In re Walid Hatoum

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 74112 / January 22, 2015 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 3620 / January 22, 2015 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-16352 
 
 
In the Matter of 
 
Walid Hatoum 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Walid Hatoum (“Hatoum” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
these proceedings, which are admitted, and except as provided herein in Section V, Respondent 
consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to 
Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-
and-Desist Order (“Order”), as set forth below. 

 
 
 2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
Summary  
1. These proceedings arise from violations of the Foreign Corrupt Practices Act of 
1977 (the “FCPA”) [15 U.S.C. 78dd] by Respondent Walid Hatoum concerning offers of 
payment and other benefits to foreign officials in Qatar in connection with the award of 
government contracts to PBS&J International, Inc. (“PBSJ&J Int’l”), a wholly-owned subsidiary 
of PBSJ Corporation (“PBSJ”).   
    
Respondent 
 
2. Walid Hatoum (“Hatoum”), age 55, is a United States citizen who initially 
worked for PBSJ as an engineer from 1986 until 1990.  In February 2009, Hatoum was rehired to 
join PBS&J Int’l as its Director of International Marketing, even though his prior employment 
file at PBSJ had been marked “Ineligible for Rehire.” Although Hatoum did not formally join 
PBS&J Int’l until April 2009, he assisted PBS&J Int’l with identifying projects as early as 
November 2008.  Hatoum was promoted to President of PBS&J Int’l in mid-June 2009, and 
became an officer of PBSJ at the same time.   
Relevant Entities 
 
3. The PBSJ Corporation (“PBSJ”) was an employee-owned engineering and 
construction firm incorporated in Florida and headquartered in Tampa.  Through the relevant 
period, PBSJ’s common stock was registered pursuant to Section 12(g) of the Securities 
Exchange Act of 1934 (“Exchange Act”) and PBSJ filed annual and quarterly reports as required 
under Section 13(a) of the Exchange Act and Rules thereunder.
2
   
4. PBS&J International, Inc. (“PBS&J Int’l”) was a wholly-owned subsidiary of 
PBSJ headquartered and incorporated in Florida.  PBS&J Int’l was a provider of engineering, 
                                                 
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not  
binding on any other person or entity in this or any other proceeding.   
 
2
  On October 1, 2010, after the conduct at issue, WS Atkins plc (“Atkins”), a public limited engineering and 
design company based in the United Kingdom and organized under the laws of England and Wales, acquired PBSJ 
and all of its common stock.  Atkins is traded on the London Stock Exchange under the symbol ATK.L.  That day, 
PBSJ filed a Form 15 with the Commission, which terminated all offerings of its securities and removed all 
remaining securities from registration under Section 12(g).  Post-acquisition, PBSJ became an indirect wholly-
owned subsidiary of Atkins.  On April 1, 2011, PBSJ changed its name to The Atkins North America Holdings 
Corporation. 

 
 
 3 
architectural and planning services in international markets, including the Middle East.  PBS&J 
Int’l currently is a subsidiary of Atkins. 
Facts 
 
5. During 2009, PBS&J Int’l won two multi-million dollar development contracts.  
One contract was for work in Qatar and the other was for work in Morocco.  Both were 
competitively solicited and approved by the Qatari Diar Real Estate Investment Company 
(“Qatari Diar”).  Qatari Diar was established by the Qatari government to coordinate the 
country’s real estate development.   
6. PBSJ and PBS&J Int’l, through  Hatoum, offered bribes to the then-Director of 
International Projects at Qatari Diar (“Foreign Official”), to secure Qatari government contracts 
by planning to funnel funds to a local company the Foreign Official owned and controlled 
(“Local Partner”).  Foreign Official, a former business colleague of Hatoum’s at another U.S. 
engineering firm, worked for Qatari Diar throughout 2009, until his resignation from Qatari Diar 
on December 21, 2009.  Prior to joining PBSJ, Hatoum and Foreign Official discussed directing 
business in the Middle East to Local Partner.    
7. In return, Foreign Official provided PBS&J Int’l with access to confidential 
sealed-bid information and pricing information on the two government contracts that helped 
PBS&J Int’l tender bids that had a greater likelihood of being awarded, including a government 
contract for which the Foreign Official was the project manager.  
Offers and Promises Made to Foreign Official 
 
