FCPA (Foreign Corrupt Practices Act)

The FCPA is the most aggressively enforced anti-corruption law in the world. The US Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have collected over $30 billion in FCPA penalties since the law's enactment. Its reach is global — any company with a connection to the US (a US listing, US bank account, or even a single email routed through US servers) can face FCPA prosecution.

Anti-Bribery Provisions

Prohibit paying, offering, or promising anything of value to:

• Foreign government officials (broadly defined — includes state-owned enterprise employees)
• To obtain or retain business or secure an improper advantage

This applies to:

• US companies and citizens, anywhere in the world
• Foreign companies listed on US stock exchanges
• Any person or entity acting within US territory
• Third parties (agents, consultants, distributors) acting on behalf of covered entities

Accounting Provisions

Require publicly traded companies to:

• Maintain accurate books and records that fairly reflect transactions
• Implement internal accounting controls sufficient to provide reasonable assurance that transactions are authorized and properly recorded

These provisions apply even when no bribery occurred — inaccurate books alone can violate the FCPA.

• Cash payments and wire transfers
• Gifts and entertainment — lavish meals, travel, luxury items
• Charitable contributions made at the request of an official
• Jobs or internships offered to officials' family members
• Third-party payments routed through agents, consultants, or shell companies

"Facilitating payments" for routine governmental action (e.g., processing permits) are technically exempt but are practically risky and prohibited by the UK Bribery Act.

• Criminal fines up to $250,000 per violation for individuals; up to $2 million per violation for companies
• Alternative fines of up to twice the benefit gained
• Prison time up to 5 years for anti-bribery violations, 20 years for accounting violations
• Disgorgement of profits from corrupt transactions
• Debarment from government contracts

Notable settlements: Ericsson ($1.06B), Goldman Sachs ($2.9B), Airbus (€3.6B combined with UK/France).

• 15 U.S.C. §§ 78dd-1 to 78dd-3 — FCPA anti-bribery provisions
• 15 U.S.C. §§ 78m(b)(2), (b)(7) — accounting provisions
• DOJ/SEC FCPA Resource Guide — comprehensive interpretive guidance