How the U.S. Government Fights Global Corruption to Protect American Business

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When United States businesses compete on the world stage, they can face a barrier to fair competition: corruption.

Demands for bribes from foreign officials or the need to compete against rivals who use illicit payments to win contracts can put ethical American companies at a significant disadvantage.

To counter this, the U.S. government has developed a robust and multi-faceted system aimed not only at punishing those who pay bribes but also at protecting American businesses and the integrity of the international marketplace.

This framework is a cornerstone of U.S. economic and national security policy, designed to ensure that companies succeed based on the quality and price of their goods and services.

The Foreign Corrupt Practices Act: America’s Anti-Bribery Weapon

At the heart of America’s fight against international corruption is a landmark piece of legislation that has reshaped global business practices for nearly half a century.

What Is the FCPA?

The Foreign Corrupt Practices Act, enacted by Congress in 1977, is the principal U.S. law targeting bribery of foreign officials. Its creation was a direct response to a series of scandals in the mid-1970s, when investigations by the U.S. Securities and Exchange Commission revealed that over 400 American companies had made more than $300 million in questionable or illegal payments to foreign government officials, politicians, and political parties.

The FCPA was designed to halt these corrupt practices and restore public confidence in the integrity of the American business community.

The law’s primary purpose is straightforward: to make it unlawful for certain classes of persons and entities to make payments or give anything of value to foreign government officials to assist in obtaining or retaining business. It is a powerful tool that allows the U.S. government to prosecute bribery that occurs far beyond its borders, protecting the global marketplace from distortion and ensuring that American companies can compete on a level playing field.

The Two Pillars of the FCPA

The FCPA is built on two complementary pillars that work together to combat corruption: the anti-bribery provisions and the accounting provisions.

The design of the law creates a powerful internal compliance loop for companies. The accounting provisions are not merely a technical requirement; they are a core feature intended to prevent the very actions that the anti-bribery provisions prohibit.

Corrupt payments are rarely recorded as “bribes” in a company’s financial statements; they are typically disguised as legitimate expenses like consulting fees, marketing costs, or commissions. By mandating accurate records and strong internal controls, the FCPA makes this kind of disguise significantly more difficult and riskier.

This legal structure forces companies to police themselves, creating a more efficient and proactive enforcement mechanism than one that relies solely on external investigations after the fact.

The Anti-Bribery Provisions

The anti-bribery provisions form the core of the FCPA and target the “supply side” of a corrupt transaction—the person or company offering or paying the bribe.

A violation occurs when a covered person or entity corruptly offers, pays, promises to pay, or authorizes the payment of money or “anything of value” to a “foreign official” for the purpose of influencing an official act, securing an “improper advantage,” or inducing the official to use their influence to help obtain or retain business.

To understand these provisions, it is crucial to grasp the intentionally broad definitions of their key terms:

Anything of Value: This term is interpreted expansively and is not limited to cash payments. It can include a wide range of benefits, such as lavish gifts, covering travel and entertainment expenses, making “charitable donations” to a cause favored by an official, or providing a coveted internship to an official’s relative. The law contains no minimum monetary threshold; even seemingly small benefits can constitute a violation if they are given with corrupt intent.

Foreign Official: This definition is also very broad. It covers not only high-ranking government ministers and politicians but any officer or employee of a foreign government department, agency, or instrumentality. This includes employees of state-owned or state-controlled enterprises, which are common in many sectors globally.

As a result, individuals who might not seem like government officials in the traditional sense—such as doctors at a state-run hospital, professors at a state-owned university, or executives at a national telecommunications company—can all be considered “foreign officials” under the FCPA.

Corrupt Intent: The payment or offer must be made with corrupt intent, meaning it is intended to wrongfully influence the recipient to misuse their official position to direct business or provide an improper advantage. The bribe does not need to be successfully paid or even accepted; the mere offer or promise can be enough to violate the law.

The Accounting Provisions

Designed to operate “in tandem” with the anti-bribery rules, the accounting provisions serve to prevent companies from creating off-the-books slush funds or disguising corrupt payments in their financial records.