LRT Project in Qatar 
 
8. In November and December 2008, Hatoum began discussing potential 
employment with PBSJ.  Even before he received a formal employment contract, Hatoum met 
with PBS&J Int’l to discuss opportunities to grow PBS&J Int’l business in the Middle East.  
Hatoum discussed projects involving Qatari Diar, including a light rail transit project in Qatar 
(“the LRT Project”).   
9. In January 2009, Hatoum arranged for Foreign Official’s brother, through Local 
Partner, to introduce PBS&J Int’l to Qatari Diar senior executives involved in the LRT Project.  
Soon after that meeting, PBS&J Int’l decided to bid on the LRT Project.  PBS&J Int’l added 
Foreign Official’s company, Local Partner, on its proposal team as a subcontractor to handle 
local operations such as hiring local labor, as well as complying with bonding and insurance 
requirements.  In return, Hatoum and PBS&J Int’l agreed to pay the Foreign Official, through 
Local Partner, 40% of profits realized from any LRT Project contract as well as reimburse its 
direct costs.  The remaining profits were to be split between PBS&J Int’l (40%) and another 
U.S.-based subcontractor (20%), which would perform all of the planning and engineering 
services for the LRT project.   

 
 
 4 
10. At that time, Hatoum was the only person at PBS&J Int’l who had any knowledge 
about Foreign Official’s ownership interest in Local Partner.  Had PBSJ conducted meaningful 
due diligence at that time, it would have discovered the Foreign Official’s dual role as both 
government official and third-party owner/operator of Local Partner.   
11. During the bidding process, Foreign Official gave confidential sealed bid 
information to PBS&J Int’l to assist it in winning the LRT Project in return for promised 
payments.  Foreign Official also made strategic and technical decisions on many aspects of the 
LRT Project that favored PBS&J Int’l with Hatoum’s knowledge. 
12. Foreign Official used a Local Partner alias to communicate that information to 
Hatoum and other PBSJ and PBS&J Int’l employees while disguising his involvement on 
multiple conference calls and in dozens of emails to the United States.  Hatoum was aware that 
Foreign Official was using the alias in communications with PBSJ employees, officers, and 
directors and with Qatari Diar.  Hatoum flew to the Middle East to meet with Qatari Diar 
officials, including Foreign Official, to discuss PBS&J Int’l’s qualifications for the LRT Project.  
At the meeting, neither Foreign Official nor Hatoum informed Qatari Diar that Foreign Official 
was working for Local Partner and providing confidential information and other assistance to 
help PBS&J Int’l win the contracts. 
13. Following its initial submission, PBS&J Int’l revised its bid, based on information 
and guidance provided by the Foreign Official, to best position itself to win the LRT Project and 
to withstand possible challenges from competitors.  On or about August 3, 2009, Qatari Diar 
awarded the LRT Project contract worth approximately $35.6 million to PBS&J Int’l.   
14. After the award, PBS&J Int’l opened a joint account with Local Partner that was 
accessible to Foreign Official’s wife.  PBS&J Int’l  also authorized a four-year letter of credit 
relating to a bank guarantee in Qatar.  The letter of credit was a precondition for receipt of the 
first contract payment by Qatari Diar to PBS&J Int’l, an upfront, 10% (approximately $3.6 
million) payment, which was deposited into the joint account.  
15. Once the award was received, Hatoum offered Foreign Official an “agency fee” to 
Local Partner for 1.8% of the LRT Project contract amount (equivalent to approximately 
$640,000).  Additionally, PBS&J Int’l agreed to pay half of the salary of Foreign Official’s wife, 
who worked for Local Partner.   
Design Contract in Morocco 
 
16. In addition to the LRT Project, Qatari Diar opened a Morocco hotel resort 
development (“Morocco Project”) for competitive bid.  On August 7, 2009, PBS&J Int’l emailed 
its Statement of Qualifications for the design contract to Foreign Official, the Qatari Diar project 
manager for the Morocco Project.  
17. In October 2009, Hatoum offered payment to Foreign Official in the form of an 
agency fee to Local Partner to secure the Morocco Project.  The Morocco Project was worth 

 
 
 5 
approximately $25 million to PBSJ Int’l, of which the Foreign Official was offered an agency fee 
of 3% of the contract amount, which equates to approximately $750,000.  Hatoum instructed a 
PBS&J Int’l employee to hide the agency fee within the company’s bid proposal by inflating 
other components of the offer for the Morocco Project.   
18. Foreign Official attended meetings with PBS&J Int’l employees to discuss the 
project but neither Foreign Official nor Hatoum told employees that he was working for Local 
Partner.  At the same time, Foreign Official, using his Local Partner alias, reviewed and made 
changes to PBS&J Int’l’s original bid offer via email and phone.  He also made key technical and 
strategic proposal decisions throughout the bidding process and instructed PBS&J Int’l to lower 
its offer to a specific dollar amount.  By doing so, he ensured PBS&J Int’l’s final bid had a 
greater likelihood of being approved by Qatari Diar.  On or around October 19, 2009, Qatari Diar 
informed PBS&J Int’l that it was awarded the Morocco Project.   
Red Flags 
 
