- within Media, Telecoms, IT and Entertainment topic(s)
Key Takeaways:
- Comunicaciones Celulares S.A. ("Comcel") and its parent, Millicom International Cellular S.A. ("Millicom") recently announced a deferred prosecution agreement ("DPA") with DOJ that will resolve a long-running FCPA investigation first prompted by a voluntary self-disclosure in 2015.
- The investigative saga of cooperation, case closure, and case re-opening provides a reminder of potential pitfalls and continuing considerations when self-disclosing—even after an entity may think its case is resolved.
- The DPA also highlights DOJ's continued emphasis on ephemeral messaging in a company's cooperation efforts.
- Language in the DPA suggests that DOJ may seek to contextualize at least some long-running cases to align with the Trump Administration's stated FCPA priorities.
On November 10, 2025, Comunicaciones Celulares S.A. ("Comcel") and its parent, Millicom International Cellular S.A. ("Millicom") announced that they had resolved a Department of Justice ("DOJ") Foreign Corrupt Practices Act ("FCPA") inquiry regarding "historical improper payments made to Guatemalan government officials." Examination of the Deferred Prosecution Agreement ("DPA") that Comcel entered with the Department reveals several lessons for practitioners and companies, including the role that self-disclosure played in mitigating the punitive scope of the resolution for Comcel, as well as the challenges in realizing the full benefit of self-disclosure in the modern complex business environment—where multiple entities in a joint venture or multi-parent hierarchy may control key information.
Alleged Conduct
The conduct alleged in the DPA occurred from 2012 through 2018, during a time when Comcel was operating as a joint venture under the name "TIGO Guatemala" between Millicom and a Panamanian company called Telecomunicaciones Digitales, S.A. Although Millicom owned 55% of the joint venture, during this time the minority owner, Telecomunicaciones Digitales, and its individual owner exerted primary control over TIGO Guatemala. The core of the conduct was an allegedly widespread bribery scheme, in which cash payments were made to Guatemalan members of Congress (including in duffel bags couriered via helicopter) in exchange for legislation in support of TIGO Guatemala. TIGO Guatemala maintained an approximately 40-50% market share of Guatemala's mobile telecommunications sector during this period.
2015 Self-Disclosure
As highlighted in the DPA, in 2015, Millicom learned of and self-disclosed to DOJ certain facts concerning the historical bribe conduct to foreign officials in Guatemala that would later form the basis of this resolution.
However, as DOJ acknowledged, because Millicom did not maintain "operational control" over the joint venture, and because the joint-venture partner (and particularly its individual owner) restricted Millicom's access to employees and information, Millicom was unable to learn of or report the full extent of the conduct at the time. Therefore, while Millicom would go on to receive full cooperation credit based in part on this self-report—voluntarily initiating a full-scale DOJ investigation—Millicom still did not qualify for a declination under the Voluntary Self-Disclosure Policy.
The history of this self-disclosure underscores some of the prominent risks of self-disclosing at all. In the globalized business environment where an entity implicated in improper conduct may have multiple owners or differentiated parents in different jurisdictions, the entity undertaking to self-report faces conflicting incentives unless it can ensure that it can develop all facts the government will later deem critical. Without confidence that it can do so, the reporting entity faces the unattractive proposition of initiating its own government investigation without the assurance of a clear declination under the policy.
Case closed—or is it?
The DPA recites that DOJ then closed its investigation into Comcel in 2018, only to reopen the investigation after independently developing additional evidence in 2020.
Millicom then acquired full control of the joint venture by purchasing the shares owned by Telecomunicaciones Digitales in 2021. Millicom received a subpoena in 2022 as part of the re-opened investigation, and it went on to cooperate extensively with the government's investigation.
Ultimately, Millicom and Comcel resolved the matter with a $60 million fine and $58.2 million forfeiture. The fine represented a 50% discount off the bottom end of the applicable sentencing guidelines, reflecting maximum cooperation credit.
Despite the cooperation credit, the lengthy investigative history here and its ultimate punitive resolution serve as a reminder for disclosing companies that, even once they believe an investigation may have run its course, they may need to continue to assess the potential benefits of further self-disclosures as they develop new information, such as following a change in control of an implicated subsidiary.
Additional Takeaways from the DPA
- Remedial Measures – Ephemeral Messaging
According to the DPA, Millicom's extensive remediation efforts, particularly after acquiring full control in 2021, also played a critical role in receiving the maximum cooperation credit.
Among these many efforts, DOJ highlighted the development of "an ephemeral messaging policy" which includes "a system to preserve and analyze Company employees' ephemeral messages." This highlight—among the other traditional hallmarks of remediation like termination of bad actors, increased training, and expansion of compliance functions—demonstrates that DOJ intends to continue to operationalize its steady drumbeat of comments and policy updates over the past several years insisting on preservation of ephemeral messaging, including the January 2024 guidance from DOJ and the Federal Trade Commission. DOJ will likely continue to expect cooperating entities to demonstrate their efforts and technological capabilities to preserve such messages.
- Impact of The Trump Administration's Policy Shift: Cartel Connections
As we discussed in February and June, Attorney General Pamela Bondi issued a memorandum on her first day in office that directed the Department to prioritize FCPA prosecutions with a connection to cartels and transnational criminal organizations ("TCOs"), guidance which the Department then reinforced and further formalized in a set of FCPA Enforcement Guidelines issued four months later.
The Comcel resolution may not obviously intersect with these priorities, but the DPA did acknowledge that the scheme involved "the use of narcotrafficking proceeds to fund some of the bribes." The prominent placement of this reference early in the DPA, when describing the overall severity of the conduct, suggests that prosecutors may be spending extra effort to identify cartel and TCO connections that may support ongoing investigations, regardless of whether the investigation began with links to cartels or TCOs.
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