The Department of Justice and the Securities and Exchange Commission today released their long-awaited guidance on the U.S. Foreign Corrupt Practices Act ("FCPA"). The 130-page document contains the most comprehensive FCPA analysis produced by the U.S. Government to date and provides insight into current DOJ and SEC enforcement practices. Topics addressed include who and what is covered by the FCPA; proper and improper gifts, travel, and entertainment expenses; successor liability in the mergers and acquisitions context; and effective corporate compliance programs.

FCPA Overview

The Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) makes it unlawful for certain classes of persons and entities to provide money or anything of value to foreign government officials to assist in obtaining or retaining business. The FCPA also requires companies whose securities are listed in the United States to (1) make and keep books and records that accurately and fairly reflect the transactions of the corporation and (2) devise and maintain an adequate system of internal accounting controls. The FCPA has been vigorously enforced in recent years, and violations can result in significant civil, criminal, and administrative penalties.

For more information about the FCPA, please contact Alan Enslen (205.254.1095 or 256.512.5731), Anthony Joseph (205.254.1224) or Harrison Smith (205.254.1101).

This Newsletter is for information purposes only and should not be construed as legal advice. This information is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. For more information or an explanation about the matters discussed in this Newsletter, please contact the attorneys listed above at Maynard, Cooper & Gale, P.C.

IRS Circular 230 Disclosure – To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.