19. PBSJ and PBS&J Int’l officers and employees ignored multiple red flags that 
should have led them to uncover the payment scheme.  For example, PBS&J Int’l and PBSJ 
employees knew that Local Partner was providing them with confidential sealed bid information.  
Hatoum also informed the employees that he was obtaining information from someone that 
Hatoum described as a “good friend” and “top executive” at Qatari Diar.  Before PBS&J Int’l 
submitted its bid for the Morocco Project, a PBS&J Int’l officer learned that the husband of one 
of the Local Partner employees was a government official working on the Morocco Project.  The 
PBS&J Int’l officer learned of Foreign Official’s role while attending dinner with Hatoum, 
Foreign Official and the Foreign Official’s wife.  In addition, a PBSJ employee knew that 
“agency fees” to Local Partner were disguised as legitimate costs within the Morocco Project 
bid.   
 
Discovery of the Payment Scheme 
 
20. Shortly after PBS&J Int’l was awarded the Morocco Project contract, PBSJ’s 
former Chief Operating Officer commented to PBSJ’s then-general counsel that PBS&J Int’l was 
successful in winning two contracts in the Middle East within a fairly short period of time.  
PBSJ’s then-general counsel asked Hatoum how he was able to win the LRT and Morocco 
Project contracts over companies with far more international experience.  Hatoum told PBSJ’s 
then-general counsel PBSJ offered “agency fees” in order to win the projects and, when asked, 
admitted there “would be a problem” if the agency fees were not paid.  PBSJ’s then-general 
counsel immediately launched an investigation of this issue.   
21. Three weeks later, in November 2009, a Qatari government official informed 
Hatoum and the then-President of PBSJ that Qatari Diar had discovered Foreign Official’s 
involvement in Local Partner and was rescinding PBS&J Int’l’s contract for the Morocco 
Project.  Hatoum then secretly made an offer of employment to a second Qatari foreign official 
in return for influencing Qatari Diar to reinstate the contract.  However, Qatari Diar refused to 

 
 
 6 
reinstate the contract and did not provide PBS&J Int’l any proceeds for the project.  PBSJ 
suspended Hatoum in December 2009.  Hatoum also began deleting emails and other records. 
22. PBS&J Int’l and Qatari Diar negotiated a termination of the LRT Project contract 
effective December 31, 2009.  In January 2010, Qatari Diar entered into a bridge contract with 
PBS&J Int’l to continue work on the LRT Project (the “Bridge Contract”) until a replacement 
company could be found.  Ultimately, the period of performance on the Bridge Contract was 16 
½ months.  PBS&J Int’l earned $2,892,504 in profits on the Bridge Contract.  PBSJ and Qatari 
Diar caught Hatoum’s scheme before any of the offered and authorized amounts were paid. 
Hatoum Caused PBSJ’s Inaccurate Books and Records 
 
23. Hatoum authorized illicit payments to Foreign Official that were not accurately 
and fairly reflected on PBSJ’s books and records.  Hatoum directed subordinates to conceal some 
of the payments he offered and authorized to Foreign Official within bids.  Other offers and 
promises to pay authorized by Hatoum to Foreign Official were improperly described in the 
books and records as legitimate transaction costs with his knowledge.   
 
Hatoum Caused PBSJ’s Internal Accounting Control Failure 
 
24. On April 22, 2009, Hatoum signed a “Business Conduct Standards” agreement for 
PBSJ employees in which he agreed that “I will neither accept nor give bribes or kickbacks of 
any value for services or favorable treatment for contracts.”  As a high level manager at PBS&J 
Int’l and later as an officer of PBSJ, Hatoum was responsible for maintaining and ensuring 
compliance with PBSJ’s internal accounting controls at PBS&J Int’l.  Hatoum, however, 
repeatedly exploited the company’s internal accounting control deficiencies to offer and 
authorize payments to Foreign Official through Local Partner totaling approximately $1,390,000 
to secure the LRT and Morocco Projects, plus 40% of any profits realized from the LRT Project 
and partial salary to Foreign Official’s wife.  Hatoum instructed subordinates to inflate PBS&J 
Int’l bids by concealing payments to Local Partner intended for Foreign Official.  Hatoum took 
advantage of PBSJ’s accounting controls system by introducing Local Partner as a “legitimate” 
potential partner for the LRT Project and authorized a subordinate to execute an agreement to 
pay Local Partner 40% of the LRT Project profits without subjecting Local Partner or its 
employees to any meaningful due diligence.  Hatoum also knowingly executed - and caused a 
PBS&J Int’l employee to send a questionnaire requesting advocacy assistance from the United 
States Department of Commerce that included false representations about Local Partner and 
PBS&J Int’l.  Although Hatoum did not participate in PBSJ’s FCPA training until after the 
scheme was uncovered, Hatoum was aware of the prohibitions of the FCPA from annual FCPA 
training that he received from his former employer.    
 
