remediation efforts constituting mitigating factors warranting penalty reductions.  In all the enforcement cases issued in recent months, OFAC has listed detailed summaries of the companies' remedial sanctions compliance commitments, many of which are detailed below and should serve as a template for OFAC's expectations regarding the sufficiency of sanctions compliance programs.
  4. Expand and stress test compliance programs. Under Secretary Mandelker emphasized that hallmarks of effective sanctions compliance programs include senior management commitment to compliance and "frequent risk assessments to identify and mitigate sanctions-specific risks within an institution and its products, services, and customers." Recent enforcement cases demonstrate the importance to OFAC of corporate actions that strengthen, or fail to strengthen, sanctions compliance programs. In the Zoltek case, for example, OFAC noted that the U.S. parent had expanded its Director of Global Compliance position to include sanctions as well as export/import controls. In the Jereh Group matter, OFAC credited the company for hiring "an external organization with specialized experience in U.S. economic and trade sanctions and export control laws and regulations, which conducted an internal review of the company and developed a trade and sanctions compliance program." (Hey, we at MoFo's National Security Group are available to assist. Just sayin'.)
  5. Money matters. In several recent enforcement cases, OFAC specifically highlighted compliance commitments by companies to provide additional staffing and resources. For example, the Jereh Group hired full-time compliance personnel and new senior managers with compliance backgrounds. In Société Générale, the bank "increased the number of personnel within compliance staffing, and SG's total budget for sanctions compliance has also increased."  Similarly, in the first of the two JP Morgan cases, OFAC noted the bank had increased its compliance staff. In Cobham, OFAC bluntly declared its expectations: "OFAC expects companies settling apparent violations of its regulations to ensure their compliance units receive adequate resources, including in the form of human capital, information technology, and other resources, as appropriate." 
  6. Sound screening software is a must. In the Zoltek case, OFAC noted that the company's new screening software would be used to screen "its vendors, and their parent and subsidiary companies," against OFAC and other government restricted lists on a daily basis. In Cobham, the company "acquired and implemented new and enhanced sanctions screening software . . . that is capable of identifying and flagging potential matches to persons with close name variations to parties identified on the SDN List." And in both of the JP Morgan cases, OFAC noted that the bank had implemented new screening software. Companies should not become complacent, however, with this tool; as Under Secretary Mandelker noted, a company's sanctions compliance "resources must go far beyond merely screening the SDN List."
  7. Don't delay.  In the second of the two JP Morgan cases resolved in October, OFAC issued a finding of violation against the bank for delays in addressing known deficiencies in its screening system.  As OFAC noted, "JPMC engaged in a pattern of conduct over a two-year period where the apparent violations stemmed from the same screening issue; although JPMC identified this screening issue and implemented multiple screening enhancements, it took over three years to fully address a known deficiency in the vendor-provided screening system." When technological solutions require a longer period to address, OFAC emphasizes that "compensating controls" are needed to address the risk of the known deficiencies. As OFAC summarized, "This enforcement action highlights the importance of financial institutions remediating known compliance program deficiencies in an expedient manner, and when that is not possible, the importance of implementing compensating controls to mitigate risk until a comprehensive solution can be deployed."  
  8. Screen, screen, and screen again. Cobham demonstrates the need to re-screen regularly and at all phases of a transaction. In that case, when the U.S. company's subsidiary agreed to ship parts through its distributors to Russia, and at the time of its first shipment, neither the Russian company nor its parent was sanctioned. By the time of subsequent shipments, they were.
  9. Beware the 50 Percent Rule. Zoltek involved a U.S. company's review and approval of its overseas subsidiary's dealings with a non-designated subsidiary of a sanctioned entity. While OFAC characterized as egregious the U.S. parent's continued involvement in its subsidiary's dealings after numerous high-level conversations revealed its awareness that purchases were being made from a subsidiary of a sanctioned entity, OFAC also included the previous non-egregious dealings with the sanctioned subsidiary as part of the penalty calculation. Similarly, Cobham involved a U.S. company's sales of goods through Canadian and Russian distributors to an entity owned 51 percent by an SDN; OFAC pursued an enforcement action because of the similarity of names of the SDN parent and subsidiary.  Both cases demonstrate the urgency of the need for sanctions compliance screening of entities beyond the SDN List itself. Indeed, OFAC highlighted that, as a remedial measure, "Cobham acquired and implemented a screening and business intelligence tool with the capability of identifying and flagging persons known to be owned by parties identified on the SDN List, and has developed a process for employing the business intelligence tool to conduct enhanced due diligence on high-risk transactions from an OFAC sanctions perspective, to include any transaction involving a Cobham U.S. entity and any party in either Russia or Ukraine."
  10. Merger due diligence can save the day . . . or ruin it.  In Cobham, the apparent sanctions violations were only identified during negotiations by the U.S. company to sell its subsidiary, when the purchaser identified the shipments to the subsidiary of a sanctioned party.  The purchaser ultimately avoided a penalty that, instead, befell the seller.
  11. Stripping doesn't pay.  As Société Générale and a long line of prior cases demonstrate, stripping the names of sanctioned parties or countries through payment messages sent through the United States will result in a finding of egregiousness by OFAC, significantly enhancing the ultimate penalty. The Ericsson case involved a somewhat novel, "speak no evil" form of the same conduct.  Ericsson's U.S. employee told his Swedish counterparts not to send emails that mentioned Sudan by name, noting that "Ericsson can get fined and I can get fired," but the U.S. employee continued to cooperate with Swedish company colleagues so long as the name of the country was not used in further communications.
  12. Audit, audit, audit. Under Secretary Mandelker highlighted the need for companies to engage in "testing and auditing, both on specific elements of a sanctions compliance program and across the organization, to identify and correct weaknesses and deficiencies." In e.l.f Cosmetics, OFAC credited the company's remedial efforts that included "supply chain audits that verify the country of origin of goods and services used in ELF's products" and "an enhanced supplier audit that included verification of payment information related to production materials and the review of supplier bank statements." Similarly, OFAC noted that the Jereh Group action "highlights the importance of the implementation of audits, reviews, and control measures to ensure compliance with U.S. export controls and sanctions regulations."
  13. Establishing and documenting policies and procedures.  Under Secretary Mandelker emphasized the need for "[d]eveloping and deploying internal controls, including policies and procedures, in order to identify, interdict, escalate, report, and maintain records pertaining to activity prohibited by OFAC's regulations." The Jereh Group's remediation efforts included the preparation and circulation of a Sanctions and Export Compliance manual and the implementation of trade and sanctions compliance policies and procedures. Similarly, in Cobham, the company circulated a "lessons learned bulletin" to all U.S.-based international trade compliance personnel. (Again, we at MoFo are available to assist.  Just sayin'.)
  14. Train, train, and train again. Under Secretary Mandelker emphasized as a core need that companies ensure that "all relevant personnel, particularly those in high-risk areas or business units, are provided tailored training on OFAC obligation[s] and authorities in general and the compliance program in particular." From her lips to OFAC's ears.  Virtually every recent OFAC enforcement case has highlighted training as part of companies' remedial efforts:

