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Investigations into suspected breaches of the Foreign Corrupt Practices Act 1977 (FCPA 1977) are frequently lengthy and complex. Questions around privilege, voluntary self-reporting and cross-border dynamics must be thoroughly assessed and managed with care. This Checklist should be read alongside the Practice Note: Practical steps in a bribery investigation—UK and US perspectives. For further detail on the FCPA, see Practice Notes: US Foreign Corrupt Practices Act (FCPA), The US Foreign Corrupt Practices Act 1977 (FCPA 1977) and Bribery Act 2010 (BA 2010) comparison table, and FCPA internal investigations and enforcement proceedings (US). Prior to investigation Lawyers should consider the following steps: Ensure the company has a robust compliance programme, backed by sufficient resources and incorporating anonymous reporting channels and whistleblowing policies. Under the US Department of Justice’s (DOJ) Principles of Federal Prosecution of Business Organisations, when deciding whether to bring charges, negotiate plea or other agreements, and determine fines, the DOJ assesses the adequacy and effectiveness of the corporation’s compliance programme at the time of...

The documents set out below give a snapshot of the principal transactional papers commonly used to document a high yield bond issuance. For each, the summary outlines its function and identifies the relevant parties who would ordinarily sign it. Further documents might be necessary to address features of a particular deal (for example, escrow mechanics) or to capture tailored arrangements specific to that transaction... Document Description 144A Global Note A single note executed by the issuer evidencing the full principal amount for the Rule 144A tranche. Section 5 of the US Securities Act of 1933 requires every offer and sale of securities in the United States to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A provides a safe harbour from the Section 5 registration obligation, thereby permitting the initial purchasers of the bonds (see Purchase Agreement below) to subsequently resell the securities only to ‘qualified institutional buyers’, namely institutional investors that satisfy specified criteria. For further detail on Rule 144A,...

A look at US SEC & CFTC’s record year for whistleblower awards Through anonymous reporting routes, robust anti-retaliation protections and financial awards, the agencies have motivated whistleblowers to provide high-quality information on securities and commodities fraud, markedly reinforcing their enforcement efforts. In late November 2024 and early December 2024, respectively, the SEC and CFTC whistleblower offices released their annual reports for the 2024 fiscal year. The documents show the programmes remain robust, attracting record numbers of whistleblower tips and distributing hundreds of millions of dollars to eligible individuals. The reports also outline the chief areas of fraud being reported via the whistleblower programmes and highlight both agencies’ intensified moves to curb companies’ attempts to hinder whistleblower communications. While the SEC and CFTC whistleblower programmes continue to be highly successful, legislative reform is still needed. The imperative is particularly acute for the CFTC’s programme, which is under threat from a funding crisis, due in part to its significant growth in recent years...

In this issue: Investment Boundary between guidance and advice Public sector pensions Dates for your diary Trackers Trackers Investment Pensions UK issues technical guidance on updated vote reporting template to better assist trustees track investment voting Pensions UK has released comprehensive technical guidance to accompany the industry’s standardised shareholder vote reporting template, originally produced in March 2025 alongside the Financial Conduct Authority (FCA) and the industry-led Vote Reporting Group (VRG). Expanding on the FAQs published in March 2025, the guidance offers granular, field-by-field clarifications for asset managers, proxy advisers and asset owners, covering data requirements, formatting and interpretation. Pensions UK confirms updates have been made to the template since March 2025 and advises all users to review both the revised template and the full guidance. The final template, built by the industry for the industry, centres on the VRG framework while retaining selected features from Pensions UK’s earlier version. It also references USA SEC NP-X reporting to present...

Specifically, the resolutions show that: a business that does not voluntarily disclose misconduct and is a repeat criminal offender may still obtain a meaningful penalty reduction by co-operating and remediating the DOJ and the SEC are increasingly co-ordinating with overseas authorities on FCPA investigations firms can lessen FCPA exposure by linking remuneration to compliance, by creating and enforcing policies on third-party messaging applications and personal devices, and by rigorously vetting and monitoring third parties On 10 January 2024, the DOJ and SEC announced resolutions with SAP, a German software company. They allege that SAP breached the FCPA by, among other things, making improper payments to government officials in South Africa and Indonesia to secure and retain software and services contracts with government entities. SAP agreed to pay the DOJ and the SEC over US$220m and entered into a three-year deferred prosecution agreement (DPA) with the DOJ. The US regulators co-ordinated these resolutions with prosecutors in South Africa. The DOJ deferred prosecution...

ARCHIVED: This archived Practice Note is not being maintained. Today, most global businesses work with third parties, tapping into vital capabilities that help them operate across markets. Yet those relationships can also carry significant corruption exposure, potentially resulting in breaches of the Foreign Corrupt Practices Act (FCPA). With the right diligence, tailored contractual terms, targeted training, and robust oversight, organisations can manage FCPA risk while still benefiting from third-party contributions to their operations. The FCPA bars corrupt payments made through intermediaries when a company is ‘knowing’ that some or all of the money will be passed to a foreign government official. It is not necessary to have actual knowledge of a third party’s conduct; wilful blindness can be enough to attribute knowledge. In practice, businesses cannot look the other way or disregard indications of possible bribery by those they engage. Agents, distributors, consultants, contractors, and subcontractors Service-providers, suppliers, and other non-intermediary third parties Effective third-party engagement should include anti-corruption due diligence,...

What does this Practice Note cover? This Practice Note examines transactions that rely on Regulation S under the Securities Act of 1933, as amended (15 USC § 77a) (the Securities Act). Regulation S removes from the section 5 (15 USC § 77e) registration regime offers and sales of securities conducted outside the US. The note provides an outline of Regulation S, addressing the issuer and resale safe harbours, typical Regulation S deal structures, and practical guidance for lawyers working on . What is Regulation S? Under section 5 of the Securities Act, it is unlawful to use any means or instruments of interstate commerce to offer, sell, or deliver a security unless a registration statement for that security has been filed with, and declared effective by, the Securities and Exchange Commission (SEC). As ‘interstate commerce’ in section 2(a)(7) of the Securities Act (15 USC § 77b(a)(7)) encompasses trade and commerce with any foreign country, section 5’s registration rules could be read to cover all securities offerings...

ARCHIVED : This Practice Note is archived and is no longer being updated. For information on the US Foreign Corrupt Practices Act, see Practice Note: The US Foreign Corrupt Practices Act 1977 (FCPA 1977) and Bribery Act 2010 (BA 2010) comparison table. As organisations move into new markets to capture growth, caution is vital, as fresh opportunities also carry fresh challenges. Multinational companies, in particular, face exposure where a subsidiary, affiliate, employee, or agent engages in misconduct that breaches the US Foreign Corrupt Practices Act (FCPA). The Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) are prioritising FCPA enforcement and show no sign of easing their pursuit of FCPA actions. To prevent, detect, and remediate behaviour that may violate the FCPA, in-house counsel and compliance professionals should identify business areas at risk and understand the conduct the FCPA prohibits. This note offers an overview of the law, how it applies to your company’s operations, and a primer on the essential elements of an effective...