Overview

For companies doing business abroad, compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and other countries’ antibribery laws is essential. As more countries around the world enact and begin to vigorously enforce antibribery laws, corporate compliance programs must be robust and multinational in scope. The keys to avoiding protracted government investigations, onerous fines and possible criminal penalties include (a) recognizing and prioritizing risks, (b) developing and implementing a plan to keep your company and its executives in compliance with these laws, (c) investigating whistleblower or other reports of suspected improper conduct and (d) effectively putting out the fire if your company is the target of an enforcement action. Thompson Hine’s FCPA/Antibribery Team has the depth and breadth of experience to assist your company and its executives in these critical efforts.

To help clients conducting cross-border business avoid legal exposure to antibribery laws, we provide a full range of counsel and representation:

Internal Investigations

When an antibribery violation is suspected, conducting a prompt, thorough and efficient internal investigation can put a company in a position to determine whether to self-report and to positively influence the government’s handling of the matter. We conduct internal investigations on behalf of corporate clients, audit committees and boards of directors. We also assist clients in drafting voluntary disclosures based on internal investigations, and represent clients in settlement negotiations with the U.S. government. When appropriate, voluntary disclosures resulting from such investigations may increase the odds of favorable settlements, possibly avoiding substantial penalties, litigation or prosecution.

Government Investigations & Enforcement Actions

We defend businesses and individuals (including corporate officers and directors) under investigation for, or charged with, FCPA or other antibribery violations. We represent clients in investigations and proceedings initiated by DOJ, SEC, other U.S. and foreign government agencies, international financial institutions and grand juries, as well as in parallel criminal, civil and/or administrative actions.

Compliance Programs

We help companies design or modify and implement internal policies, procedures and controls to ensure that their FCPA and antibribery compliance programs are comprehensive and effective. Our work includes developing, assessing and updating all elements of a compliance program, such as corporate policies, procedures and training to promote compliance; internal accounting and recordkeeping controls; risk assessment and management; disciplinary measures; and contract provisions. We protect our clients’ interests by continuously monitoring regulatory developments and evaluating best practices.

Compliance Counseling & Transaction Due Diligence

We address the practical and legal issues of doing business globally, providing guidance in connection with a wide range of business issues, including liability issues that may arise in corporate transactions, acquisitions and joint ventures; dealings with agents, business partners and third parties; marketing and sales activities; and tax matters.

Formal Legal Opinions

We are able to assist clients in obtaining formal legal opinion letters from DOJ regarding whether or not specific conduct conforms with its FCPA enforcement policy.

Litigation

We stand ready to defend clients' interests in criminal and parallel civil litigation stemming from FCPA violations, including securities class actions, shareholder derivative suits and third-party claims.

Experience
Representative Experience
  • Representing the audit committee of a large multinational company in the investigation of allegations of improper payments to foreign officials.
  • Conducting audits and risk assessments for potential FCPA compliance issues for multinational corporations.
  • Developing and implementing antibribery policies and procedures, including conducting compliance training.
  • Conducting internal investigations into potential FCPA violations in response to whistleblower reports and grand jury subpoenas.
  • Representing current and former executives of public companies under investigation for FCPA violations by DOJ and SEC. These matters also included representation of a former executive in an SEC examination conducted under the auspices of the Australia Securities and Investment Commission.
  • Advising manufacturing clients on international distribution issues, including compliance with the FCPA and foreign laws prohibiting bribery and corruption in connection with the purchase or sale of goods and preparation of appropriate contract language in distribution and agency agreements.
  • Representing individuals in internal corporate investigations of potential FCPA violations.
  • Advising domestic and multinational companies on FCPA compliance, as well as in regard to suspect payments outside the scope of the FCPA.
  • Counseling clients with respect to the FCPA implications of M&A transactions.