These provisions apply only to “issuers”—companies (whether U.S. or foreign) that have securities traded on a U.S. stock exchange. They impose two fundamental requirements:

Books and Records: Issuers must make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

Internal Controls: Issuers must devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s authorization and are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles.

These provisions also make it separately illegal for any person to knowingly falsify a company’s books and records or to knowingly circumvent or fail to implement a system of internal accounting controls.

Who Must Comply?

The FCPA’s jurisdiction is extensive, covering a wide range of individuals and entities both within and outside the United States. There are three main categories of covered parties:

“Issuers”: This category includes any company, U.S. or foreign, that has a class of securities registered with the SEC or is required to file periodic reports with the SEC. This means many large, multinational corporations headquartered outside the U.S. are subject to the FCPA simply because their stock is traded on a U.S. exchange.

“Domestic Concerns”: This is a broad category that includes any individual who is a citizen, national, or resident of the United States. It also covers any corporation, partnership, association, or other business entity that has its principal place of business in the U.S. or is organized under the laws of a U.S. state. This applies to privately held companies as well as public ones, and can even include non-profit organizations.

Foreign Persons and Entities Acting in the U.S.: In a significant expansion in 1998, the FCPA was amended to cover foreign companies and persons who are not issuers or domestic concerns but who cause an act in furtherance of a corrupt payment to take place within the territory of the United States. This could be as simple as sending an email or making a wire transfer that passes through the U.S.

This amendment was critical for leveling the playing field and ensuring foreign competitors could not use U.S. territory to facilitate bribery with impunity.

The Foreign Extortion Prevention Act

For decades, the FCPA focused exclusively on the “supply side” of bribery—those who pay bribes. This led to persistent criticism that the law unfairly punished U.S. companies that were effectively extorted by corrupt officials demanding payment.

In a significant philosophical and legislative shift, Congress enacted the Foreign Extortion Prevention Act in July 2024.

FEPA complements the FCPA by criminalizing the “demand side” of foreign bribery. It makes it a U.S. federal crime for any foreign official to corruptly demand, seek, receive, or accept a bribe from a U.S. company or person in connection with obtaining or retaining business.

This move reframes American companies not just as potential perpetrators of corruption but also as potential victims of extortion. It provides the Department of Justice with a new and powerful tool to directly prosecute corrupt foreign officials, offering a new layer of protection for U.S. businesses operating abroad.

The Enforcers: Who Investigates and Prosecutes Corruption

Enforcement of the U.S. anti-corruption framework is not the responsibility of a single agency but a coordinated effort among several key government bodies.

This dual-enforcement structure creates a powerful system of checks and balances, making it exceedingly difficult for public companies, in particular, to escape accountability. The Department of Justice may need to prove criminal intent “beyond a reasonable doubt,” a high legal standard. However, the Securities and Exchange Commission can bring a civil case based on a lower “preponderance of the evidence” standard.

The SEC can pursue a company for violations of the accounting and internal controls provisions even if the underlying bribe is difficult to prove criminally. This means that if the DOJ’s criminal case is weak, the SEC can still impose massive financial penalties for the books-and-records failures that enabled the misconduct.

This “pincer movement” ensures that there is almost always a viable path to an enforcement action against a public company, creating a powerful incentive for them to cooperate with investigators and settle cases.

The Department of Justice: Criminal Prosecutor

The U.S. Department of Justice holds the sole authority to bring criminal charges for violations of the FCPA. This responsibility is primarily handled by the Fraud Section of the DOJ’s Criminal Division, which has a dedicated FCPA Unit.

The DOJ’s jurisdiction is comprehensive, covering all three categories of entities subject to the FCPA: issuers, domestic concerns, and foreign persons or entities who commit a relevant act within U.S. territory. The DOJ’s enforcement powers are its most severe, with the ability to seek substantial criminal fines against both companies and individuals, as well as prison sentences for individuals found guilty of violations.

The Securities and Exchange Commission: Civil Regulator

The SEC has parallel civil enforcement authority over the FCPA. However, its jurisdiction is more limited than the DOJ’s; it can only bring actions against “issuers”—that is, publicly traded companies and their officers, directors, employees, and agents. The SEC cannot bring FCPA charges against private U.S. companies or foreign entities that are not issuers.