Legal Standards and Violations 
25. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any 

 
 
 7 
provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 
that is, was, or would be a cause of the violation, due to an act or omission the person knew or 
should have known would contribute to such violation. 
FCPA Violations 
 
26. As a result of the conduct described above, Hatoum violated Section 30A of the 
Exchange Act, which prohibits any issuer, officer, director, employee, or agent of such issuer or 
any stockholder thereof acting on behalf of the issuer, to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to 
pay, or authorization of the payment of any money, or offer, gift, promise to give, or 
authorization of the giving of anything of value to any foreign official or any person, while 
knowing that all or a portion of such money or thing of value will be offered, given, or promised, 
directly or indirectly, to any foreign official for the purposes of (i) influencing any act or 
decision of such foreign official in his official capacity, (ii) inducing such foreign official to do 
or omit to do any act in violation of the lawful duty of such official, or (iii) securing any 
improper advantage in order to assist such issuer in obtaining or retaining business for or with, or 
directing business to, any person. 
.  
27. As a result of the conduct described above, Hatoum caused violations of Section 
13(b)(2)(A) of the Exchange Act by PBSJ, which requires reporting companies to make and keep 
books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 
transactions and dispositions of their assets.  
 
28. Lastly, as a result of the conduct described above, Hatoum caused violations of 
Section 13(b)(2)(B) of the Exchange Act by PBSJ, and violated Section 13(b)(5) and Rule 13b2-
1 thereunder, which requires all reporting companies to devise and maintain a system of internal 
accounting controls sufficient to provide reasonable assurances that transactions are recorded as 
necessary to permit preparation of financial statements in accordance with generally accepted 
accounting principles; and prohibit persons from knowingly circumventing or knowingly failing 
to implement a system of internal accounting controls, knowingly falsifying any book, record or 
account, and directly or indirectly falsifying or causing to be falsified any book, record, or 
account.  
 
Undertaking 
 
29. Respondent undertakes to do the following:  in connection with this action and 
any related judicial or administrative proceeding or investigation commenced by the 
Commission or to which the Commission is a party, Respondent (i) agrees to appear and be 
interviewed by Commission staff at such times and places as the staff requests upon reasonable 
notice; (ii) will accept service by mail or facsimile transmission of notices or subpoenas issued 
by the Commission for documents or testimony at depositions, hearings, or trials, or in 
connection with any related investigation by Commission staff; (iii) appoints Respondent's 
undersigned attorney as agent to receive service of such notices and subpoenas; (iv) with respect 

 
 
 8 
to such notices and subpoenas, waives the territorial limits on service contained in Rule 45 of the 
Federal Rules of Civil Procedure and any applicable local rules, provided that the party requesting 
the testimony reimburses Respondent's travel, lodging, and subsistence expenses at the then-
prevailing U.S. Government per diem rates; and (v) consents to personal jurisdiction over 
Respondent in any United States District Court for purposes of enforcing any such subpoena. 
 
30. In determining whether to accept the Offer, the Commission has considered these 
undertakings. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Walid Hatoum’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 
13(b)(5), and 30A of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(2)(B), 78m(b)(5), and 
78dd-1] and Rule 13b2-1 thereunder [17 C.F.R. § 240.13b2-1].   
 
 B. Respondent shall, within fourteen days of the entry of this Order, pay a civil 
money penalty in the amount of $50,000 to the Securities and Exchange Commission.  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 3717.  Payment must be 
made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request; 
 
(2) Respondent may make direct payment from a bank account via Pay.gov through the 
SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and 
hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

 
 
 9 
Payments  by  check  or  money  order  must  be  accompanied  by  a  cover  letter  identifying Walid 
Hatoum as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the  cover  letter  and  check  or  money  order  must  be  sent  to Tracy  L.  Price,  Assistant  Director, 
Division of Enforcement, Securities and Exchange Commission, 100  F St.,  NE, Washington, DC 
20549-5631.   
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 
Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Respondent under this Order or any other judgment, order, consent order, decree 
or settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondent of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 
 
 
 By the Commission. 
 
