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.
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.
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