contract-law corporate-law
English name for Brazilian &#39;conduct adjustment agreement&#39;
<p>In Brazil, when some large companies are prosecuted for huge violations, sometimes judges and prosecutors understand that extreme actions are not the best way to mitigate the situation. Closing great corporations would leave thousands of people unemployed, people who often didn't anything wrong to be punished by the management acts.</p>

<p>So, in that case, they often do an special kind of agreement in which the company is obligated to do several changes in the way they work to keep running. The name such kind of agreement has could be literally translated to English as "Conduct Adjustment Agreement".</p>

<p>Perhaps I couldn't find so much references for such expression in web searches; most results are talking about how to translate the original Portuguese expression. </p>

<p>However, I don't think there must be a better name for this kind of agreement, maybe depending on the country itself, maybe something more "universal" among English-speaking countries.</p>

<p>Digging a little bit in the contract characteristics, I could even find an example of an agreement like this <a href="https://www.justice.gov/opa/press-release/file/967871/download" rel="nofollow noreferrer">here</a>. Except that it's a "Non-Prosecution" Agreement", it's something done before the prosecution (I guess, by the name). In my case it's signed after prosecution starts.</p>

<p>Could anyone help me to find a known and usual English name for such agreements?</p>

<p>In the United States, the most common name for such an agreement would be a "<a href="https://en.wikipedia.org/wiki/Consent_decree" rel="nofollow noreferrer">Consent Decree</a>." Wikipedia notes that:</p>

<blockquote>
  <p>It is similar to and sometimes referred to as an antitrust decree,
  stipulated judgment, settlement agreements, or consent judgment.</p>
</blockquote>

<p>In Brazil, <em>termo de ajuste de conduta</em> (TAC) refers to a <strong><a href="https://en.wikipedia.org/wiki/Deferred_prosecution" rel="nofollow noreferrer">deferred prosecution agreement</a></strong>.</p>

<p>This is the translation given in Coslovsky, Pires &amp; Bignami, '<a href="https://wagner.nyu.edu/files/faculty/publications/laps12019.pdf" rel="nofollow noreferrer">Brazil's labour laws</a>' <strong>59</strong>:2 <em><a href="https://www.jstor.org/journal/latiamerpolisoci" rel="nofollow noreferrer">Latin American Politics and Society</a></em> 90, 91:</p>

<blockquote>
  <p>Prosecutors are particularly influential when they bring the Brazilian equivalent of a class action (<em>ação civil pública</em>) on behalf of large and sometimes loosely defined groups of workers. In 2007, prosecutors in the Southeast region of the country initiated more than 3,300 investigations (<em>procedimentos investigatórios</em>) and 720 class actions and negotiated
  more than 860 deferred prosecution agreements (<em>termo de ajuste de conduta</em>, TAC;
  Ministério Público do Trabalho 2007).</p>
</blockquote>

<p>The <a href="https://en.wikipedia.org/wiki/Deferred_prosecution" rel="nofollow noreferrer">Wikipedia article</a> describes agreements negotiated by the US Department of Justice. DPAs are also negotiated by the UK Serious Fraud Office, who publish an <a href="https://www.sfo.gov.uk/publications/guidance-policy-and-protocols/deferred-prosecution-agreements/" rel="nofollow noreferrer">online guide to DPAs in the United Kingdom</a>. DPAs were introduced in the UK on 24 February 2014 and have the following 'key features':</p>

<blockquote>
  <ul>
  <li>They enable a corporate body to make full reparation for criminal behaviour without the collateral damage of a conviction (for example sanctions or reputational damage that could put the company out of business and destroy the jobs and investments of innocent people).</li>
  <li>They are concluded under the supervision of a judge, who must be convinced that the DPA is ‘in the interests of justice’ and that the terms are ‘fair, reasonable and proportionate’</li>
  <li>They avoid lengthy and costly trials</li>
  <li>They are transparent, public events</li>
  </ul>
</blockquote>

<p>Australian law has the concept of an "Enforceable Undertaking" in environmental and health and safety law. <a href="http://www.safework.nsw.gov.au/law-and-policy/enforcement/enforceable-undertakings" rel="nofollow noreferrer">Here</a> is an explanation from the NSW Work Health and Safety Regulator.</p>

<p>The must be proposed by the company and (subject to negotiation) accepted by the regulator <em>before</em> prosecution and they are not available for the most egregious offences. They are then ratified by the court.</p>