 
 
 
       Brent J. Fields 
       Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 74112 / January 22, 2015 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 3620 / January 22, 2015 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-16352 

 

 

In the Matter of 

 

Walid Hatoum 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Walid Hatoum (“Hatoum” or “Respondent”).   

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 

these proceedings, which are admitted, and except as provided herein in Section V, Respondent 

consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to 

Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-

and-Desist Order (“Order”), as set forth below. 



 

 

 2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  

 

Summary  

1. These proceedings arise from violations of the Foreign Corrupt Practices Act of 

1977 (the “FCPA”) [15 U.S.C. 78dd] by Respondent Walid Hatoum concerning offers of 

payment and other benefits to foreign officials in Qatar in connection with the award of 

government contracts to PBS&J International, Inc. (“PBSJ&J Int’l”), a wholly-owned subsidiary 

of PBSJ Corporation (“PBSJ”).   

    

Respondent 

 

2. Walid Hatoum (“Hatoum”), age 55, is a United States citizen who initially 

worked for PBSJ as an engineer from 1986 until 1990.  In February 2009, Hatoum was rehired to 

join PBS&J Int’l as its Director of International Marketing, even though his prior employment 

file at PBSJ had been marked “Ineligible for Rehire.” Although Hatoum did not formally join 

PBS&J Int’l until April 2009, he assisted PBS&J Int’l with identifying projects as early as 

November 2008.  Hatoum was promoted to President of PBS&J Int’l in mid-June 2009, and 

became an officer of PBSJ at the same time.   

Relevant Entities 

 

3. The PBSJ Corporation (“PBSJ”) was an employee-owned engineering and 

construction firm incorporated in Florida and headquartered in Tampa.  Through the relevant 

period, PBSJ’s common stock was registered pursuant to Section 12(g) of the Securities 

Exchange Act of 1934 (“Exchange Act”) and PBSJ filed annual and quarterly reports as required 

under Section 13(a) of the Exchange Act and Rules thereunder.
2
   

4. PBS&J International, Inc. (“PBS&J Int’l”) was a wholly-owned subsidiary of 

PBSJ headquartered and incorporated in Florida.  PBS&J Int’l was a provider of engineering, 

                                                 
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not  

binding on any other person or entity in this or any other proceeding.   

 
2
  On October 1, 2010, after the conduct at issue, WS Atkins plc (“Atkins”), a public limited engineering and 

design company based in the United Kingdom and organized under the laws of England and Wales, acquired PBSJ 

and all of its common stock.  Atkins is traded on the London Stock Exchange under the symbol ATK.L.  That day, 

PBSJ filed a Form 15 with the Commission, which terminated all offerings of its securities and removed all 

remaining securities from registration under Section 12(g).  Post-acquisition, PBSJ became an indirect wholly-

owned subsidiary of Atkins.  On April 1, 2011, PBSJ changed its name to The Atkins North America Holdings 

Corporation. 



 

 

 3 

architectural and planning services in international markets, including the Middle East.  PBS&J 

Int’l currently is a subsidiary of Atkins. 

Facts 

 

5. During 2009, PBS&J Int’l won two multi-million dollar development contracts.  

One contract was for work in Qatar and the other was for work in Morocco.  Both were 

competitively solicited and approved by the Qatari Diar Real Estate Investment Company 

(“Qatari Diar”).  Qatari Diar was established by the Qatari government to coordinate the 

country’s real estate development.   

6. PBSJ and PBS&J Int’l, through  Hatoum, offered bribes to the then-Director of 

International Projects at Qatari Diar (“Foreign Official”), to secure Qatari government contracts 

by planning to funnel funds to a local company the Foreign Official owned and controlled 

(“Local Partner”).  Foreign Official, a former business colleague of Hatoum’s at another U.S. 

engineering firm, worked for Qatari Diar throughout 2009, until his resignation from Qatari Diar 

on December 21, 2009.  Prior to joining PBSJ, Hatoum and Foreign Official discussed directing 

business in the Middle East to Local Partner.    

7. In return, Foreign Official provided PBS&J Int’l with access to confidential 

sealed-bid information and pricing information on the two government contracts that helped 

PBS&J Int’l tender bids that had a greater likelihood of being awarded, including a government 

contract for which the Foreign Official was the project manager.  

Offers and Promises Made to Foreign Official 

 

LRT Project in Qatar 

 

8. In November and December 2008, Hatoum began discussing potential 

employment with PBSJ.  Even before he received a formal employment contract, Hatoum met 

with PBS&J Int’l to discuss opportunities to grow PBS&J Int’l business in the Middle East.  

