On November 14, 2012, the Securities and Exchange Commission ("SEC") and the Department of Justice ("DOJ") released A Resource Guide to the U.S. Foreign Corrupt Practices Act. The Resource Guide provides an analysis of the U.S. Foreign Corrupt Practices Act ("FCPA") and reviews how the SEC and DOJ approach FCPA enforcement.
The Resource Guide covers a variety of topics including:
- who and what is covered by the FCPA's anti-bribery and accounting provisions;
- the definition of a "foreign official";
- what constitute proper and improper gifts, travel, and entertainment expenses;
- facilitating payments;
- how successor liability applies in the mergers and acquisitions context;
- the hallmarks of an effective corporate compliance program; and
- the different types of civil and criminal resolutions available in the FCPA context.
The Resource Guide incorporates hypotheticals, examples of enforcement actions and matters that the SEC and DOJ have declined to pursue, and summaries of applicable case law and DOJ opinion releases.