As multinational companies expand their global operations at a rapid pace, cross-border business issues continue to emerge as among the most critical and potentially damaging concerns they face. The Foreign Corrupt Practices Act (FCPA), enacted in 1977, made bribery of foreign government officials — either directly or through intermediaries — a federal crime. Failure to comply with the FCPA, and the absence of effective internal controls to reduce the likelihood of FCPA violations, can seriously harm the expansion plans and reputation of both U.S. companies and foreign companies that file with the U.S. Securities and Exchange Commission (SEC). The recent U.N. Oil-For-Food Report highlights the FCPA risks faced by companies that conduct business in the global arena and recent U.S. enforcement activity suggests that the penalties associated with FCPA violations will only increase.

FCPA issues can arise in connection with: a company's internal compliance policies and procedures; international business transactions; an internal corporate investigation into possible violations; and enforcement proceedings brought by the U.S. Department of Justice (DOJ) or the SEC.  K&L Gates lawyers assist clients in all of these areas.

Internal Compliance Policies and Procedures
Our lawyers can help to ensure that your organization has in place a rigorous and effective FCPA compliance program. In addition to preventing and detecting FCPA violations, comprehensive and appropriate compliance policies and procedures will help protect against the likelihood that an enforcement agency will initiate an investigation, and may result in lesser sanctions should FCPA violations be uncovered.

International Business Transactions
Our lawyers deal on a regular basis with the FCPA issues that arise from international business operations, particularly in the context of M&A transactions and foreign agent relationships.  We can help to ensure that you avoid FCPA liability when buying or selling assets, either through the due diligence process in an acquisition, or as part of an internal review prior to a sale.  In addition, we can help you to avoid the FCPA risks that may arise from the use of foreign commercial agents or advisors, and advise on controls to mitigate these risks.

Internal Corporate Investigations
K&L Gates frequently conducts internal corporate investigations into possible FCPA violations on behalf of management, audit committees, or other interested parties.  These investigations often require substantial resources and unique skills, including the ability to conduct a broad inquiry within a short time frame in a foreign country.  Our experience in conducting such investigations ensures that our clients' strategic interests with respect to attorney-client privilege, hostile witness, voluntary disclosure, and other relevant issues are fully considered.

DOJ and Other Enforcement Proceedings
Our internationally recognized government enforcement and white collar defense practice has represented clients in a number of FCPA enforcement proceedings before the DOJ and the SEC, and in related grand jury proceedings.  Almost 30 of our lawyers were previously employed at the SEC, and several other K&L Gates lawyers have held high-ranking positions at the DOJ (including Dick Thornburgh, former Attorney General of the United States).  We regularly advise clients on whether to voluntarily disclose potential FCPA issues; assist in determining whether SEC public disclosure is warranted; and vigorously defend clients in enforcement proceedings that may arise from alleged FCPA violations.

The following list highlights our recent experience with FCPA matters:

• Conducted FCPA-related due diligence for a global oil field services company into business competence and integrity of international sales advisors, joint venture partners and affiliates of acquisition targets.
• Conducted an extensive special investigation on behalf of a U.S. consulting firm that involved, among other issues, potential FCPA violations arising from activity of foreign marketing agents.
• Represented a U.S. industrial company in an FCPA investigation of its foreign affiliate's payments to Asian government officials and its subsequent voluntary disclosure to SEC and DOJ.
• Assisted numerous clients in developing and enhancing FCPA compliance policies and procedures.
• Advised a U.S. manufacturing company regarding potential FCPA issues arising from a joint venture in Eastern Europe and other product distribution arrangements.
• Developed and implemented a number of FCPA training presentations for U.S. companies with employees working in foreign countries, including presentations in Spanish to employees of U.S. companies in Chile, Bolivia and Brazil.
• Represented a multinational energy equipment manufacturer in an FCPA investigation covering allegations of corrupt payments in European and Latin American countries.
• Counseled a wide variety of clients about practices in numerous countries with respect to "grease payments," gifts, paying expenses for government officials and their families, accounting requirements and related FCPA matters.
• Acted, for more than eleven years, as FCPA compliance counsel for major defense contractors.  Work included:  (i) developing of its FCPA policy and compliance procedures; (ii) preparing due diligence procedures and internal controls, including strong controls over the payment process; (iii) conducting extensive compliance training; (iv) drafting sales representative, consulting, distributor and other foreign agent agreements; and (v) consulting regularly with and advising the company regarding actual and potential FCPA issues that arise in the course of regular business activities.  
• Conducted due diligence on a major defense contractor's approximately 300 foreign agents (including sales representatives and consultants), operating in approximately 120 countries.  
• Developed, implemented, maintained, and monitored a major defense contractor's FCPA compliance program to:  (i) meet its strategic objective of complying with U.S. and foreign law in its business operations around the world; and (ii) accommodate the infrastructure of a growing number of businesses-many of which were foreign companies, with different cultures and, in some cases, business practices that had developed without the limitations and restrictions imposed by the FCPA.  K&L Gates lawyers used creative approaches to adapt and tailor the compliance program, policies, procedures and processes to make it function effectively in over 100 acquired companies and in various cultures around the globe.
• Assisted a major financial services institution in the development of its FCPA compliance program, including conducting extensive training sessions with its legal and business people around the world.
• Conducted an internal investigation, on behalf of a special committee of independent directors, into potential FCPA violations (payments and accounting) committed by an employee and certain international sales agents of the law enforcement products division of a global defense contractor.  The investigation covered actors (subjects and witnesses) and misconduct in the U.S., Europe, the Middle East, and West Africa, and required analysis of the equivalent of approximately 90 million pages of documents and electronic communications.  With regard to the latter, we employed the services of our e-DAT group to analyze creatively and efficiently (from time and costs perspectives) the extremely large quantity of documents and information.  The investigation resulted in real-time, ongoing self-reporting to the DOJ and SEC.  
• Prepared the defenses of individual energy company executives arising out of an SEC inquiry relating to alleged improper payments to government officials in connection with a power plant in Asia.
• Prepared an individual for interview by an audit committee in connection with an internal FCPA investigation.
• Represented an individual under indictment for an alleged FCPA violation.
• Represented a senior executive of a multinational financial firm in an investigation by the DOJ into payments made in connection with investments in a former Soviet republic.
• Led an FCPA investigation for a U.S. global manufacturing company relating to alleged payments by a foreign subsidiary to government officials in India. The investigation involved interviews of U.S. and Indian subsidiary employees, the collection and review of electronic and other evidence, and the preparation of an investigative report.  The investigation culminated in a voluntary disclosure to the SEC and DOJ, the preparation of responses to written questions from the law enforcement authorities, and the subsequent closing of the matter without any adverse action.  We also assisted the client in enhancement of global FCPA compliance policies and determination of disciplinary action against involved employees.
• Conducted an FCPA investigation for the audit committee of a U.S. multinational consumer products company relating to an agent's alleged cash payment to European tax officials.  The investigation involved interviews of U.S. and foreign subsidiary employees, the collection and review of electronic evidence and financial records, and the preparation of an investigative report.  The matter was voluntarily disclosed to DOJ and SEC and no adverse action has been taken to date against the company.  K&L Gates attorneys also assisted the company in enhancing its global FCPA compliance policies and determining disciplinary action against implicated employees. 
• Conducted an extensive special investigation on behalf of a special committee of a U.S. defense consulting firm that involved, among other issues, an analysis of potential FCPA and other ethical violations arising from the activity of foreign marketing agents operating in Europe.  Specifically, K&L Gates lawyers coordinated the FCPA portion of the investigation and assisted the client in enhancement of global FCPA compliance policies and procedures. 
• Acted as outside FCPA counsel to a publicly-traded U.S. transportation and logistics company with extensive operations in Asia, Europe and North America.  We have assisted this client in preparing FCPA compliance policies and procedures, conducted FCPA training of employees in Singapore, Malaysia, India and China, prepared presentations for the board of directors on FCPA compliance, and we provide ongoing counseling and advice with respect to FCPA and related anti-corruption issues arising from global operations. 
• Provided FCPA advice to one of the world's largest charitable organizations with extensive operations in Africa, Asia and the Middle East.  We provide ongoing counseling with respect to agent due diligence, interactions with government officials, and related matters.  
• Acted as outside FCPA counsel to a global natural resources company with respect to joint venture operations in the Congo. We have assisted this client with the third-party agent due diligence process, including preparation of an agent due diligence questionnaire and an agency agreement.  We provide ongoing advice with respect to optimal internal controls and other compliance procedures necessitated by a joint venture with a government entity.
• Advised U.S. companies on FCPA issues, including developing FCPA compliance policies and conducting employee training programs, in connection with acquisitions of or investments in companies based or operating in the People's Republic of China.
• Developed FCPA and business ethics compliance program for an international wireless distributor and conducted compliance training for its employees in the Middle East and South Africa.
• Advised a U.S. industrial products company in connection with potential FCPA and related issues arising from joint ventures in Eastern Europe and South Korea.