The SEC enforces both the anti-bribery and the accounting provisions of the FCPA. Given its core mission of protecting investors and ensuring the integrity of the financial markets, the SEC often places a strong emphasis on the accounting and internal controls failures that allowed a bribery scheme to occur or go undetected.

The remedies it can seek are civil in nature and include monetary penalties, injunctions against future violations, and disgorgement, which is the repayment of all profits earned through the corrupt conduct.

The Federal Bureau of Investigation: Ground-Level Investigators

The FBI serves as the primary investigative agency for FCPA violations, working to uncover evidence of corruption and build cases for criminal prosecution by the DOJ. The Bureau has established dedicated International Corruption Squads in Washington, D.C., New York City, Los Angeles, and Miami to lead these complex investigations.

These squads outreach to the private sector and work with numerous partners to address the national impact of these schemes. The FBI’s role also extends to investigating related financial crimes, such as when corrupt foreign officials attempt to launder their illicit proceeds through the U.S. financial system.

How the Agencies Work Together

The DOJ and SEC maintain a close working relationship, frequently sharing information and coordinating their efforts on FCPA matters. It is common for the two agencies to conduct parallel investigations into the same misconduct, leveraging their respective strengths and jurisdictions.

A company or individual providing information to one agency should assume that it will be shared with the other. This collaborative approach allows the government to deploy a full spectrum of enforcement tools.

For instance, a resolution might involve the DOJ criminally charging the individuals who paid the bribe, while the SEC brings a civil action against their employer, the public company, for having faulty internal controls that failed to prevent the scheme.

The Consequences of Corruption

Violating the Foreign Corrupt Practices Act carries the risk of severe consequences, reflecting the U.S. government’s serious stance on combating international bribery. The penalties are designed to be punitive, to strip away any financial benefit gained from corruption, and to serve as a powerful deterrent to others.

While some cases proceed to a full trial, the vast majority of corporate enforcement actions are resolved through negotiated settlements that impose many of the same stiff penalties without a conviction.

Criminal Penalties

For Corporations: A company can be fined up to $2 million for each violation of the anti-bribery provisions and up to $25 million for each violation of the accounting provisions.

For Individuals: Officers, directors, employees, or agents of a company face the risk of significant prison time and fines. An anti-bribery violation can result in up to 5 years in prison and a fine of up to $250,000 per violation. An accounting violation is even more severe, carrying a potential sentence of up to 20 years in prison and a fine of up to $5 million. It is illegal for a company to pay the fine imposed on an individual.

Alternative Fines Act: Critically, these statutory maximums can be greatly exceeded under the Alternative Fines Act. This law allows a court to impose a fine of up to twice the gross financial gain the defendant received from the scheme or twice the gross loss suffered by victims. This provision is frequently used in large-scale bribery cases and can result in penalties reaching into the hundreds of millions or even billions of dollars.

Civil Penalties

Monetary Fines: Both the SEC (for issuers) and the DOJ (in civil actions) can seek civil monetary penalties against companies and individuals. These fines can range from thousands to hundreds of thousands of dollars per violation, depending on the nature of the offense.

Disgorgement: One of the most powerful tools available to the SEC is the ability to seek disgorgement. This requires a company to pay back all of its ill-gotten gains—that is, every dollar of profit earned as a result of the corrupt payments, plus interest. In major cases, disgorgement amounts can be far larger than the civil fines.

Other Sanctions: Additional non-monetary penalties can include debarment, which prohibits a company from receiving federal government contracts, and the loss of export licenses. For individuals, the SEC can seek to have them barred from serving as an officer or director of any public company.

Deferred and Non-Prosecution Agreements

The vast majority of FCPA cases against corporations do not go to trial. Instead, they are resolved through negotiated settlements with the government, a trend that has transformed corporate criminal enforcement.

These resolutions, known as Deferred Prosecution Agreements and Non-Prosecution Agreements, have effectively created a form of “prosecutorial common law.” Because so few cases are decided by judges, there is little judicial precedent interpreting the FCPA in the corporate context.

