Foreign Corrupt Practices Act & Global Anti-Corruption
William M. Sullivan, Jr.
Mark R. Hellerer
Stephan E. Becker
Nancy A. Fischer
Christopher R. Wall
Companies that do business in foreign countries must ensure that they comply with the U.S. Foreign Corrupt Practices Act (FCPA). Recently, several factors have led to a marked increase in FCPA enforcement activity, stressing the need for a legal team that can provide a full range of FCPA-related services, from general compliance and advise on specific transactions to investigations and representation before government agencies when potential issues are uncovered. To better service our clients, Pillsbury has created a multidisciplinary team dedicated to providing clients exceptional guidance on complex legal and regulatory issues involved in doing business abroad.
We provide a resource for executives and inside company counsel to address interpretation issues and to guide our clients through all aspects of FCPA compliance and enforcement, including:
- Advising on sensitive payments, conducting investigations and advising committees of companies’ Boards of Directors;
- Representing companies and individuals under investigation or charged with violations in both civil and criminal proceedings;
- Assisting companies with preparing and implementing internal control programs for FCPA compliance;
- Conducting due diligence reviews of potential acquisition targets, business partners and agents, analyzing and structuring transactions to avoid potential FCPA liability, and drafting contract clauses for agreements with foreign representatives;
- Advising on permitted sales and marketing activities involving government officials; and
- Coordinating with foreign local counsel to determine whether specific activities are lawful in the foreign jurisdiction.
Our recent experience in representing companies on FCPA matters includes:
- Assisting a foreign-based aircraft manufacturer in preparing its anti-bribery policy, and advising it on the scope of the FCPA;
- Advising a telecommunications company on questionable payments made by an affiliate in Saudi Arabia, working in conjunction with Saudi counsel;
- Advising a satellite services company on the structuring of its relations with radio spectrum coordination and oversight consultants in Russia to avoid potential FCPA concerns;
- Counseling a medical services company on special FCPA risk factors relating to doing business in China;
- Providing regular training sessions to staff of a global nuclear services company and assisting the company with preparation of a standardized due diligence checklist;
- Advising an aircraft repair company on FCPA issues arising from the hiring of a sales representative in the Middle East;
- Assisting a technology company with operations in Latin America in establishing a compliance program, training materials, and agreements with in-country sales representatives;
- Advising a medical device company on hiring and screening potential distributors in the Middle East;
- Advising a U.S. holding company on FCPA restrictions on cross-hiring of directors from its Middle East parent company;
- Drafting and assisting with the implementation, including training, of a corporate anti-bribery policy for a U.S. international bank;
- Assisting a European global conglomerate in drafting a global anti-corruption policy incorporating the FCPA and other global anti-corruption regimes;
- Performing FCPA due diligence for an acquisition of U.S. airplane component companies by a foreign airplane component company;
- Preparing FCPA compliance guidance for use by a telecommunications company in educating its employees;
- Advising a mineral assets holding company whether a gift to the president of another country or paying for the president's travel expenses could be consistent with the FCPA;
- Performing FCPA due diligence for an acquisition of a U.S. telecommunications company by a foreign U.S. telecommunications company;
- Advising an Israeli technology company on FCPA compliance related to hiring government employees to assist with research and development;
- Counseling an information technology government contractor on the FCPA pitfalls of using agents in the Middle East;
- Advising a technology company on a proposal to host foreign government officials to demonstrate their products; and
- Training U.S. government contractors on FCPA compliance related to their foreign projects.
As a multidisciplinary team, we have members monitoring U.S. court decisions, the terms of DOJ and SEC settlements, and policy statements of enforcement officials and regulators. Pillsbury offers full-service solutions for companies by helping them establish effective FCPA compliance programs and respond to potential violations when they arise.