Practices

International Anti-Corruption & Foreign Corrupt Practices Act

Why Cooley

Cooley has extensive experience with respect to the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and other anti-corruption laws. This practice includes internal investigations, defense of government investigations and actions, due diligence for M&A and joint ventures, compliance counseling and training, and risk assessments. While many of our clients are in the life sciences, technology, communications, venture capital and financial services sectors, we also represent individuals, audit committees and companies in the mining, defense, aerospace, oil and gas, retail, food supply, real estate and other sectors.

Our practitioners include a former Acting Associate Attorney General from the Department of Justice (DOJ), a former Assistant Director from the Securities and Exchange Commission’s (SEC) FCPA Unit, former DOJ trial attorneys and Assistant US Attorneys, and FCPA/anti-corruption compliance professionals with decades of practical experience.

Areas of Practice

Investigations

  • Conduct internal investigations into FCPA and other anti-corruption issues
  • Represent public companies, private companies, audit committees and managers
  • Help companies assess the circumstances giving rise to an anti-corruption concern and tailor an investigation to resolve that concern
  • Defend clients in investigations and enforcement actions brought by the SEC, DOJ, UK Financial Conduct Authority, UK Serious Fraud Office and other agencies

Compliance Programs

  • Advise clients on establishing effective anti-corruption compliance programs to address these risks and satisfy US Sentencing Guidelines, UK Ministry of Justice Bribery Act Guidance and other standards
  • Draft anti-corruption policies and procedures
  • Train employees and contractors
  • Perform anti-corruption due diligence
  • Conduct compliance monitoring and auditing
  • Prepare guidance on gifts and hospitalities
  • Design whistleblower and crisis management procedures

Mergers & Acquisitions, Joint Ventures and Capital Markets

  • Counsel sellers and acquirers in M&A transactions on anti-corruption due diligence measures and legal compliance clauses
  • Provide guidance on carving out tainted assets and submitting voluntary government disclosures
  • Counsel clients on JV-specific due diligence efforts, contract clauses and compliance measures
  • Perform capital markets-related due diligence and guide parties with respect to relevant securities disclosures

Intermediaries

  • Assist clients in performing due diligence regarding agents, consultants, resellers and other intermediaries to ensure that they do not have a history or reputation for corruption
  • Draft effective anti-corruption compliance clauses for intermediary agreements

Gifts & Hospitalities

  • Counsel clients, particularly those in the defense, energy, pharmaceutical and medical device industries, on understanding the differences between corrupt and non-corrupt benefits 

Political & Charitable Donations

  • Investigate issues associated with political contributions and charitable donations from FCPA, bribery and international perspectives
  • Assist clients with vetting charities and the imposition of audit rights, if necessary

Commercial Bribery

  • Advise companies on their commercial bribery risk under the FCPA's accounting provisions, the US Travel Act, the UK Bribery Act and various other statutes

Whistleblowers

  • Guide clients on strategies to convince employees to report concerns internally first and to address these concerns once they are raised
  • Advise clients on how best to respond to resulting investigations in instances where whistleblower claims are made to regulators

Litigation Defense

  • Defend at trial companies and individuals pursued by regulators and other government entities
  • Represent companies and their executives and board members in matters involving alleged anti-corruption violations arising in the context of strategic transactions and international business operations, as well as multidistrict class actions and derivative suits

Asset Recovery

  • Represent states seeking to trace, freeze and recover the proceeds of corruption, or compensation for corrupt acts
  • Work internationally on innovative and successful claims to recover the proceeds of corruption
  • Assist states in formulating and implementing international asset recovery strategies, taking into account the complex practical and legal issues that arise in cases involving multiple countries

Representative Matters   

  • Successfully defended Jim Giffen, a senior advisor to the Republic of Kazakhstan, in one of the most significant FCPA prosecutions to date.
  • Conducted an internal investigation and represented a building products manufacturer in SEC and DOJ investigations arising from a self-report of potential FCPA violations in China, resulting in a rare SEC non-prosecution agreement (NPA) and public DOJ declination.
  • Represented a multinational pharmaceutical company in connection with SEC and DOJ investigations into gifts and payments to Chinese healthcare employees and other government officials.
  • Conducted an internal investigation for a Fortune 100 construction company and represented it in SEC and DOJ investigations into issues arising from projects in Africa, resulting in SEC and DOJ declinations.
  • Represented an executive of a multinational life sciences company in connection with SEC and DOJ investigations into sales and payments made in various African countries.
  • Represented an executive of a financial services firm in connection with SEC and DOJ investigations into hiring of individuals related to Chinese officials.
  • Represented an audit committee of a semiconductor company in connection with an investigation relating to payments made to consultants in India.
  • Conducted an internal investigation into alleged bribes paid by a multinational company doing business in Brazil.
  • Represented The Titan Corporation and certain of its officers and directors in numerous securities class actions, derivative suits and M&A litigation arising out of alleged FCPA violations.
  • Represented an audit committee of a life sciences company in connection with an internal investigation relating to payments made to consultants in India. 

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