Consequently, companies and their legal advisors look to the detailed terms of these publicly available settlement agreements to understand what the government considers an “effective” compliance program and what conduct will trigger an investigation. In essence, the prosecutors themselves, through these negotiated deals, are setting the practical rules of the road for corporate America.

Deferred Prosecution Agreement: The DOJ files a formal charging document (an “Information”) with a federal court, but agrees to defer (postpone) prosecution. If the company abides by the terms of the agreement for a set period (usually three years), the DOJ will move to dismiss the charges.

Non-Prosecution Agreement: This is a less formal resolution where the DOJ agrees not to file criminal charges against the company at all, provided it complies with the terms of the agreement.

DPAs and NPAs are demanding contracts that impose strict obligations on a company. Typical terms include:

• Acceptance of Responsibility: The company must admit to a detailed “Statement of Facts” that lays out the misconduct
• Monetary Penalty: A significant financial penalty is almost always a central component
• Cooperation: The company must agree to cooperate fully with the government’s continuing investigation
• Compliance Enhancements: The company must agree to enhance its anti-corruption compliance program

Recent High-Profile Cases

Recent enforcement actions by the SEC and DOJ illustrate the practical application of the FCPA and the severe consequences of violations:

SAP SE (2024): The German software giant agreed to pay over $220 million to the DOJ and SEC to resolve investigations into schemes to bribe government officials in South Africa, Indonesia, and several other countries. The case involved the use of third-party intermediaries to funnel illicit payments to secure lucrative government contracts, highlighting the risks of using outside agents.

RTX Corporation (2024): The defense contractor, formerly Raytheon, agreed to pay over $124 million to resolve charges that it paid bribes to Qatari military officials through sham subcontracts to win defense deals. This case underscores the heightened scrutiny on industries critical to national security.

3M Company (2023): The Minnesota-based manufacturer paid more than $6.5 million to settle charges that its Chinese subsidiary used overseas conferences and events as a pretext to provide tourism and entertainment for Chinese government health care officials. This case is a clear example of how “anything of value” can include non-cash benefits like travel.

Grupo Aval (2023): This Colombian financial conglomerate and its subsidiary paid $40 million to resolve charges that they bribed Colombian officials to win an extension for a major highway infrastructure project. The action demonstrates the FCPA’s reach to foreign-based companies that are listed on U.S. stock exchanges.

The 2025 Enforcement Shift

In 2025, U.S. enforcement of the Foreign Corrupt Practices Act underwent a significant recalibration. Following a temporary pause and a comprehensive review, the Department of Justice issued new guidelines that did not abolish FCPA enforcement but fundamentally repurposed it.

The law transformed from a general anti-corruption statute into a strategic tool of U.S. economic and foreign policy. This shift prioritizes cases that directly impact American interests, focusing prosecutorial resources on high-impact misconduct while de-emphasizing more technical or routine violations.

The “America First” Pivot

On February 10, 2025, President Donald Trump signed Executive Order 14209, titled “Pausing Foreign Corrupt Practices Act Enforcement to Further American Economic and National Security.” The order was based on the stated policy that FCPA enforcement had become “overexpansive and unpredictable,” stretching the law “beyond proper bounds” in a way that harmed U.S. economic competitiveness and national security interests.

The Executive Order mandated a 180-day pause on the initiation of new FCPA investigations while the DOJ reviewed its policies. On June 9, 2025, the DOJ officially lifted the pause by issuing its “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act.”

These guidelines did not weaken the FCPA itself but signaled a sharp pivot in how it would be enforced, creating a more targeted, but still potent, regime.

The Four Pillars of Modern FCPA Enforcement

The June 2025 guidelines direct prosecutors to prioritize cases that fall under four “non-exhaustive” factors. These pillars are not about combating corruption in the abstract, but about fighting corruption that specifically harms stated U.S. strategic objectives.

Targeting Links to Cartels and Transnational Crime: A primary consideration for enforcement is whether the bribery scheme is connected to the criminal operations of drug cartels or other Transnational Criminal Organizations. This includes not only direct payments to or from these groups but also the use of money launderers or shell companies known to be associated with them. This policy allows the DOJ to use the FCPA as an additional weapon in its broader fight against organized crime.

