Who the law reaches
Under the Foreign Corrupt Practices Act, bribing a foreign official to obtain or keep business is a federal offense, and the law reaches U.S. companies and individuals as well as companies whose securities trade on U.S. exchanges, with some reach beyond that. Public companies are also subject to its accounting provisions, which call for accurate books and reasonable internal controls whether or not a bribe is involved. Many violations involve intermediaries, such as agents, consultants, and distributors, rather than direct payments by employees. Federal enforcement priorities for the statute have shifted in recent years, so current Justice Department guidance should be checked. The law itself remains in force, and foreign anti-bribery laws may apply to the same conduct.
What makes a program credible
The Justice Department publishes guidance on how prosecutors evaluate corporate compliance programs, and in broad terms it asks whether a program is designed for the company's real risks and whether it works in practice. Concretely, that usually means a risk assessment tied to where the company actually does business, due diligence on third parties before they are engaged, and controls over payments, gifts, travel, and donations. Training should reach the people who deal with officials, and reporting channels should be trusted enough that employees use them. Reports need to be investigated, documented, and followed by real consequences. A program that exists on paper but is never tested tends to carry little weight.
Starting the review
A first engagement often begins with a map of where the company touches foreign governments, including state-owned customers, licenses, permits, and customs. We then compare that map with the existing policies, contracts, and payment controls to find the gaps that matter most. For acquisitions, pre-closing diligence and post-closing integration deserve their own plan, because a buyer can inherit a target's problems. If a possible violation has already surfaced, the questions change to investigation, preservation, and whether to disclose, and those should be handled with counsel from the start. A compliance program built in advance is usually easier to explain than one assembled in response to a subpoena.
