1. Foreign Corrupt Practices Act
related to Joint Ventures
Tyler Meyer
Katie Meyer
Kim Thelwell
Annie Smith-Bova
Amanda Henry
2. Who is Liable?
All parties involved in a joint venture are liable
under FCPA
Anti-Bribery
Same for majority and minority interests
Depends on knowledge of actions, not
percentage ownership
Accounting Provisions
Majority interest is liable for books and records
Minority interest may avoid liability if they
implement controls designed to insure
compliance with the accounting provisions
3. Due Diligence
“All necessary precautions”
Well documented
If not possible prior, then agreement needs to
state that due diligence will be conducted
immediately after JV formed
To verify & determine:
Direct/Indirect Government Influence or Ownership
Reputation
5. Action Steps
Understand Liabilities
Pick the Right Partner
Conduct Exhaustive Due Diligence
Produce Ironclad JV Agreement
Implement Compliance Program
Have an Exit Strategy
AmandaProhibited payments Go farther than standard provisionMust reference FCPA, anti-corruption laws, common local law, international conventionsMake clear what conduct is prohibitedDescription of prohibited behaviorDefinition of what constitutes government officialAnnual certificationState awareness of obligations under FCPAConfirms not aware of any such prohibited conduct now, past, or in future KatieApproval of subcontractorsMust have US companies written consent prior to hiringConsent contingent upon due diligence of subcontractor Audit requirementsLikely to receive the most attention and objectionsThreat of audit deters illegal conduct Retain rights over books and records, including 3rd party representativeProvides company opportunity for company to investigate Potential risksSEC/DOJ will expect company to exercise such rightsExit strategy