Safeguarding Fair Competition for U.S. Companies: The guidelines place a strong emphasis on protecting American businesses. Prosecutors will prioritize cases where bribery by a competitor—particularly a non-U.S. company—deprived “specific and identifiable U.S. companies” of the ability to compete fairly for business abroad. This represents a clear protectionist shift, using the FCPA as a shield for American economic interests.

Advancing U.S. National Security Interests: Enforcement will be focused on bribery that occurs in sectors deemed critical to U.S. national security. This includes industries like defense, intelligence, and critical infrastructure such as deep-water ports and the supply chains for essential minerals. The policy explicitly links anti-corruption efforts to gaining strategic advantages for the U.S.

Focusing on Serious, Individual Misconduct: The guidelines instruct prosecutors to focus on cases involving “serious misconduct that bears strong indicia of corrupt intent tied to particular individuals.” This means prioritizing schemes with substantial bribe payments, sophisticated concealment efforts, and clear evidence of wrongdoing by specific people.

At the same time, the policy de-emphasizes enforcement actions based on “routine business practices” or low-value gifts and entertainment.

What This Means for Businesses

The 2025 guidelines signal a clear shift in the risk landscape for businesses operating globally. While the DOJ may initiate fewer cases overall, the investigations it does pursue are likely to be more serious, faster-moving, and politically significant.

The enforcement risk is now highly contextual. It is elevated for any company, but particularly non-U.S. companies, that competes directly with American firms for major contracts. Risk is also heightened for any business operating in sectors deemed critical to national security or in geographic regions with a significant presence of cartels and TCOs, such as parts of Latin America.

While the enforcement focus is more targeted, the FCPA remains a formidable statute, and the message from the government is that companies must not mistake a shift in priorities for a license to be complacent.

The Global Anti-Corruption Framework

The U.S. government’s fight against foreign bribery does not happen in a vacuum. Recognizing that corruption is a global problem that requires a global solution, the United States has been a leader in building an international framework to combat bribery.

This effort has been crucial in leveling the playing field for American businesses and has created a complex, multi-jurisdictional risk landscape where companies must navigate a web of similar but distinct anti-corruption laws.

The OECD Anti-Bribery Convention

A significant early criticism of the FCPA was that it put U.S. companies at a competitive disadvantage by unilaterally prohibiting them from paying bribes while their foreign competitors remained free to do so.

To address this, the United States championed an international treaty, which culminated in the 1997 Organisation for Economic Co-operation and Development Anti-Bribery Convention.

This legally binding convention is a landmark achievement in the global fight against corruption. It requires all signatory countries to enact their own domestic laws that criminalize the bribery of foreign public officials in international business transactions, effectively creating an FCPA-style regime across the developed world.

As of 2018, 46 countries—including all 38 OECD members and 8 other major economies like Brazil and South Africa—have ratified the convention. These nations collectively account for approximately two-thirds of all global exports and 90% of foreign direct investment, creating a broad front against the “supply side” of bribery.

International Monitoring and Enforcement

A treaty is only as effective as its enforcement. To ensure that signatory countries live up to their commitments, the OECD established the Working Group on Bribery, which conducts a rigorous, multi-phase peer-review monitoring process.

In this process, experts from member countries examine each nation’s laws and enforcement efforts and issue public reports with recommendations for improvement. This system of mutual evaluation and public accountability, which has been described by the non-governmental organization Transparency International as the “gold standard” of monitoring, creates significant pressure on countries to actively investigate and prosecute foreign bribery.

Beyond the OECD framework, U.S. law enforcement agencies actively cooperate with their counterparts around the world to tackle transnational corruption. A single bribery scheme can now trigger parallel investigations in the U.S., the United Kingdom, Brazil, and other jurisdictions simultaneously, requiring companies to navigate multiple legal systems at once.

Key platforms for this cooperation include:

The International Anti-Corruption Coordination Centre: Hosted by the UK’s National Crime Agency, the IACCC brings together specialist law enforcement officers from multiple countries, including the FBI, to coordinate action against complex, transnational cases of grand corruption.

