## Facts

- Noble Corporation provided offshore drilling services and operated in Nigeria through a wholly owned subsidiary, Noble Drilling (Nigeria) Ltd.
- Nigerian law required offshore rigs to either pay permanent import duties or operate under Temporary Import Permits (TIPs), which were time-limited and subject to discretionary extensions; after expiration, rigs had to be exported or converted to permanent import status.
- The SEC alleged Noble–Nigeria kept rigs in Nigeria beyond permissible TIP periods without paying permanent duties.
- The SEC alleged Noble–Nigeria personnel arranged payments to Nigerian customs officials to obtain TIPs/extensions and other favorable treatment using false paperwork.
- The SEC alleged the payments were recorded as legitimate customs or freight-forwarding expenses, resulting in inaccurate books and records and weak internal controls.
- Mark A. Jackson (Noble’s former CFO and later CEO) was alleged to have approved or failed to prevent aspects of the conduct and signed SEC filings that omitted or misstated the scheme.
- James J. Ruehlen (a senior Noble–Nigeria manager) was alleged to have been directly involved in arranging payments and paperwork and in influencing how the payments were recorded.
- The SEC brought a civil enforcement action against the individuals after Noble resolved related FCPA matters.

## Issues

1. Whether the complaint plausibly alleged that payments to Nigerian officials were prohibited bribes rather than exempt facilitating payments for routine governmental action under the FCPA.
2. Whether the SEC sufficiently pleaded individual liability for books-and-records and internal-controls violations, including the required mental state for each claim.
3. Whether 28 U.S.C. § 2462 barred some claims for civil penalties, and whether tolling or continuing-violation theories preserved any otherwise untimely penalty claims.
4. Whether the complaint alleged defendant-specific facts tying Jackson and Ruehlen to the asserted violations sufficient to survive Rule 12(b)(6).

## Decision

- The court granted in part and denied in part both defendants’ Rule 12(b)(6) motions.
- The court held that the facilitating-payments defense could not categorically defeat the anti-bribery theory at the pleading stage where the SEC alleged payments sought non-routine, improper advantages (including TIPs/extensions based on false paperwork).
- The court permitted portions of the books-and-records and internal-controls claims to proceed where the SEC plausibly alleged improper payments were mischaracterized in Noble’s accounting and that each defendant caused or failed reasonably to prevent the mischaracterization.
- The court dismissed certain claims against Jackson where the pleadings did not sufficiently allege his knowledge or conduct for scienter-dependent theories.
- The court dismissed some civil-penalty claims as time-barred under § 2462, while allowing other claims to proceed to the extent tied to conduct within the limitations period or adequately supported by preservation theories.
- The case continued on narrowed theories against both defendants.

## Legal Principles

- At the motion-to-dismiss stage, whether payments qualify as FCPA facilitating payments is often a fact-driven inquiry turning on the payment’s purpose and whether it sought routine governmental action or an improper advantage.
- To plead FCPA-related books-and-records and internal-controls violations, the SEC must plausibly allege improper payments occurred, were inaccurately recorded, and were caused by or not reasonably prevented by the individual defendant.
- Claims seeking civil penalties are subject to 28 U.S.C. § 2462’s five-year limitations period; untimely penalty claims may be dismissed absent a viable basis to treat them as timely.
- Individual liability in SEC enforcement actions requires defendant-specific factual allegations; generalized oversight allegations may be insufficient for theories requiring scienter.

## Conclusion

The court partially dismissed the SEC’s FCPA-based civil action against two Noble executives, rejecting a categorical facilitating-payments defense on the pleadings and allowing core books-and-records and internal-controls claims (and related theories) to proceed while trimming scienter-dependent and time-barred penalty claims.


Sec. & Exch. Comm’n v. Jackson, 908 F. Supp. 2d 834 (S.D. Tex. 2012)