The U.S. Foreign Corrupt Practices Act, 1997, (hereinafter referred to as “FCPA”) prohibits US companies and citizens, foreign companies listed on a U.S. stock exchange, or any person acting while in the United States, from corruptly paying or offering to pay, directly or indirectly, money or anything of value to a foreign official to obtain or retain business.

The FCPA also requires “issuers” (any company including the foreign companies) with securities traded on a U.S. exchange or otherwise required to file periodic reports with the Securities and Exchange Commission (‘SEC”) to keep book of records that accurately reflect the business transactions and to maintain effective internal controls.

FCPA is jointly enforced by the Department of Justice (“DOJ’) and the SEC. Proof of a U.S. territorial nexus is not required for the FCPA to be implicated against U.S. companies and citizens, and FCPA violations can, and often do, occur even if the prohibited activity takes place entirely outside the United States.

The term “any thing for value” is not defined in the FCPA. The term, however, may be construed to mean not only cash or a cash equivalent but also gifts, drinks, meals, transportations, benefits etc. “Foreign officials” in FCPA has been defined to mean any officer or employee of a foreign government or any department, agency or instrumentality thereof or any person acting in an official capacity for or on behalf of any such government, department, agency or instrumentality.

FCPA violation can result in significant fines and penalties