The Transnational Anti-Corruption Partnership Program: Through this DOJ program, experienced U.S. special agents are based in strategic international locations to provide direct assistance and training to foreign investigators and prosecutors, helping to build their capacity to fight corruption in their own countries.

This web of international agreements and cooperative bodies means that for global companies, FCPA compliance is no longer sufficient. They must now maintain robust compliance programs capable of addressing the requirements of numerous anti-corruption laws across the globe.

The FCPA Debate: Burden or Benefit?

Since its inception, the Foreign Corrupt Practices Act has been the subject of a persistent and complex debate. At its core, the controversy centers on a fundamental question: Is the FCPA an essential tool that protects ethical businesses and promotes fair markets, or is it an idealistic and burdensome law that puts American companies at a competitive disadvantage in the rough-and-tumble world of international commerce?

This debate is not merely academic; it is often a proxy for a deeper philosophical discussion about the role of the United States in projecting its legal and ethical norms globally. The arguments for and against the law reflect different views on whether the U.S. should adapt to global business practices as they are, or use its legal power to shape them into what they should be.

The Criticisms

Critics of the FCPA raise several key arguments, many of which were echoed in the 2025 Executive Order that temporarily paused its enforcement.

Competitive Disadvantage: The most enduring criticism is that the FCPA unilaterally disarms American firms. In countries where bribery is a common or expected part of doing business, the argument goes, U.S. companies that refuse to pay are destined to lose contracts and opportunities to foreign rivals who are not constrained by such strict laws. A 1981 report from the Government Accountability Office found that over 30% of surveyed companies reported losing overseas business as a result of the Act.

Vagueness and High Compliance Costs: Another common complaint is that the law’s key terms—such as “anything of value,” “foreign official,” and “corruptly”—are too vague and broadly interpreted by prosecutors. This ambiguity, critics contend, creates uncertainty and forces companies to be overly cautious, leading them to incur substantial legal and compliance costs to design and implement programs robust enough to avoid accidentally crossing a poorly defined line.

Overly Aggressive and Unpredictable Enforcement: The view that enforcement has become “overexpansive and unpredictable” is a more recent critique. It suggests that prosecutors have stretched the law to penalize what some consider “routine business practices” in other nations, such as providing modest gifts or entertainment, thereby imposing an unfair burden on American companies trying to build relationships abroad.

The Defense

Proponents of the FCPA counter these criticisms with powerful arguments about the law’s benefits for both ethical businesses and the global economic system.

Leveling the Playing Field for Ethical Competition: The primary defense of the FCPA is that it is fundamentally good for business. By prohibiting bribery, the law allows American companies to compete on the merits of their products and services—their quality, price, and innovation—rather than on their willingness to engage in corruption. It protects ethical firms from being forced to choose between breaking the law and losing a contract.

Protecting Firms from Extortion: The law can also act as a shield. When a corrupt foreign official demands a bribe, a U.S. company can refuse by stating that American law strictly forbids such a payment. This can be particularly valuable for companies that have already made significant, long-term investments in a foreign country and are vulnerable to subsequent extortion demands.

Enforcement Targets Corrupt Competitors: Data on enforcement actions challenges the narrative that the FCPA primarily targets U.S. firms. In fact, a majority of the largest monetary penalties in FCPA history have been levied against foreign companies that are subject to U.S. jurisdiction. This suggests the law is often used to protect U.S. markets and companies from the unfair practices of corrupt foreign competitors.

Corruption is Ultimately Bad for Business: Proponents also argue that the premise of the critics is flawed. Corruption is not a sustainable business strategy; it distorts markets, fosters instability, and ultimately stifles economic growth. By fighting corruption, the FCPA helps create a more transparent, predictable, and stable international business environment that benefits all legitimate enterprises in the long run.

A Complex Reality

While strong arguments exist on both sides, there is a lack of conclusive empirical evidence to definitively settle the debate over the FCPA’s net economic impact. The reality is likely complex and context-dependent.

