Two sets of provisions
The Foreign Corrupt Practices Act has two parts. The anti-bribery provisions prohibit offering or giving anything of value to a foreign official, directly or through an intermediary, to obtain or keep business or secure an improper advantage. They reach U.S. companies and citizens, companies with securities traded in the United States, and foreign persons who act in furtherance of a bribe while in U.S. territory. The accounting provisions require companies with U.S.-listed securities to keep accurate books and records and maintain adequate internal controls, whether or not a bribe is proved. The term foreign official is read broadly and can include employees of state-owned companies and public international organizations.
Enforcement after the 2025 changes
Early in 2025 an executive order paused new FCPA enforcement, and the Justice Department later issued guidelines focusing on cases tied to cartels and criminal organizations, conduct that harms the ability of U.S. companies to compete, national security, and serious large-scale bribery. The statute itself did not change, the SEC retains civil authority over issuers, and conduct today can still be examined later, since limitations periods can outlast a policy shift. Foreign anti-corruption authorities have continued their own enforcement. The law also contains a narrow exception for payments that speed routine government action and a defense for reasonable, bona fide expenses, but both are read narrowly, and facilitating payments are often barred by company policy or local law anyway.
Building in safeguards
Most FCPA problems arrive through third parties, so diligence on agents, distributors, and joint venture partners, along with contract terms that allow audits and termination, sits at the center of any program. Gifts, travel, and hospitality for government customers should follow written approval rules, and unusual requests, such as payment to an offshore account or in cash, deserve escalation. Our first review looks at where the company operates, how it wins government business, and which intermediaries it uses, and identify the gaps that matter most. If a specific concern has already surfaced, we discuss how to investigate it under privilege and whether disclosure should be considered.
