FCPA & Anti-Corruption

Mitigating Risks in Foreign Business Alliances


Blank Rome attorneys regularly advise multinational companies and individuals on the Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act (“UKBA”), and other related anti-corruption laws. We have extensive knowledge and experience in all aspects of FCPA enforcement and compliance and have conducted FCPA internal investigations in most parts of the world. Our team’s knowledge of the legal landscape, and of the public officials responsible for shaping it, enables us to provide reliable insight and advice on all aspects of a company’s anti-corruption efforts.

Preventing Problems

Compliance

A well designed anti-bribery compliance program can provide tangible benefits for a company, including avoiding enforcement actions, reducing fines or penalties sought by regulators (including the imposition of an outside monitor), and establishing credibility within an industry. Our team has broad experience in designing and implementing comprehensive compliance programs to prevent and detect potential anti-corruption risks. We develop compliance policies and training programs that contemplate the market conditions and laws in the specific countries where our clients conduct business. In addition, we draft and review contracts with agents, distributors, and other third parties to ensure they include appropriate provisions requiring adherence to applicable anti-corruption standards and provide clients the ability to monitor compliance. We also have experience counseling companies in proactively addressing the termination of third-parties for violations of these anti-corruption clauses, and anti-corruption laws generally.

Due Diligence

Companies contemplating an acquisition or merger must not overlook the risks of potential FCPA violations on transaction valuations and deal execution—especially if a company has operations in high-risk markets. Appropriate due diligence not only protects a company’s reputation, but also mitigates potential hefty fines and possible criminal prosecutions for violations of anti-corruption regulations. Our attorneys have extensive experience conducting thorough due diligence investigations that cover all third party participants, activity prior to contract awards, suspicious conduct by an employee, documentation of expenses, and other red flags. We engage with our clients both prior to and following the merger or acquisition, providing strategic advice in how to reduce the risk from any undiscovered corruption, developing a plan for voluntary disclosures, and assigning liabilities post-transaction.

Counseling Corporations

Blank Rome attorneys have wide-ranging experience counseling clients about potential compliance risks both on a discrete or ongoing basis. Our clients call on us regularly to review the details of proposed transactions and contracts or to discuss contemplated relationships to determine whether they pose an undue FCPA or corruption risk. We provide real-time advice, allowing clients to maintain their competitive edge while ensuring they are adequately protected.

When You Have A Problem

Investigations

When allegations of wrongdoing surface, a well designed, expertly executed internal investigation becomes the highest priority. Our team has conducted numerous international investigations efficiently obtaining relevant facts while managing the myriad issues to which investigations like this can give rise—including attorney-client privilege, data privacy restrictions and other local legal considerations. We work closely with our clients in determining whether it is in their best interests to disclose the results of an investigation to regulators and if so, our credibility frequently results in the acceptance of our findings without the need for additional investigative measures by law enforcement agencies.

Representation Before the DOJ and SEC

When clients face potential prosecution or regulatory action, we assess their exposure and develop strategies for resolving the matter. Our attorneys bring decades of experience representing both companies and individuals to prevent or reduce charges and to negotiate a quick and favorable disposition. Our team, which includes former high-level supervisors from United States Attorney’s Offices, the Department of Justice, and the Securities and Exchange Commission, fully understands the inner workings of prosecutorial and regulatory agencies throughout the world. In addition to providing significant credibility before regulators, this experience enables us to advocate effectively on our clients’ behalf. This includes coordinating the representation of companies under investigation by law enforcement in multiple international jurisdictions.

Representative Matters

  • Designed and implemented comprehensive FCPA compliance programs to prevent and detect potential anti-corruption risks for numerous companies, including (1) developing compliance policies and training programs, and (2) drafting and reviewing contracts with agents, distributors, and other third parties to ensure they include provisions requiring adherence to applicable anti-corruption standards and provide clients with the ability to monitor compliance.
  • Represented several multinational corporations in conducting proactive FCPA risk assessments with remedial steps and FCPA due diligence on M&A and joint venture transactions.
  • Represented the boards of directors of some of the largest publicly-traded companies on matters related to compliance, risk assessment, oversight, including conducting FCPA internal investigations, and settlement negotiations with the DOJ and the SEC.
  • Conducted multiple internal investigations for multinational companies involving allegations of procurement fraud, Anti-Kickback issues, and violations of the FCPA.
  • Represented a company before DOJ in the aerospace industry in an FCPA matter where the conduct, originating in Singapore, resulted in a non-prosecution agreement with no compliance monitor and a substantial reduction in the amount of the potential fine. The representation includes ongoing assistance with the terms of the non-prosecution agreement.
  • Conducted FCPA due diligence of Norwegian marine company—particularly its Brazilian- and Houston-based operations—in preparation for its acquisition.
  • Represented a Fortune 100 company in an internal investigation of one of their non-U.S. subsidiaries involving allegations of FCPA violations in Africa.
  • Represented a CFO of a major oil and gas company in an ongoing investigation by the DOJ and SEC involving allegations of FCPA and trade sanctions violations.
  • Represented a multinational electronic services corporation in an internal investigation involving allegations of violations of the FCPA in Indonesia and the Philippines.
  • Represented a major multinational heat parts manufacturer in an internal investigation involving allegations of commercial bribery and violations of the FCPA in China.
  • Represented a biochemical company in an FCPA matter that resulted in a non-prosecution agreement, combined fine, and disgorgement payment less than the amount the company had reserved, and no compliance monitor.
  • Represented a corporate officer in a multi-country FCPA investigation resulting in no charges being brought against the officer.
  • Represented a European trading company in an FCPA investigation resulting in no charges being brought against the company.
  • Represented a major international pharmaceutical company by providing FCPA advice and conducting internal investigations into allegations of FCPA violations in Asia, South America, and Europe.


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