Corruption risk usually reaches a company through someone else: a sales agent in a new market, a customs broker who promises faster clearance, a distributor with ties to a state-owned customer, or a joint venture partner with a government relationship. U.S. law holds companies responsible for payments made through those intermediaries when the company knew, or was aware of a high probability, that money would reach an official. We advise businesses on the Foreign Corrupt Practices Act and, for clients with UK connections, the UK Bribery Act, from building practical compliance controls to diligence on third parties and transactions, and we conduct internal investigations when something looks wrong.
The FCPA And Related Laws
The FCPA's anti-bribery provisions prohibit corruptly offering or giving anything of value to a foreign official to obtain or retain business. They apply to U.S. issuers, to U.S. companies and persons, and to foreign companies and individuals who act in furtherance of a bribe while in the United States. Its accounting provisions require issuers to keep accurate books and records and maintain adequate internal accounting controls, and they apply even when no bribe is proven. The DOJ and SEC enforce the statute. The Foreign Extortion Prevention Act now reaches foreign officials who demand bribes, and the Travel Act and state laws can reach purely commercial bribery.
Cross-Border Clients And The UK
The UK Bribery Act 2010 is broader than the FCPA in several ways. It covers bribery of private parties as well as public officials, it makes receiving a bribe an offense, and it has no exception for facilitation payments. Section 7 creates a corporate offense of failing to prevent bribery by an associated person, which applies to companies that carry on a business or part of a business in the UK, wherever the bribe occurs. The only defense is proof of adequate procedures designed to prevent bribery. For clients with UK operations, we coordinate with UK counsel and build programs that satisfy both regimes.
Compliance Programs And Diligence
We build compliance programs scaled to your company's size and risk: a clear anti-corruption policy, gift, travel, and hospitality rules with approval thresholds, training for the people who deal with government customers, and controls that make payments traceable. We design risk-based diligence for agents, distributors, consultants, and joint venture partners, covering ownership, government ties, compensation that does not match the services, and requests for cash or offshore payment. We draft anti-corruption representations, audit rights, and termination rights for third-party contracts. In acquisitions, we run corruption diligence on the target, since successor liability can follow the buyer. The DOJ's Evaluation of Corporate Compliance Programs guides how we test the result.
Investigations And Enforcement
When an allegation surfaces through a hotline report, an audit finding, or a whistleblower, the first decisions matter most. We preserve documents, scope an investigation under attorney-client privilege, give Upjohn warnings to employees we interview, and work with forensic accountants to trace payments. We then help you decide whether to remediate and self-report, weighing the DOJ's Corporate Enforcement and Voluntary Self-Disclosure Policy, SEC cooperation credit, and the chance that a whistleblower reports first. Federal enforcement priorities shifted in 2025, but the statute did not change, and its limitations periods can outlast any administration's priorities. We also handle related commercial disputes, such as terminating a tainted agent.
Red Flags And Common Mistakes
Most problems trace back to a third party. Watch for agents recommended by a government official, commissions well above market, requests for payment to a different country or a different name, vague invoices for consulting or facilitation, and resistance to anti-corruption terms or audits. Do not treat a facilitation payment as safe everywhere; the FCPA exception is narrow and the UK Act has none. Keep gifts and hospitality modest, and record every approval. Record payments accurately, since books-and-records charges do not require proof of a bribe. And do not wait to investigate a credible report, because delay narrows your options, including self-disclosure.
