SEC.gov | SEC and Justice Department Release FCPA Guide
The SEC and DOJ jointly released a 120-page FCPA Resource Guide in 2012 to clarify anti-bribery and accounting compliance requirements, not to announce a specific fraud case, thereby promoting prevention and transparency in international business practices.
On November 14, 2012, the Securities and Exchange Commission and the Department of Justice released a 120-page Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA) to explain enforcement practices and aid compliance. The guide defines key terms like 'foreign official,' outlines permissible versus improper gifts and travel expenses, addresses facilitating payments and successor liability in mergers, and describes hallmarks of effective corporate compliance programs. While it includes hypotheticals and examples of both enforcement actions and declined cases, it does not allege any specific fraud, charge, or monetary penalty against an individual or entity.
On November 14, 2012, the Securities and Exchange Commission and the Department of Justice jointly published a 120-page Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA) to enhance transparency and assist businesses in complying with anti-bribery and accounting provisions. The guide provides detailed interpretations of key concepts such as the definition of a 'foreign official,' the boundaries of permissible gifts and entertainment expenses, the legality of facilitating payments, and how successor liability applies in mergers and acquisitions. It also outlines the characteristics of an effective corporate compliance program and includes hypothetical scenarios, real-world enforcement examples, and instances where the agencies chose not to pursue action. Neither the guide nor the accompanying press release accuses any party of fraud, nor does it disclose specific dollar amounts, charges, or enforcement outcomes. Instead, it emphasizes prevention, education, and proactive compliance as central to combating international corruption. SEC Director Robert Khuzami and DOJ Assistant Attorney General Lanny Breuer stressed that the guide aims to protect investor confidence by helping businesses avoid unlawful conduct before it occurs. The publication reflects a strategic shift toward clarity and deterrence rather than punitive enforcement, serving as a reference for companies of all sizes operating globally.
Exhibits & Attached Documents (1)
Extracted insights
- agency Department of Justice
- person robert khuzami
- agency sec and doj
- agency sec's division of enforcement
- agency Securities and Exchange Commission
- SEC released A Resource Guide to the U.S. Foreign Corrupt Practices Act
- Department of Justice released A Resource Guide to the U.S. Foreign Corrupt Practices Act
- Robert Khuzami is Director of SEC's Division of Enforcement
- Lanny A. Breuer is Assistant Attorney General of Justice Department's Criminal Division
- Guide addresses FCPA anti-bribery and accounting provisions
- SEC and DOJ enforce Foreign Corrupt Practices Act
Skip to search field Skip to main content <iframe src="https://www.googletagmanager.com/ns.html?id=GTM-TD3BKV" height="0" width="0" style="display:none;visibility:hidden"></iframe> An official website of the United States government Here’s how you know Here’s how you know Official websites use .gov A .gov website belongs to an official government organization in the United States. Secure .gov websites use HTTPS A lock (LockA locked padlock) or https:// means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites. SEC homepage Menu Newsroom | Investors Small Businesses Whistleblowers Search SEC.gov & EDGAR Search More in this Section Press Release SEC and Justice Department Release FCPA Guide For Immediate Release 2012-225 Washington D.C., Nov. 14, 2012 — The Securities and Exchange Commission and the Department of Justice today released A Resource Guide to the U.S. Foreign Corrupt Practices Act. The 120-page guide provides a detailed analysis of the U.S. Foreign Corrupt Practices Act (FCPA) and closely examines the SEC and DOJ approach to FCPA enforcement. The guide provides helpful information to enterprises of all sizes from small businesses doing their first transactions abroad to multi-national corporations with subsidiaries around the world. The guide addresses a wide variety of topics including who and what is covered by the FCPA's anti-bribery and accounting provisions; the definition of a "foreign official"; what constitute proper and improper gifts, travel, and entertainment expenses; facilitating payments; how successor liability applies in the mergers and acquisitions context; the hallmarks of an effective corporate compliance program; and the different types of civil and criminal resolutions available in the FCPA context. On these and other topics, the guide takes a multi-faceted approach toward setting forth the statute's requirements and providing insights into SEC and DOJ enforcement