b'fiduciary duty to iGate shareholders, and he breachedCriminal Proceedingsthose duties when he gave iGate funds to DefendantAs a result of a criminal investigation by Brazilian Jefferson for illegal purposes. As a result, the courtauthorities in 2015, a number of Sete and Petrobras found that the decision to vacate Jeffersons criminalexecutives pleaded guilty to bribery and money bribery counts did not alter the summary judgmentlaundering charges and entered into cooperation order in favor of iGate shareholders.agreements with Brazilian prosecutors. Keppel was charged by the DOJ for FCPA violations. In 2017, Keppel entered into a deferred prosecution agreement (the EIG Energy Fund XIV, L.P. v. Keppel DPA) in which it admitted to violating the FCPA and Offshore & Marine Ltd., 2020 WL 2319127agreed to pay a criminal penalty of over $422 million (S.D.N.Y. 2020)to be divided amongst the United States, Brazil, and Singapore and Jeffrey Chow, the Director of Keppels In May 2020, the U.S. District Court for the Southernlegal department, pleaded guilty to violating and District of New York permitted a claim for aiding andconspiring to violate the FCPAs anti-bribery provisions. abetting securities fraud brought by a group of invest-ment funds (Plaintiffs) to proceed against KeppelThe ActionOffshore & Marine Ltd. (Keppel) in connection withPlaintiffs alleged Keppel violated the Racketeer a bribery and kickback scheme involving Keppel andInfluenced and Corrupt Organizations Act (RICO) and entities in the Brazilian government and oil industry.aided and abetted securities fraud. Keppel moved to Keppel is a Singapore-based corporation in the busi- dismiss pursuant to Federal Rules of Civil Procedure ness of building offshore drilling rigs and repairing 9(b) and 12(b)(6). shipping vessels. Keppel is the sole shareholder of Keppel Fels Brasil, S.A. (Keppel Brazil), EstalerioRICO ClaimBrasFELS Ltda., a company that owns and operates aThe Private Securities Litigation Reform Act of 1995 shipyard in Brazil (the Keppel Shipyard) and Houston- (the PSLRA) contains a bar against civil RICO claims based Keppel Offshore & Marine USA, Inc. (Keppelalleging predicate acts of securities fraud. But the USA).PSLRA also contains an exception for an action against any person that is criminally convicted in connection The Scheme with the fraud. 18 U.S.C.1964(c). Here the court Plaintiffs Amended Complaint details a schemewas not persuaded that a DPA satisfies the criminal amongst Brazilian state-owned oil company, Petrleoconviction exception to the PSLRA bar. In particular, Brasileiro S.A. (Petrobras); its majority shareholder,the court pointed to the plain language of the DPA that the Workers Party of Brazil (the Workers Party);provided that if Keppel satisfies its obligations under Sete, a local Brazilian company working for Petrobras;the Agreement, the charges against it will be dismissed and Keppel. In 2006, Petrobras announced that it hadat the expiration of the deferral term. discovered a significant oil field off the coast of Brazil and initiated a scheme to collect kickbacks, throughAiding and Abetting ClaimSete, from foreign entities wanting access to the field.However, the Court denied Keppels motion to dismiss It was alleged that Keppel entities had paid in excessPlaintiffs aiding and abetting claim against Keppel, of $50 million in bribes in exchange for contracts workconcluding that Plaintiffs adequately pleaded both $4 billion. In addition, Keppel solicited investments intoKeppels actual knowledge to perpetuate the bribery Sete directly, including $221 million in investments fromand kickback scheme, and Keppels substantial assis-Plaintiffs from August 2012 to early 2015.tance in effecting the alleged wrong. 37'