    • e.l.f. Cosmetics "[e]ngaged outside counsel to provide additional training for key employees in the United States and in China regarding U.S. sanctions regulations and other relevant U.S. laws and regulations" and "[h]eld mandatory training on U.S. sanctions regulations for employees and suppliers in China and implemented additional mandatory trainings for new employees, as well as, regular refresher training for current employees and suppliers based in China";
    • Zoltek created a "learning academy" to train all new and current employees on U.S. sanctions and export controls;
    • The Jereh Group hired an "external organization with specialized experience in U.S. economic and trade sanctions and export control laws and regulations" to provide "detailed, technical, and operational training to the Jereh Group's employees and senior executives regarding, among other items, the company's legal obligations with respect to the laws and regulations administered by OFAC and other U.S. Government Departments";
    • Société Générale "implemented a more comprehensive training regime for employees across the group and various business lines, including a group-wide general training program. Group Sanctions Compliance has also developed targeted, in-person training for employees with a higher risk exposure to sanctions-related transactions."  
    • JP Morgan "enhanced employee training and used these apparent violations as a case study for training purposes."
  15. Certify. In e.l.f. Cosmetics, OFAC credited the company with adopting "new procedures to require suppliers to sign certificates of compliance stating that they will comply with all U.S. export controls and trade sanctions." In the Jereh Group, OFAC noted that the company contacted its suppliers and issued sanctions compliance certifications requiring that these customers "not sell, transfer, re-export, or divert any Jereh Group products to countries subject to U.S. economic and trade sanctions programs."
  16. Higher risks mean higher standards. OFAC characterized the e.l.f. Cosmetics case as "highlight[ing] the risks for companies that do not conduct full-spectrum supply chain due diligence when sourcing products from overseas, particularly in a region in which the DPRK, as well as other comprehensively sanctioned countries or regions, is known to export goods." In Zoltek, OFAC noted the inherent compliance risks associated with a U.S. company's overseas operations. In Cobham, OFAC said the case "demonstrates the importance of companies operating in high-risk industries (i.e., defense) to implement effective, risk-based compliance measures, especially when engaging in transactions involving high-risk jurisdictions [in that case, Russia]."
  17. Establish an early warning system. In Zoltek, an employee had warned a senior U.S. manager about a sanctions designation that implicated the purchase decisions being approved for the company's overseas subsidiary, but the warning was ignored. OFAC noted that the case demonstrated that compliance programs must have "mechanisms designed to adequately respond to warning signs and raise sanctions-related issues to a sanctions compliance officer or point of contact." In Cobham, OFAC noted that the company had established a system where personnel were urged to alert the compliance team whenever a sanctioned risk might be involved.
  18. Centralize, where appropriate. As part of its remedial efforts, the Jereh Group established an international business compliance department and compliance committee to oversee sanctions compliance across all company business units, subsidiaries, and affiliates. In Société Générale, the bank created "a centralized sanctions compliance function, implemented key enhancements at the group level, and implemented enhancements within the business lines that were subject to the review."
  19. Segregate decision-making of overseas subsidiaries.  OFAC noted that the Zoltek case – where U.S. managers reviewed and approved purchasing decisions of its overseas subsidiary – "highlights the need for U.S. parent companies to take care to segregate certain business operations of their overseas subsidiaries so that the U.S. parent and its employees do not violate U.S. sanctions regulations by facilitating the actions of its subsidiaries."
  20. Tough love may be necessary. In the Jereh Group case, OFAC emphasized that the company's remediation efforts included terminating the employment of the individuals responsible for and involved in the knowing shipments of U.S.-origin goods to Iran.

Conclusion

Although the pace of its public enforcement actions slowed to a crawl during much of 2018, OFAC has now issued one or more enforcement cases during each of the past five months. The private sector should expect, now that OFAC has implemented "compliance commitments" into its enforcement cases template, the agency to continue with a steady stream of enforcement actions this year (barring, of course, another government shutdown). As always, we in Morrison & Foerster's National Security Practice Group stand ready to provide counsel on actual or potential enforcement investigations and cases, as well as on the scope and sufficiency of corporate sanctions compliance programs and training.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

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