Inside the U.S. Government’s Highly-Anticipated FCPA Resource Guide
By Paul J. McNulty, Joan E. Meyer, Robert W. Kent, Jr., John P. Cunningham,
Crystal R. Jezierski, Peter B. Andres, and Erica C. Spencer
On November 14, 2012, a new Resource Guide to the U.S. Foreign Corrupt
Practices Act (“Guidance”) was issued by the Department of Justice (“DOJ”) and
the Securities and Exchange Commission (“SEC”). The Guidance presents a
comprehensive review of the government’s enforcement positions and
expectations for corporate compliance programs. While it is a must-read for U.S.
FCPA practitioners and compliance officers who deal with corruption issues, the
Guidance breaks little new ground analytically and, for the most part, seems to
reaffirm prior pronouncements and policy positions contained in the government’s
speeches and legal briefs. The Guidance lacks clarity on some important issues
that needed to be addressed, such as criminal and civil distinctions in assessing
parent-subsidiary liability. On the positive side, however, it gives some additional,
important detail on best practices in developing and maintaining a compliance
program. These details, set forth primarily in hypothetical examples inserted
throughout the Guidance, provide useful assistance to companies grappling dayto-day with the challenges of creating, implementing, and enforcing a robust
corporate compliance program.
In this client alert, Baker & McKenzie provides a short synopsis of some of the
most important provisions of this ten chapter, 120 page document. This is
intended to be a summary of the high points with additional analysis to be
provided later in a supplemental report.