practices. It uses hypotheticals, examples of enforcement actions and matters that the SEC and DOJ have declined to pursue, and summaries of applicable case law and DOJ opinion releases. "Investors must have faith that the economic performance of public companies reflects lawful considerations of markets, price, and product rather than a mirage resulting from bribery and corruption," said Robert Khuzami, Director of the SEC's Division of Enforcement. "This guide will protect investors by assisting businesses in preventing such unlawful behavior, thus avoiding FCPA violations in the first place, which is in the interest of law enforcement and business alike." Assistant Attorney General Lanny A. Breuer of the Justice Department's Criminal Division said, "The fight against corruption is a law enforcement priority of the United States. Our FCPA enforcement is critical to protecting the integrity of markets for American companies doing business abroad, and we will continue to make clear that bribing foreign officials is not an acceptable shortcut. The guide is an important illustration of our transparency and a useful reference for companies and individuals who wish to act responsibly and in compliance with the law." The guide is available online at: www.sec.gov/spotlight/fcpa.shtml or www.justice.gov/criminal/fraud/fcpa ### Last Reviewed or Updated: July 28, 2014 Return to top SEC homepage Stay connected. Sign up for email updates. Your email address Sign Up X Facebook Instagram RSS YouTube Email Updates
Skip to search field Skip to main content <iframe src="https://www.googletagmanager.com/ns.html?id=GTM-TD3BKV" height="0" width="0" style="display:none;visibility:hidden"></iframe> An official website of the United States government Here’s how you know Here’s how you know Official websites use .gov A .gov website belongs to an official government organization in the United States. Secure .gov websites use HTTPS A lock (LockA locked padlock) or https:// means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites. SEC homepage Menu Newsroom | Investors Small Businesses Whistleblowers Search SEC.gov & EDGAR Search More in this Section Press Release SEC and Justice Department Release FCPA Guide For Immediate Release 2012-225 Washington D.C., Nov. 14, 2012 — The Securities and Exchange Commission and the Department of Justice today released A Resource Guide to the U.S. Foreign Corrupt Practices Act. The 120-page guide provides a detailed analysis of the U.S. Foreign Corrupt Practices Act (FCPA) and closely examines the SEC and DOJ approach to FCPA enforcement. The guide provides helpful information to enterprises of all sizes from small businesses doing their first transactions abroad to multi-national corporations with subsidiaries around the world. The guide addresses a wide variety of topics including who and what is covered by the FCPA's anti-bribery and accounting provisions; the definition of a "foreign official"; what constitute proper and improper gifts, travel, and entertainment expenses; facilitating payments; how successor liability applies in the mergers and acquisitions context; the hallmarks of an effective corporate compliance program; and the different types of civil and criminal resolutions available in the FCPA context. On these and other topics, the guide takes a multi-faceted approach toward setting forth the statute's requirements and providing insights into SEC and DOJ enforcement practices. It uses hypotheticals, examples of enforcement actions and matters that the SEC and DOJ have declined to pursue, and summaries of applicable case law and DOJ opinion releases. "Investors must have faith that the economic performance of public companies reflects lawful considerations of markets, price, and product rather than a mirage resulting from bribery and corruption," said Robert Khuzami, Director of the SEC's Division of Enforcement. "This guide will protect investors by assisting businesses in preventing such unlawful behavior, thus avoiding FCPA violations in the first place, which is in the interest of law enforcement and business alike." Assistant Attorney General Lanny A. Breuer of the Justice Department's Criminal Division said, "The fight against corruption is a law enforcement priority of the United States. Our FCPA enforcement is critical to protecting the integrity of markets for American companies doing business abroad, and we will continue to make clear that bribing foreign officials is not an acceptable shortcut. The guide is an important illustration of our transparency and a useful reference for companies and individuals who wish to act responsibly and in compliance with the law." The guide is available online at: www.sec.gov/spotlight/fcpa.shtml or www.justice.gov/criminal/fraud/fcpa ### Last Reviewed or Updated: July 28, 2014 Return to top SEC homepage Stay connected. Sign up for email updates. Your email address Sign Up X Facebook Instagram RSS YouTube Email Updates