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Foreign Corrupt Practices Act of 1977 (FCPA)
Practical Law Glossary Item 6-501-6309 (Approx. 4 pages)
Glossary
Foreign Corrupt Practices Act of 1977 (FCPA)
A federal law prohibiting US citizens and permanent residents, both public and private US companies and certain non-US individuals and entities from bribing foreign government officials to obtain a business advantage (15 U.S.C. §§ 78dd-1 to 78qq). Under some circumstances, the FCPA's jurisdiction extends to non-US individuals and companies, such as those who use the US capital markets, or those who use US communications or banking networks in furtherance of improper payment schemes.
The FCPA has two elements:
- Anti-bribery provisions. Enforced by both the DOJ and the SEC (against US "issuers"), these prohibit giving or offering money, gifts, or "anything of value" to a foreign government official to obtain or retain business.
- Accounting provisions. Enforced by the SEC, these require subject companies to maintain adequate "books and records" and "internal controls" over financial transactions. Significantly, violations of these accounting provisions do not need to have any connection to improper payments at all, and can be charged even if there is no violation of the anti-bribery statute.
For more information on the FCPA, see Practice Notes, The Foreign Corrupt Practices Act: Overview and Mapping an FCPA Strategy: Internal Investigations and Enforcement Proceedings.
For additional resources on the FCPA, see the Bribery and Corruption Toolkit.
For examples of FCPA representations in underwriting agreements for recent SEC-registered offerings, see What's Market Underwriting Agreements database.
For a user-friendly tool for identifying and comparing SEC settlements for FCPA claims since July 1, 2016 with a total monetary value of over $100,000, see What's Market, SEC Settlement Agreements.