The U.S. Justice Department has closed an investigation into the audio headset maker Plantronics Inc. without criminal prosecution, citing the company's “full cooperation” with a foreign bribery investigation involving a communications technology firm that it acquired this year.

In settlements with the DOJ and U.S. securities regulators, the Santa Cruz, California-based company agreed to pay $36 million to resolve allegations involving Polycom, which Plantronics acquired in July. Plantronics, represented by Foley & Lardner and Wilson Sonsini Goodrich & Rosati, said the alleged misconduct predated its $2 billion acquisition of Polycom and that all of the Polycom employees involved had left the company by the time the deal closed in July.

The Securities and Exchange Commission said that, from 2006 until at least mid-2014, an executive and senior managers at Polycom's subsidiary in China provided steep discounts to the company's distributors and resellers with the understanding that they would put the money saved toward bribing government officials. “Throughout this period,” the SEC said, Polycom “lacked an effective anti-corruption compliance program with regard to its Chinese sales operations.”

Plantronics received a declination letter from the Justice Department explaining that prosecutors had opted against bringing charges because the company promptly reported Polycom's past misconduct and cooperated with the investigation.

The Justice Department's move made Plantronics at least the fourth company this year to receive a declination letter from the Justice Department under its policy for rewarding voluntary disclosure of violations of the Foreign Corrupt Practices Act, a federal law prohibiting bribery meant to build business overseas.

The policy, outlined in a November 2017 speech by Deputy Attorney General Rod Rosenstein, established a presumption that no charges would be filed against companies that promptly self-report and address violations of the anti-bribery law and then fully cooperate with investigators.

Rosenstein said the policy was intended to provide “greater certainty” to companies grappling with whether to voluntarily disclose misconduct to the Justice Department.

“We cannot eliminate all uncertainty,” Rosenstein said. “Preserving a measure of prosecutorial discretion is central to ensuring the exercise of justice. But with this new policy, we strike the balance in favor of greater clarity about our decision-making process.”

In May, Rosenstein rolled out a new policy that said the Justice Department would also seek to avoid “piling on” corporate defendants, a move aimed to “discourage disproportionate enforcement of laws by multiple authorities.”

A report from Wilmer Cutler Pickering Hale and Dorr said “it appears the DOJ has been moving in the direction of the policy by crediting companies for penalties paid in other jurisdictions.” Indeed, DOJ's declination letter in Polycom's case noted the company had agreed to pay $10.6 million in disgorgement to the SEC.

In its latest declination letter, the Justice Department noted that Polycom had terminated eight employees involved in the misconduct and discipline 18 others. The company had also taken steps to improve its compliance systems and provided “full cooperation,” which included making employees available for interviews and translating business documents.

Plantronics said it contacted the federal government after discovering “evidence of possible improper behavior on the part of former employees” at Polycom's subsidiary in China.

“We are very pleased that the investigation into some of Polycom's foreign operations has concluded,” Plantronics CEO Joe Burton said in a prepared statement. “Plantronics has been, and remains, committed to operating with ethical and financial integrity, and we look forward to the future with Polycom.”

Foley & Lardner partner Rohan Virginkar, a former prosecutor in DOJ's FCPA unit, and Caz Hashemi, a Palo Alto-based partner at Wilson Sonsini, represented Plantronics. Neither lawyer responded to requests for comment Thursday.

Read DOJ's declination letter below:

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