Hatoum discussed projects involving Qatari Diar, including a light rail transit project in Qatar 

(“the LRT Project”).   

9. In January 2009, Hatoum arranged for Foreign Official’s brother, through Local 

Partner, to introduce PBS&J Int’l to Qatari Diar senior executives involved in the LRT Project.  

Soon after that meeting, PBS&J Int’l decided to bid on the LRT Project.  PBS&J Int’l added 

Foreign Official’s company, Local Partner, on its proposal team as a subcontractor to handle 

local operations such as hiring local labor, as well as complying with bonding and insurance 

requirements.  In return, Hatoum and PBS&J Int’l agreed to pay the Foreign Official, through 

Local Partner, 40% of profits realized from any LRT Project contract as well as reimburse its 

direct costs.  The remaining profits were to be split between PBS&J Int’l (40%) and another 

U.S.-based subcontractor (20%), which would perform all of the planning and engineering 

services for the LRT project.   



 

 

 4 

10. At that time, Hatoum was the only person at PBS&J Int’l who had any knowledge 

about Foreign Official’s ownership interest in Local Partner.  Had PBSJ conducted meaningful 

due diligence at that time, it would have discovered the Foreign Official’s dual role as both 

government official and third-party owner/operator of Local Partner.   

11. During the bidding process, Foreign Official gave confidential sealed bid 

information to PBS&J Int’l to assist it in winning the LRT Project in return for promised 

payments.  Foreign Official also made strategic and technical decisions on many aspects of the 

LRT Project that favored PBS&J Int’l with Hatoum’s knowledge. 

12. Foreign Official used a Local Partner alias to communicate that information to 

Hatoum and other PBSJ and PBS&J Int’l employees while disguising his involvement on 

multiple conference calls and in dozens of emails to the United States.  Hatoum was aware that 

Foreign Official was using the alias in communications with PBSJ employees, officers, and 

directors and with Qatari Diar.  Hatoum flew to the Middle East to meet with Qatari Diar 

officials, including Foreign Official, to discuss PBS&J Int’l’s qualifications for the LRT Project.  

At the meeting, neither Foreign Official nor Hatoum informed Qatari Diar that Foreign Official 

was working for Local Partner and providing confidential information and other assistance to 

help PBS&J Int’l win the contracts. 

13. Following its initial submission, PBS&J Int’l revised its bid, based on information 

and guidance provided by the Foreign Official, to best position itself to win the LRT Project and 

to withstand possible challenges from competitors.  On or about August 3, 2009, Qatari Diar 

awarded the LRT Project contract worth approximately $35.6 million to PBS&J Int’l.   

14. After the award, PBS&J Int’l opened a joint account with Local Partner that was 

accessible to Foreign Official’s wife.  PBS&J Int’l  also authorized a four-year letter of credit 

relating to a bank guarantee in Qatar.  The letter of credit was a precondition for receipt of the 

first contract payment by Qatari Diar to PBS&J Int’l, an upfront, 10% (approximately $3.6 

million) payment, which was deposited into the joint account.  

15. Once the award was received, Hatoum offered Foreign Official an “agency fee” to 

Local Partner for 1.8% of the LRT Project contract amount (equivalent to approximately 

$640,000).  Additionally, PBS&J Int’l agreed to pay half of the salary of Foreign Official’s wife, 

who worked for Local Partner.   

Design Contract in Morocco 

 

16. In addition to the LRT Project, Qatari Diar opened a Morocco hotel resort 

development (“Morocco Project”) for competitive bid.  On August 7, 2009, PBS&J Int’l emailed 

its Statement of Qualifications for the design contract to Foreign Official, the Qatari Diar project 

manager for the Morocco Project.  

17. In October 2009, Hatoum offered payment to Foreign Official in the form of an 

agency fee to Local Partner to secure the Morocco Project.  The Morocco Project was worth 



 

 

 5 

approximately $25 million to PBSJ Int’l, of which the Foreign Official was offered an agency fee 

of 3% of the contract amount, which equates to approximately $750,000.  Hatoum instructed a 

PBS&J Int’l employee to hide the agency fee within the company’s bid proposal by inflating 

other components of the offer for the Morocco Project.   

