Webinar: FCPA Compliance — Acquisitions, Integration & FCPA Audits

Tuesday, September 8, 2020, 12 Noon EST

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In general, when a company acquires another company, the successor company can be liable for the acquired company’s activities prior to acquisition. The U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) have administered Foreign Corrupt Practices Act (“FCPA”) enforcement actions against successor companies in cases involving egregious and sustained violations, where the successor company directly participated in the violations, or where the successor company failed to stop the misconduct from continuing after the acquisition.

To avoid potential FCPA liability for pre-acquisition and post-acquisition conduct, the DOJ and SEC have instructed companies that engage in mergers and acquisition to: (1) Conduct thorough risk-based FCPA and anti-corruption due diligence on potential business acquisitions; (2) Ensure that the acquiring company’s code of conduct and compliance policies and procedures apply as quickly as is practicable to newly acquired businesses or merged entities; (3) Train the directors, officers, and employees of newly acquired businesses and, when appropriate, train agents and business partners on the FCPA and other applicable anti-corruption laws and the company’s code of conduct and compliance policies and procedures; (4) Conduct an FCPA-specific audit of newly acquired businesses as quickly as practicable; and (5) Disclose any corrupt payments discovered as part of its due diligence of newly acquired businesses.

In this webinar, Michael Volkov, and Jonathan Marks, Partner, Baker Tilly, will discuss best practices for integration and audits to ensure a smooth application of compliance policies to the successor company and the conduct of effective audits to confirm the absence of FCPA violations.