What the FCPA Prohibits and Who It Covers
Enacted in 1977, the FCPA combines two sets of rules that work together. One targets bribery itself, and the other targets the bookkeeping that can hide it:
- Anti-bribery provisions. The statute bars offering, paying, or promising anything of value to a foreign official to win or keep business. Value is not limited to cash. Travel, gifts, hospitality, internships, and donations can all qualify.
- Accounting provisions. Companies with securities listed in the U.S. must keep accurate books and maintain internal accounting controls to ensure disguised payments do not slip through.
- Broad reach. The law covers issuers, domestic concerns such as Colorado businesses and U.S. citizens, and certain foreign persons acting within the United States.
- Penalties. According to the DOJ and SEC's FCPA Resource Guide, criminal fines for an anti-bribery violation can reach $2 million per violation for companies, and individuals face up to five years in prison. Willful accounting violations carry fines up to $25 million for companies and up to 20 years in prison for individuals.
Private Colorado companies are subject to the anti-bribery rules even if they have never filed with the SEC. Our Denver anti-corruption & FCPA attorney can map where your business interacts with foreign officials and identify which of those contacts warrant closer controls.
Why FCPA Diligence Matters in Cross-Border Deals
Buying, selling, or investing across borders adds a layer of risk that a standard contract review can miss. An acquirer may inherit liability for a target's pre-closing conduct, so foreign sales channels deserve attention before signing:
- Screen the target's foreign operations. Review agents, distributors, customs brokers, and government-facing relationships for warning signs.
- Allocate risk in the deal documents. Compliance representations, warranties, and indemnities put responsibility where it belongs.
- Plan the integration. Apply your own controls to the acquired business promptly instead of waiting for a problem to surface.
- Prepare the sale record. Sellers with documented compliance practices present cleaner diligence and protect deal value.
Whether you are acquiring a company, courting an investor, or entering a new export market, a Denver anti-corruption & FCPA lawyer can size up the exposure before it affects price, timing, or your reputation.
Our Anti-Corruption and FCPA Legal Services
Sequoia Legal advises on both prevention and response. The work below covers the situations our clients raise most often:
Our Successful Cases
What a Defensible FCPA Compliance Program Includes
Enforcement priorities shift. The DOJ's June 2025 FCPA guidelines focus on serious misconduct and harm to U.S. interests, but the five-year limitations period still applies. Strong programs share these features:
