Global Business and International Corruption (SC)

The Foreign Corrupt Practices Act (“FCPA”) was enacted in 1977 in the aftermath of the Watergate scandal to combat the bribery of foreign public officials. Since the early 2000s the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) have devoted extraordinary resources to FCPA enforcement, which challenges companies that do business in global emerging markets where the demands for bribes or other forms of corrupt payments are common. FCPA enforcement has created a fascinating legal practice in which the DOJ and SEC have boldly interpreted the FCPA beyond its statutory limits, and companies have found themselves caught in complex bribe schemes, the resolution of which often requires extensive investigations and difficult negotiations with both DOJ and the SEC with very limited judicial oversight. FCPA compliance standards by which DOJ and the SEC evaluate corporate conduct have rapidly developed to impose ever-increasing FCPA compliance obligations on companies. Not only must companies maintain robust compliance programs, but they are also expected to investigate their own misconduct, to voluntarily disclose the results of their investigations, and to cooperate with DOJ and the SEC in their own investigations to resolve the FCPA case. FCPA practitioners must be able to advise clients on the corruption risks those clients face in challenging emerging markets and on the elaborate compliance standards those clients must meet to satisfy DOJ and the SEC. FCPA cases involve fascinating and elaborate bribery schemes in which attorneys play important roles in determining the facts through an elaborate investigation process involving document review, forensic accounting and witness interviews. FCPA attorneys must interact effectively for their clients with DOJ and the SEC, including using strategic planning, creative problem-solving and negotiation skills. Recently, the Trump Administration has raised questions about the way the FCPA has been enforced, and DOJ is conducting a review of case resolutions. In the meantime, DOJ has paused FCPA enforcement and the SEC appears to be doing the same. The class will include an analysis of any changes in enforcement policy that DOJ and the SEC may implement as a result of such review and how such changes may impact FCPA compliance programs and the resolution of FCPA cases. The goal of this class is teach students how to advise clients in practical and effective ways (i) on the statutory elements of an FCPA violation and how DOJ and the SEC have broadly interpreted those elements; (ii) on how to comply with the FCPA; and (iii) on how to respond when FCPA issues arise, including conducting investigations and interacting with DOJ and the SEC to resolve FCPA cases.