Companies involved in international business face risks resulting from improper payments to foreign government personnel, which are prohibited by laws such as the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and similar laws enacted by member states of the Organization for Economic Cooperation and Development. Some of these laws, including the UK Bribery Act, also criminalize corrupt payments in business transactions between private parties.
Enforcement of these laws has increased sharply, both in terms of the number of cases brought and the severity of sanctions imposed. U.S. officials continue to describe FCPA enforcement as one of their top priorities, and have suggested that corrupt payments may be linked to international terrorism.
Our lawyers have extensive experience handling anti-bribery and anti-corruption (ABAC) matters, and many have handled these issues for several decades, in some cases back to the inception of the FCPA in 1977. Our team includes former high-ranking officials of the U.S. Securities and Exchange Commission and the U.S. Department of Justice, as well as lawyers who served as officials in other countries. Our experience extends to every area in which ABAC issues typically arise.
Our clients range from Fortune 100 companies to smaller public and private entities, and they operate in a wide range of industries, including natural resources, energy, pharmaceuticals, defense, transportation and logistics, power generation, and financial services. We have handled matters in Africa, Latin America, the Middle East, Europe, South Asia, and East Asia and, with offices in close proximity to virtually all of the world’s major commercial centers, we can serve client needs promptly and efficiently wherever they arise.
Policies and Procedures
Compliance policies and procedures can reduce the risk that an improper payment will occur in the first place. An effective corporate compliance program can also result in lower levels of sanctions if a violation does occur and under the UK’s Bribery Act, can insulate a company from liability entirely. We work with clients to design and implement appropriate policies, procedures, and controls. We also help clients develop and present training programs tailored to specific needs.
Mergers, Acquisitions, and Joint Ventures
Mergers, acquisitions, and joint ventures may present issues of successor liability for ABAC-related issues. We help clients identify and assess these risks, through appropriately-tailored due diligence prior to and during a transaction, and through contractual allocation of risks between and among parties.
Agents, Representatives, Consultants, and Other Third Parties
Agents, representatives, consultants, and other third parties may give rise to ABAC-related risk and liability, even if improper payments made by the third party were not authorized by or known to a company. These risks and potential liabilities may be addressed by careful selection and retention of third-party intermediaries. We help clients conduct and assess the results of due diligence on potential intermediaries, and counsel on appropriate policies, procedures, and agreements for the retention of these third parties.
Internal Corporate Investigations
Internal corporate investigations permit a company to address responsibly indications of potential wrongdoing and, when necessary, take appropriate remedial actions to prevent future violations. We frequently conduct such investigations on behalf of law and compliance departments, management, audit committees, and other board committees. These investigations often require substantial resources and unique skills, including the ability to conduct a broad inquiry in multiple countries within a short time frame, and to address issues with broader legal implications, such as data privacy and protection laws, employment laws, and the preservation of applicable privileges. We also counsel whether or not information should be voluntarily disclosed to law enforcement authorities, and represent clients throughout that process.