18. Foreign Official attended meetings with PBS&J Int’l employees to discuss the 

project but neither Foreign Official nor Hatoum told employees that he was working for Local 

Partner.  At the same time, Foreign Official, using his Local Partner alias, reviewed and made 

changes to PBS&J Int’l’s original bid offer via email and phone.  He also made key technical and 

strategic proposal decisions throughout the bidding process and instructed PBS&J Int’l to lower 

its offer to a specific dollar amount.  By doing so, he ensured PBS&J Int’l’s final bid had a 

greater likelihood of being approved by Qatari Diar.  On or around October 19, 2009, Qatari Diar 

informed PBS&J Int’l that it was awarded the Morocco Project.   

Red Flags 

 

19. PBSJ and PBS&J Int’l officers and employees ignored multiple red flags that 

should have led them to uncover the payment scheme.  For example, PBS&J Int’l and PBSJ 

employees knew that Local Partner was providing them with confidential sealed bid information.  

Hatoum also informed the employees that he was obtaining information from someone that 

Hatoum described as a “good friend” and “top executive” at Qatari Diar.  Before PBS&J Int’l 

submitted its bid for the Morocco Project, a PBS&J Int’l officer learned that the husband of one 

of the Local Partner employees was a government official working on the Morocco Project.  The 

PBS&J Int’l officer learned of Foreign Official’s role while attending dinner with Hatoum, 

Foreign Official and the Foreign Official’s wife.  In addition, a PBSJ employee knew that 

“agency fees” to Local Partner were disguised as legitimate costs within the Morocco Project 

bid.   

 

Discovery of the Payment Scheme 

 

20. Shortly after PBS&J Int’l was awarded the Morocco Project contract, PBSJ’s 

former Chief Operating Officer commented to PBSJ’s then-general counsel that PBS&J Int’l was 

successful in winning two contracts in the Middle East within a fairly short period of time.  

PBSJ’s then-general counsel asked Hatoum how he was able to win the LRT and Morocco 

Project contracts over companies with far more international experience.  Hatoum told PBSJ’s 

then-general counsel PBSJ offered “agency fees” in order to win the projects and, when asked, 

admitted there “would be a problem” if the agency fees were not paid.  PBSJ’s then-general 

counsel immediately launched an investigation of this issue.   

21. Three weeks later, in November 2009, a Qatari government official informed 

Hatoum and the then-President of PBSJ that Qatari Diar had discovered Foreign Official’s 

involvement in Local Partner and was rescinding PBS&J Int’l’s contract for the Morocco 

Project.  Hatoum then secretly made an offer of employment to a second Qatari foreign official 

in return for influencing Qatari Diar to reinstate the contract.  However, Qatari Diar refused to 



 

 

 6 

reinstate the contract and did not provide PBS&J Int’l any proceeds for the project.  PBSJ 

suspended Hatoum in December 2009.  Hatoum also began deleting emails and other records. 

22. PBS&J Int’l and Qatari Diar negotiated a termination of the LRT Project contract 

effective December 31, 2009.  In January 2010, Qatari Diar entered into a bridge contract with 

PBS&J Int’l to continue work on the LRT Project (the “Bridge Contract”) until a replacement 

company could be found.  Ultimately, the period of performance on the Bridge Contract was 16 

½ months.  PBS&J Int’l earned $2,892,504 in profits on the Bridge Contract.  PBSJ and Qatari 

Diar caught Hatoum’s scheme before any of the offered and authorized amounts were paid. 

Hatoum Caused PBSJ’s Inaccurate Books and Records 
 

23. Hatoum authorized illicit payments to Foreign Official that were not accurately 

and fairly reflected on PBSJ’s books and records.  Hatoum directed subordinates to conceal some 

of the payments he offered and authorized to Foreign Official within bids.  Other offers and 

promises to pay authorized by Hatoum to Foreign Official were improperly described in the 

books and records as legitimate transaction costs with his knowledge.   

 

Hatoum Caused PBSJ’s Internal Accounting Control Failure 

 

24. On April 22, 2009, Hatoum signed a “Business Conduct Standards” agreement for 

PBSJ employees in which he agreed that “I will neither accept nor give bribes or kickbacks of 

any value for services or favorable treatment for contracts.”  As a high level manager at PBS&J 

Int’l and later as an officer of PBSJ, Hatoum was responsible for maintaining and ensuring 

compliance with PBSJ’s internal accounting controls at PBS&J Int’l.  Hatoum, however, 

repeatedly exploited the company’s internal accounting control deficiencies to offer and 

authorize payments to Foreign Official through Local Partner totaling approximately $1,390,000 

to secure the LRT and Morocco Projects, plus 40% of any profits realized from the LRT Project 

and partial salary to Foreign Official’s wife.  Hatoum instructed subordinates to inflate PBS&J 