The law may impose real costs and create challenges in some circumstances, while providing significant protection and benefits in others. What is clear is that the FCPA remains a central and powerful feature of the global business landscape, and its application continues to evolve with the prevailing economic and foreign policy priorities of the U.S. government.

Resources for Businesses

The U.S. government’s anti-corruption strategy is not purely punitive. It includes a significant, proactive educational and advisory component designed to help businesses, including small and medium-sized enterprises, understand the law and comply before a violation occurs.

This approach recognizes that many businesses want to act ethically but may lack the resources or expertise to navigate the complexities of international commerce. The government provides a “carrot” in the form of extensive guidance and resources, alongside the “stick” of harsh penalties for those who fail to comply.

Building an Effective Compliance Program

The DOJ and SEC have made it clear that they will consider a company’s good-faith efforts to prevent and detect corruption when making decisions about whether to bring charges and what penalties to seek. A robust, risk-based compliance program is a company’s first line of defense.

While the specifics will vary by company size, industry, and risk profile, the government has outlined the hallmarks of an effective program. Key elements include:

Commitment from Senior Management: Often called “tone at the top,” this is the most critical element. The board of directors and senior executives must demonstrate a clear, explicit, and visible commitment to a culture of integrity.

Code of Conduct and Compliance Policies: A company must have a clear, concise, and accessible written policy against corruption. This should be translated into practical procedures governing high-risk areas like gifts, hospitality, charitable donations, and the use of third parties.

Periodic Risk Assessment: A company must periodically assess where its greatest corruption risks lie, considering factors like the countries where it operates, its industry sector, and its interactions with government officials.

Due Diligence on Third Parties: Companies can be held liable for bribes paid by their agents, consultants, or partners. Therefore, conducting risk-based due diligence on any third party acting on the company’s behalf is essential.

Training and Communication: Policies must be effectively communicated to all relevant employees and agents through periodic, tailored training.

Confidential Reporting and Internal Investigations: A company must have a secure and confidential mechanism for employees to report suspected wrongdoing without fear of retaliation (i.e., a “whistleblower” hotline). It must also have a process for investigating such reports.

Government Guidance Resources

To help businesses build these programs and navigate specific challenges, several key government resources are available:

The DOJ/SEC FCPA Resource Guide: This is the definitive government publication on the FCPA. Now in its second edition, this comprehensive guide provides detailed analysis of the law’s provisions, hypotheticals, examples of enforcement actions, and insights into the government’s enforcement policies. It is an invaluable resource for any company doing business abroad. Available at the Department of Justice FCPA Resource Guide.

The DOJ Opinion Procedure: This unique process allows a company to get a formal, written opinion from the Department of Justice about whether specific, prospective (not hypothetical) conduct would violate the FCPA’s anti-bribery provisions. If the DOJ issues a favorable opinion, it creates a rebuttable presumption that the conduct is lawful, providing a powerful safe harbor for companies acting in good faith. More information is available at the DOJ Criminal Division.

Department of Commerce Resources: The Department of Commerce’s International Trade Administration offers several services to assist U.S. exporters, including due diligence resources on potential foreign partners and detailed Country Commercial Guides that provide information on the business environment and corruption risks in specific markets. Visit Trade.gov’s FCPA resources.

State Department Assistance: The Department of State, through its U.S. Embassies and Consulates abroad, can provide direct, on-the-ground assistance. If a company representative is solicited for a bribe, they can contact the Economic or Commercial Section at the local embassy for guidance. The State Department also leads broader anti-corruption policy initiatives. More information is available at State.gov.

Reporting Corruption

The government relies on tips from companies and individuals to uncover and prosecute corruption. Several channels are available for reporting suspected violations:

Department of Justice: Suspected FCPA or FEPA violations can be reported directly to the DOJ’s FCPA Unit via email at [email protected]. The Fraud Section’s main phone line is +1-202-514-2000.

Federal Bureau of Investigation: Tips can be submitted to the FBI’s online tip line.

Whistleblower Programs: Both the SEC and, more recently, the DOJ have established whistleblower programs that can provide significant financial awards to individuals who provide original information that leads to a successful enforcement action. These programs create a powerful incentive for insiders to report wrongdoing.

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