FCPA in M&A Transactions: Investigations, Post-Acquisition Diligence and Integration

Pre-acquisition due diligence is essential for companies involved in M&A deals. When acquiring and investing in companies, counsel must evaluate and mitigate the risk of FCPA violations. Companies must also conduct diligence after acquiring a target as M&A transactions can trigger FCPA investigations.

The acquirer of a company with FCPA violations may find itself deemed an FCPA violator. In June 2017, the DOJ issued an $11.2 million declination against Linde, noting the “Department’s investigation found that from approximately Nov. 2006 to Dec. 2009, Linde, through Spectra Gases Inc., a New Jersey company Linde acquired in Oct. 2006, made corrupt payments to high-level officials… . ”

Even if the target company’s FCPA violations were before the acquisition and were unknown to the acquiring company, the acquiring company may still be liable. Counsel must address potential FCPA violations discovered in an M&A transaction, investigate and follow up with corrective action.

Listen as our authoritative panel examines FCPA investigations within M&A transactions. The panel will also discuss post-acquisition FCPA due diligence, offer best practices for addressing red flags or violations discovered in due diligence, and outline approaches to remedy such situations.

1. Post-closing FCPA due diligence
   1. Factors to consider during due diligence
   2. Scoping and conducting post-closing diligence
2. FCPA investigations
3. Remedies and best practices for FCPA compliance

The panel will review these and other key issues:

• What are the key considerations for counsel conducting FCPA investigations in the context of an M&A?
• What tactics can companies employ to address FCPA risk posed by M&A targets post-acquisition?
• What steps should counsel take when red flags or FCPA violations are discovered in the diligence process or during an investigation?