Int’l bids by concealing payments to Local Partner intended for Foreign Official.  Hatoum took 

advantage of PBSJ’s accounting controls system by introducing Local Partner as a “legitimate” 

potential partner for the LRT Project and authorized a subordinate to execute an agreement to 

pay Local Partner 40% of the LRT Project profits without subjecting Local Partner or its 

employees to any meaningful due diligence.  Hatoum also knowingly executed - and caused a 

PBS&J Int’l employee to send a questionnaire requesting advocacy assistance from the United 

States Department of Commerce that included false representations about Local Partner and 

PBS&J Int’l.  Although Hatoum did not participate in PBSJ’s FCPA training until after the 

scheme was uncovered, Hatoum was aware of the prohibitions of the FCPA from annual FCPA 

training that he received from his former employer.    

 

Legal Standards and Violations 

25. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-

and-desist order upon any person who is violating, has violated, or is about to violate any 



 

 

 7 

provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 

that is, was, or would be a cause of the violation, due to an act or omission the person knew or 

should have known would contribute to such violation. 

FCPA Violations 

 

26. As a result of the conduct described above, Hatoum violated Section 30A of the 

Exchange Act, which prohibits any issuer, officer, director, employee, or agent of such issuer or 

any stockholder thereof acting on behalf of the issuer, to make use of the mails or any means or 

instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to 

pay, or authorization of the payment of any money, or offer, gift, promise to give, or 

authorization of the giving of anything of value to any foreign official or any person, while 

knowing that all or a portion of such money or thing of value will be offered, given, or promised, 

directly or indirectly, to any foreign official for the purposes of (i) influencing any act or 

decision of such foreign official in his official capacity, (ii) inducing such foreign official to do 

or omit to do any act in violation of the lawful duty of such official, or (iii) securing any 

improper advantage in order to assist such issuer in obtaining or retaining business for or with, or 

directing business to, any person. 

.  

27. As a result of the conduct described above, Hatoum caused violations of Section 

13(b)(2)(A) of the Exchange Act by PBSJ, which requires reporting companies to make and keep 

books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 

transactions and dispositions of their assets.  

 

28. Lastly, as a result of the conduct described above, Hatoum caused violations of 

Section 13(b)(2)(B) of the Exchange Act by PBSJ, and violated Section 13(b)(5) and Rule 13b2-

1 thereunder, which requires all reporting companies to devise and maintain a system of internal 

accounting controls sufficient to provide reasonable assurances that transactions are recorded as 

necessary to permit preparation of financial statements in accordance with generally accepted 

accounting principles; and prohibit persons from knowingly circumventing or knowingly failing 

to implement a system of internal accounting controls, knowingly falsifying any book, record or 

account, and directly or indirectly falsifying or causing to be falsified any book, record, or 

account.  

 

Undertaking 

 

29. Respondent undertakes to do the following:  in connection with this action and 

any related judicial or administrative proceeding or investigation commenced by the 

Commission or to which the Commission is a party, Respondent (i) agrees to appear and be 

interviewed by Commission staff at such times and places as the staff requests upon reasonable 

notice; (ii) will accept service by mail or facsimile transmission of notices or subpoenas issued 

by the Commission for documents or testimony at depositions, hearings, or trials, or in 

connection with any related investigation by Commission staff; (iii) appoints Respondent's 

undersigned attorney as agent to receive service of such notices and subpoenas; (iv) with respect 



 

 

 8 

to such notices and subpoenas, waives the territorial limits on service contained in Rule 45 of the 

Federal Rules of Civil Procedure and any applicable local rules, provided that the party requesting 

the testimony reimburses Respondent's travel, lodging, and subsistence expenses at the then-

prevailing U.S. Government per diem rates; and (v) consents to personal jurisdiction over 

Respondent in any United States District Court for purposes of enforcing any such subpoena. 

 

30. In determining whether to accept the Offer, the Commission has considered these 

undertakings. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Walid Hatoum’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 

13(b)(5), and 30A of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(2)(B), 78m(b)(5), and 

78dd-1] and Rule 13b2-1 thereunder [17 C.F.R. § 240.13b2-1].   

 

 B. Respondent shall, within fourteen days of the entry of this Order, pay a civil 

money penalty in the amount of $50,000 to the Securities and Exchange Commission.  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 3717.  Payment must be 

made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request; 

 

(2) Respondent may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and 

hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 



 

 

 9 

Payments by check or money order must be accompanied by a cover letter identifying Walid 

Hatoum as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Tracy L. Price, Assistant Director, 

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549-5631.   

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

 

 

 By the Commission. 

 

 

 

 

       Brent J. Fields 

       Secretary