SEC & DOJ Release Resource Guide on FCPA Compliance
The Securities and Exchange Commission, along with the Department of Justice, released a guide to the Foreign Corrupt Practices Act. The resource “aims to provide businesses and individuals with information to help them abide by the law, detect and prevent FCPA violations, and implement effective compliance programs,” it said. The 120-page guide, entitled “A Resource Guide to the U.S. Foreign Corrupt Practices Act,” provides a detailed analysis of the FCPA, and closely examines the SEC and DOJ approach to FCPA enforcement, the SEC said.
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The guide is divided into ten chapters: an introduction; FCPA anti-bribery provisions; FCPA accounting provisions; other related U.S. laws; principles of enforcement; penalties, sanctions, and remedies; resolutions; whistleblower provisions; DOJ opinion procedure; and a conclusion.
The guide addresses a variety of topics including: who and what is covered by the FCPA's anti-bribery and accounting provisions; the definition of a "foreign official"; what constitute proper and improper gifts, travel, and entertainment expenses; facilitating payments; how successor liability applies in the mergers and acquisitions context; the hallmarks of an effective corporate compliance program; and the different types of civil and criminal resolutions available in the FCPA context. On these and other topics, the guide sets forth the statute's requirements and provides insights into SEC and DOJ enforcement practices. It uses hypotheticals, examples of enforcement actions and matters that the SEC and DOJ have declined to pursue, and summaries of applicable case law and DOJ opinion releases.
SEC press release is available here.