On May 7, 2020, Herbalife filed its quarterly report for the first quarter of 2020 with the U.S. Securities and Exchange Commission (“SEC”). In its quarterly report, Herbalife advised investors that the Company had “reached an understanding in principle” to resolve bribery investigations by both the SEC and Department of Justice (“DOJ”) in connection with Herbalife’s China operations. Per the agreement, Herbalife stated that it: 1) “would enter into an administrative resolution with the SEC with respect to alleged violations of the books and records and internal controls provisions of the FCPA [Foreign Corrupt Practices Act]”; 2)“would separately enter into a deferred prosecution agreement (“DPA”) with DOJ, under which DOJ would defer criminal prosecution of the Company for a period of three years”; and 3) “would agree to pay the SEC and DOJ aggregate penalties, disgorgement and prejudgment interest of approximately $123 million.” Herbalife’s stock price fell over the following days as media outlets reported on the Company’s settlement over the following days, and the stock priced closed at $39.62 per share on May 11, 2020.
Then, on August 28, 2020, the SEC accepted the Offer of Settlement and issued an administrative order finding that the Company violated the books and records and internal controls provisions of the FCPA. The same day, the Company and DOJ separately entered into a court approved DPA under which DOJ deferred criminal prosecution of the Company for a period of three years related to a conspiracy to violate the books and records provisions of the FCPA. During the three-year period, the Company is required to among other things, undertake compliance self-reporting obligations. If the Company remains in compliance with the DPA during its three-year term, the deferred charge against the Company will be dismissed with prejudice. The Company has also agreed to pay the SEC and DOJ aggregate penalties, disgorgement, and prejudgment interest of approximately $123 million.
On August 28, 2020, on this news, the price of Herbalife’s stock fell significantly during intraday trading.