## Facts

- Citicorp, the parent of Citibank, N.A., was charged by criminal information in the District of Connecticut with a Sherman Act § 1 conspiracy in the foreign-exchange (FX) spot market for the euro/U.S. dollar (EUR/USD) currency pair.
- The government alleged that, beginning as early as December 2007 and continuing through at least January 2013, Citicorp traders and traders at competing global banks agreed to fix or manipulate EUR/USD prices and to rig bids and offers.
- Traders allegedly coordinated through a small, restricted electronic chat room, using coded communications to align trading strategies and reduce competition.
- The alleged conduct included sharing confidential customer order information, coordinating bids and offers, and timing and sizing trades (including around benchmark calculations) to influence market prices and benchmark rates.
- Citicorp waived indictment under Federal Rule of Criminal Procedure 7(b) and agreed to plead guilty pursuant to a Rule 11(c)(1)(C) agreement.
- The plea framework included a substantial criminal fine and a three-year term of corporate probation with compliance, reporting, and cooperation obligations.

## Issues

1. Whether Citicorp knowingly joined a horizontal agreement with competitors to fix prices and rig bids and offers in EUR/USD FX spot trading, constituting a per se unlawful restraint of trade under Sherman Act § 1.
2. Whether the court should accept a negotiated Rule 11(c)(1)(C) corporate guilty plea specifying a sentence that included a fine and a term of probation with compliance and cooperation conditions.
3. What probationary and compliance conditions were appropriate to prevent recurrence and support the ongoing criminal investigation.

## Decision

- The court accepted Citicorp’s guilty plea to the one-count criminal information charging a Sherman Act § 1 conspiracy involving EUR/USD FX spot trading.
- The court approved the Rule 11(c)(1)(C) plea agreement providing for a criminal fine and a three-year term of corporate probation.
- The probation required Citicorp to avoid further antitrust violations, cooperate with the government’s investigation, and implement and maintain enhanced compliance and reporting measures.
- Citicorp agreed to waive most appellate and collateral challenges to any sentence consistent with or below the agreed recommendation, while preserving claims for ineffective assistance of counsel or prosecutorial misconduct.

## Legal Principles

- Sherman Act § 1 (15 U.S.C. § 1) criminalizes agreements in restraint of trade affecting interstate or foreign commerce.
- Horizontal price-fixing and bid-rigging among competitors are treated as per se unlawful under § 1 in criminal antitrust enforcement.
- For a corporate criminal § 1 case, the government must prove an agreement, the defendant’s knowing and intentional participation, and an effect on interstate or foreign commerce; a guilty plea supplies admissions supporting these elements.
- Under Rule 11(c)(1)(C), a district court may accept a plea agreement that binds the parties to a specific sentencing disposition if the court approves the agreement; corporate probation may include compliance, reporting, and cooperation conditions.
- Plea agreements may include waivers of appeal and collateral attack within stated limits, subject to preserved exceptions.

## Conclusion

The court resolved the prosecution through Citicorp’s parent-level guilty plea to a per se unlawful FX price-fixing and bid-rigging conspiracy under Sherman Act § 1, approving a Rule 11(c)(1)(C) sentence that combined a substantial fine with a three-year corporate probation term centered on cooperation and compliance controls.


United States v. Citicorp, No. 3:15-cr-00078 (D. Conn. May 20, 2015)