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DOJ and SEC Issue Long-Awaited FCPA Guidance

Client Alert | 1 min read | 11.14.12

The Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) today issued long-awaited written guidance on the U.S. Foreign Corrupt Practices Act (FCPA), in a 120-page publication entitled A Resource Guide to the U.S. Foreign Corrupt Practices Act. According to the government, the Guide aims to "provide helpful information to enterprises of all shapes and sizes – from small businesses doing their first transactions abroad to multi-national corporations with subsidiaries around the world."

The Guide covers numerous topics, including several that are at the forefront of compliance officers' minds and central to current litigation, enforcement actions, and negotiations. Topics the Guide addresses include:

  • Who and what are covered by the FCPA's bribery and accounting provisions
  • What are proper and improper gifts, travel, and entertainment expenses
  • The definition of "foreign official"
  • The scope of the facilitating payments exception
  • The affirmative defenses, such as reimbursement of reasonable travel expenses
  • How successor liability applies in the M&A context
  • The hallmarks of effective corporate compliance programs
  • Penalties, sanctions, and remedies
  • Available types of criminal and civil resolution


The Guide reflects not only the government's interpretation of the law, but also its enforcement practices, providing hypotheticals and examples of enforcement actions and declinations. The Guide also includes discussion of the impact of self-reporting, cooperation, corporate compliance programs and remedial efforts.

Understanding the Guide, which may be found here, will be essential to any company that could fall within the broad reach of the FCPA. To that end, we will issue a full analysis within the next few days.

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Client Alert | 3 min read | 06.12.26

DOJ Guidance Backs Away From Disparate Impact Liability

On June 9, 2026, the U.S. Department of Justice (DOJ) issued a formal opinion concluding that the Equal Opportunity Employment Commission’s (EEOC) existing interpretations of Title VII of the Civil Rights Act of 1964 (Title VII) disparate-impact liability, including the Uniform Guidelines on Employee Selection Procedures (UGESP), are unconstitutional. According to the opinion, EEOC’s prior interpretations contemplate liability based on disproportionately adverse effects alone, without regard to an employer’s likely intent, rather than treating disparate impact as an evidentiary mechanism to “smoke out” intentional discrimination. DOJ found that this approach functions as a “qualified racial-proportionality mandate” that places “a racial thumb on the scales, often requiring employers to evaluate the racial outcomes of their policies, and to make decisions based on (because of) those racial outcomes.” The opinion fulfills one mandate of Executive Order 14281, which rejected disparate-impact liability insofar as it “creates a near insurmountable presumption that unlawful discrimination exists wherever there are any differences in outcomes among different [demographic groups].”...

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