Companies engaged in cross-border trade, investment, or projects reliant on government approvals can face acute corruption risk. Multi-jurisdictional investigations and heightened compliance expectations require experienced counsel to help guide companies to do business cleanly, and to address and remediate concerns when they arise. Bennett Jones' Anti-Corruption Investigations and Compliance team offers multi-disciplinary and skilled counsel to companies navigating corruption risk and business ethics exposure.
The Corruption of Foreign Public Officials Act (CFPOA) and provisions of the Criminal Code place strict duties on Canadian companies and their employees and agents not to engage in corrupt behaviour. The CFPOA, the Canadian equivalent to the United States Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, criminalizes payments of any kind and in any form to foreign public officials for the purpose of seeking to gain any business advantage. Domestic bribery offences prohibit a variety of conduct, including breaches of trust and the acceptance or offer of secret commissions. Companies face heightened risk disclosure scrutiny from securities regulatory authorities, as in recent years, Canadian securities regulators have used existing regulatory mechanisms to address corruption and related concerns.
In addition, more recent regulatory and transparency initiatives, including those related to Canada's Integrity Regime for federal procurement, and the Extractive Sector Transparency Measures Act (ESTMA), create additional business ethics and reporting obligations. Companies that fall under these regimes must navigate reporting and compliance challenges, which present the associated existential risks of losing the ability to bid on government contracts or facing quasi-criminal enforcement action.
We assist clients with the following:
Governments worldwide are increasingly focusing on anti-corruption compliance, including pursuing criminal prosecution under relevant legislation and cooperating and sharing information among enforcement authorities in other jurisdictions. Bennett Jones lawyers have extensive experience advising clients facing government and regulatory investigations. We work closely with our counterparts in the United States and Europe on suspected cross-border corruption matters, often involving the United States Securities and Exchange Commission, the US Department of Justice, the UK Serious Fraud Office, and other foreign criminal and regulatory authorities. At home, we have represented clients in numerous confidential corruption matters resolved without charges before Canadian law enforcement (Royal Canadian Mounted Police, Public Prosecution Service of Canada), in matters involving corruption risk disclosure before securities regulators (Ontario Securities Commission), and in debarment proceedings conducted by public procurement authorities (Public Services and Procurement Canada).
We provide practical and targeted advice to help companies identify and mitigate the corruption risks they face when doing business in Canada or abroad. Our team has assisted companies to establish and strengthen anti-corruption compliance programs across industry sectors, including in the Natural Resources (Mining and Oil & Gas), Manufacturing, Engineering, Technology, Aerospace, and Cannabis sectors. In designing anti-corruption compliance programs and strategies, we also leverage our expertise in related areas such as export controls and sanctions, public procurement, and trade compliance. Our team is regularly engaged to conduct internal audits and company-initiated reviews in relation to potential misconduct, including matters that arise through whistleblower reports, internal controls, or due diligence processes.
We conduct M&A due diligence reviews, and provide compliance, regulatory, business ethics, and governance advice to boards of both public and private companies, acting for both potential acquirers and putative targets as they consider their merger, acquisition, and amalgamation options.
Our lawyers write, teach and speak regularly on the topics of anti-corruption and bribery compliance, and the conduct of investigations.