FCPA resolutions explained

What the law prohibits

Section 78dd-1(a) makes it unlawful for an issuer of registered securities, or its officers, directors, employees, agents or stockholders acting for it, to make corrupt use of the mails or interstate commerce to offer or pay anything of value to a foreign official, foreign political party or candidate ¹. The payment must be meant to influence an official act, induce a breach of duty or secure an improper advantage "in order to assist such issuer in obtaining or retaining business" ¹.

The statute excludes facilitating payments for "routine governmental action" such as processing visas or providing police protection ¹. It gives two affirmative defenses: the payment was lawful under the written laws and regulations of the official's country, or it was a reasonable and bona fide expenditure such as travel tied to promoting products or performing a contract ¹.

Penalties in the statute

The statute says a fine imposed on an individual under 78ff(c)(2) may not be paid, directly or indirectly, by the issuer ². Case records on this site give the amounts stated in each resolution document.

How DOJ cases end

Justice Manual 9-47.110 says no FCPA antibribery case shall be instituted "without the express authorization of the Criminal Division" and that cases are handled by Fraud Section trial attorneys except where the Assistant Attorney General agrees otherwise ³. Corporate charging decisions follow the factors in Justice Manual 9-28.300 ⁴.

• Declination: under the Corporate Enforcement and Voluntary Self-Disclosure Policy in Justice Manual 9-47.120 (updated January 2025), there is a presumption of declination for voluntary self-disclosure, full cooperation and timely remediation absent aggravating circumstances. The company must pay all disgorgement or forfeiture and restitution. Declinations are made public ³.
• Reduced penalty with self-disclosure: the policy gives "a reduction of at least 50% and up to 75%" off the low end of the U.S. Sentencing Guidelines fine range where a criminal resolution is warranted ³.
• Reduced penalty without self-disclosure: full cooperation and remediation can earn "a reduction of up to 50%" off the low end of the range ³.
• NPA or DPA: described in the Justice Manual as an "important middle ground" between declining prosecution and conviction ⁴.
• Guilty plea: the court must find a factual basis before entering judgment on the plea ⁶.

Policy changes in 2025

On 9 June 2025 the Justice Department issued "Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act (FCPA)" from the Office of the Deputy Attorney General ⁷. Read the full memorandum on the Department's site for the factors it sets ⁷.

On 5 June 2025 the Criminal Division issued guidance on coordinating corporate resolution penalties in parallel criminal, civil, regulatory and administrative proceedings ⁸. It says declinations under the Corporate Enforcement Policy require companies to disgorge ill-gotten gains and, where applicable, compensate victims ⁸.

SEC side and the Resource Guide

The SEC brings civil actions for violations by issuers, and the civil penalties in 78ff(c) are imposed in an action brought by the Commission ². The SEC rescinded its no-deny settlement policy effective 21 May 2026 ⁹.

The Justice Department and the SEC published "A Resource Guide to the U.S. Foreign Corrupt Practices Act, Second Edition", originally released in November 2012 and updated in July 2020 ⁵. The guide covers "the different types of civil and criminal resolutions available in the FCPA context" and gives examples of enforcement actions and declinations ⁵.