• About
  • Offices
  • Careers
  • News
  • Students
  • Alumni
  • Payments
  • EN | FR
Background Image
Bennett Jones Logo
  • People
  • Expertise
  • Knowledge
  • Search
  • FR Menu
  • Search Mobile
A B C D E F G H I J K L M N O P Q R S T U V W X Y Z
View all
Practices
Corporate Litigation Regulatory Tax View all
Industries
Energy Infrastructure Mining Private Equity & Investment Funds View all
Advisory
Crisis & Risk Management Public Policy
View Client Work
International Experience
Insights News Events Subscribe
Arbitration Angle Artificial Intelligence Insights Business Law Talks Podcast Class Actions: Looking Forward Class Action Quick Takes
Economic Outlook New Energy Economy Series Private Equity Briefings Quarterly Fintech Insights Quarterly M&A Insights
Sustainability & the CIO
People
Offices
About
Practices
Industries
Advisory Services
Client Work
Insights
News
Events
Careers
Law Students
Alumni
Payments
Search
Subscribe

Stay informed on the latest business and legal insights and events.

LinkedIn LinkedIn Twitter Twitter Vimeo Vimeo
 

Anti-Corruption Law: Implications of the U.S. FCPA Resource Guide for Canadian Business

November 16, 2012

On November 14, 2012, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) released their long-awaited Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA). The 120-page Guide provides valuable direction on anti-corruption compliance for companies and individuals carrying on business internationally.

The Guide will be of obvious interest to Canadians subject to FCPA jurisdiction, such as Canadian companies that are U.S. issuers (i.e., listed on a U.S. stock exchange or whose stock is traded in the U.S. over-the-counter market) or who carry on business in the United States, as well as their officers and directors. However, in view of the similarities between the FCPA and Canada's Corruption of Foreign Public Officials Act (CFPOA), the Guide will also serve as a useful reference for Canadian companies when considering compliance issues arising under Canadian law. The CFPOA and FCPA are the means by which Canada and the United States comply with their international obligations under the 1997 CD and 2003 UN Anti-Corruption Conventions. In addition, the close cooperation between the U.S. enforcement agencies and the RCMP and the Public Prosecutions Service of Canada in anti-corruption matters strongly suggest that Canadian investigators and prosecutors will pay close attention to the policies and views articulated in the Guide.

Issues addressed in the Guide include:

  • The "hallmarks" of an effective compliance program, including senior management commitment and oversight, a "clear, concise and accessible" code of conduct and risk-based program design and implementation;
  • The role of risk-based due diligence in mergers and acquisitions and other corporate transactions;
  • Payments to third parties or intermediaries, including "red flags" and due diligence in relation to the retention of agents and representatives;
  • The line between proper and improper payments, gifts, travel and entertainment expenses to foreign officials;
  • Defences to the FCPA's anti-bribery provisions, including compliance with local law, payment of reasonable and bona fide travel and lodging expenses to a foreign official, and facilitation payments made in furtherance of routine government action (Canadian companies should note that similar defences are available under Canadian law);
  • Corporate liability for anti-bribery violations, e.g., parent-subsidiary liability and successor liability in the mergers and acquisitions context;
  • Factors considered by enforcement officials when deciding whether to initiate an investigation or bring charges for non-compliance;
  • The FCPA's books and record keeping requirements and internal accounting control practices; and
  • The jurisdictional and extraterritorial reach of the FCPA.

While the Guide goes significantly beyond previous FCPA guidance documents offered by the U.S. government, it is not comprehensive and offers only limited practical direction in many instances. It is also silent on important mitigation issues, such as reducing the risk of liability through contractual provisions or regular internal compliance reviews. Despite its limitations, the Guide is an important contribution to the growing resources available to international businesses and should be required reading for anti-corruption compliance officers and corporate counsel involved in international transactions.

The Guide is available on the websites of the DOJ and the SEC at:

www.usdoj.gov/criminal/fraud/fcpa/guidance/

www.sec.gov/spotlight/fcpa.shtml

Please note that this publication presents an overview of notable legal trends and related updates. It is intended for informational purposes and not as a replacement for detailed legal advice. If you need guidance tailored to your specific circumstances, please contact one of the authors to explore how we can help you navigate your legal needs.

For permission to republish this or any other publication, contact Amrita Kochhar at kochhara@bennettjones.com.

Related Links

  • Insights
  • Media
  • Subscribe

Related Expertise

  • International Trade & Investment

Recent Posts

Articles

Climate Change Initiatives: Selected Recent Changes and the Application of Existing Tax Principles to Clean Energy—Part 2

July 21, 2025
       

Articles

Tariff Tensions: Managing Risk Through Carefully Drafted Construction Contracts

July 21, 2025
       

Speaking Engagements

Sabrina Bandali spoke at the 71 Annual Natural Resources

July 17, 2025
       

Client Work

Canada Infrastructure Bank Closes C$1 Billion Financing to Support Montréal-Trudeau Transformation

July 16, 2025
       

In The News

John Manley on the CBC News Network

July 11, 2025
       

Speaking Engagements

Rethinking Cyber Risk in the Age of AI: What Boards Need to Know

July 08, 2025
       

Announcements

Eighteen Bennett Jones Lawyers Ranked in Lexpert's Special Edition on Health Sciences

July 02, 2025
       

Client Work

Bennett Jones Acts for Canadian Pacific Kansas City Limited in Overturning C$228 Million Judgment

July 02, 2025
       

Announcements

Harinder Basra Appointed Calgary Managing Partner at Bennett Jones

July 01, 2025
       
Bennett Jones Centennial Footer
Bennett Jones Centennial Footer
About
  • Leadership
  • Diversity
  • Community
  • Innovation
  • Security
Offices
  • Calgary
  • Edmonton
  • Montréal
  • Ottawa
  • Toronto
  • Vancouver
  • New York
Connect
  • Insights
  • News
  • Events
  • Careers
  • Students
  • Alumni
Subscribe

Stay informed on the latest business and legal insights and events.

LinkedIn LinkedIn Twitter Twitter Vimeo Vimeo
© Bennett Jones LLP 2025. All rights reserved.
  • Privacy Policy
  • Disclaimer
  • Terms of Use
Logo Bennett Jones