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.
Our FCPA/Antibribery Team
Our FCPA/Antibribery team draws on the experience of lawyers in our Business Litigation, Corporate, White-Collar Crime and International Trade practice groups. Our team has a wealth of experience working for the U.S. Department of Justice (DOJ) and in private practice. In addition, we work with a trusted network of prominent firms in other key jurisdictions across the globe that have considerable depth in the applicable antibribery laws of their respective jurisdictions.
We advise companies conducting business outside the United States on the full range of issues related to compliance with the FCPA and other antibribery laws, such as the UK Bribery Act. We help clients prepare and implement compliance programs – including training and audits – to reduce the risk of violations of antibribery laws, and to investigate suspected or reported violations of these laws and company policies. We conduct with internal investigations and defend client interests – both corporate and individual – before DOJ and the Securities and Exchange Commission (SEC).
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 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 and 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 and 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 assist clients in obtaining formal legal opinion letters from DOJ regarding whether or not specific conduct conforms with its FCPA enforcement policy.
Litigation. Clients rely on us to defend their interests in criminal and parallel civil litigation stemming from FCPA violations, including securities class actions, shareholder derivative suits and third-party claims.
The antibribery matters we have handled include:
- 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.