Drafting Foreign Corrupt Practices Act Compliance Provisions in Cross-Border Distribution Agreements

Contracting and Due Diligence Strategies to Mitigate FCPA/Anti-Corruption Exposure in International Distribution Relationships

A live 90-minute CLE webinar with interactive Q&A

Wednesday, September 20, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017

This CLE webinar will provide guidance to business counsel for drafting Foreign Corrupt Practices Act (FCPA) compliance provisions in cross-border distribution agreements. The panel will discuss best practices for mitigating anti-corruption risk exposure in international distribution relationships, including due diligence considerations, specific FCPA compliance language to include in distribution agreements, and auditing for distributor FCPA compliance.


Mitigating the risk of FCPA noncompliance is a key concern for U.S. businesses entering distribution agreements with companies located outside the U.S. Thorough FCPA due diligence, carefully crafted FCPA compliance provisions in cross-border distribution agreements, and ongoing audits of distributor conduct can aid businesses in protecting against steep fines and potential imprisonment for culpable individuals.

During FCPA due diligence, counsel should evaluate the foreign distributor’s past and present compliance with the FCPA and local anti-bribery laws, the adequacy of its internal controls, and its payment history.

The panel will discuss issues such as the inclusion of language requiring the foreign distributor to comply with all of the FCPA’s requirements and the U.S. company’s FCPA compliance program, initiation of periodic FCPA compliance audits, and certification that the distributor is in compliance with the FCPA. Inclusion of indemnification provisions, including for costs of FCPA investigations, in distribution agreements also will be discussed.

Listen as our authoritative panel discusses proactive steps counsel should take when entering, drafting and monitoring cross-border distribution agreements to mitigate the risk of FCPA noncompliance.


  1. Conducting FCPA due diligence of foreign distributors
  2. Drafting FCPA compliance language in cross-border distribution agreements
  3. Monitoring distribution agreements for FCPA compliance


The panel will review these and other key issues:

  • Due diligence best practices and red flags when selecting a foreign distributor
  • FCPA compliance language for cross-border distribution agreements
  • Best practices for monitoring distribution relationships for ongoing FCPA compliance


Michael E. Burke, Partner
Arnall Golden Gregory, Washington, D.C.

Mr. Burke possesses vast experience with cross-border transactions in more than 50 international jurisdictions. He advises on business formation issues; structuring and execution of M&As; raising venture capital; building and operation of joint ventures and strategic alliances; creating distribution and reseller networks; licensing IP; and establishing quality and pharmacovigilance agreements. Mr. Burke also counsels clients on compliance with the FCPA, U.S. export controls and economic sanctions programs, and U.S. antiboycott regulations. He Co-Chairs the ABA-United Nations Development Programme International Legal Resource Center and is past Chair of the ABA Section of International Law.

Jay Holtmeier, Partner
Wilmer Cutler Pickering Hale and Dorr, New York

Mr. Holtmeier co-leads the firm's FCPA and Anti-Corruption Group and is a member of the Dodd-Frank Whistleblower Working Group. He represents institutions and individuals in complex government and internal investigations and matters of corporate governance and compliance with particular expertise in matters involving the FCPA. He regularly counsels clients facing difficult FCPA issues in a variety of business contexts, and he has assisted clients in numerous industries in developing and implementing FCPA compliance programs. He devotes substantial attention to advising clients on FCPA problems that arise in the context of mergers and acquisitions, joint ventures and other corporate transactions.

Jennifer S. Huber, Esq., Partner
Fluet Huber + Hoang, Woodbridge, Va.

Ms. Huber is widely-recognized as an elite international trade and business transactions attorney, and routinely counsels corporate clients in all aspects of cross-border transactions.Her practice also includes counseling in international compliance support, including ITAR, EAR, OFAC, FCPA, FOCI mitigation, and the review of transactions requiring approval by CFIUS. She has particular experience negotiating and closing complex international transactions involving numerous parties, complex regulatory requirements, corporate formation overseas, and the interplay of foreign and domestic law in emerging economies.  

Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 08/25/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?

Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?

Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?

DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?

Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $344.00

Includes Special Savings of $250.00 (through 08/25/17)

Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 08/25/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 08/25/17)


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Early Registration
Discount Deadline
August 25, 2017
(5 days)

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

I liked the concise and clear presentation of the subject matter.

Arthur Glassman

Moss & Barnett

The presentation was perfect - not too technical or legal. Keep up the good work!!

Patricia Embley

I thought the content covered in the webinar was very helpful.

Stephanie Hooks


Great program.

Jennifer Doran

Hinckley, Allen & Snyder

Strafford's program was well organized and provided a good level of depth.

Alex Schimel

Bilzin Sumberg

or call 1-800-926-7926

Business Contracts and Franchise Advisory Board

Vincent R. Martorana

Assistant General Counsel


Charles (C. J.) Schoenwetter


Bowman and Brooke

Rochelle Spandorf


Davis Wright Tremaine

Craig Tractenberg


Fox Rothschild

Les Wharton

Chief Legal Officer

Coverall North America

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.