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

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, January 23, 2019

Recorded event now available

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Program Materials

This CLE webinar will guide business counsel for drafting Foreign Corrupt Practices Act (FCPA) compliance provisions in cross-border distribution agreements. The panel will discuss best practices and tips 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.

Description

Mitigating the risk of FCPA noncompliance is a primary concern for U.S. businesses entering distribution agreements with companies abroad. Informed FCPA due diligence, carefully crafted FCPA compliance provisions in cross-border distribution agreements, and ongoing audits of distributor conduct can aid businesses in averting steep fines and potential criminal liability.

During FCPA due diligence, counsel should carefully assess 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, among other key factors.

The panel will discuss issues such as including language requiring the foreign distributor to comply with the FCPA's requirements and the U.S. company's FCPA compliance program, initiation of periodic FCPA compliance audits, and formal certification that the distributor complies with the FCPA. We will also discuss drafting indemnification provisions, including for costs of FCPA investigations.

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

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Outline

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

Benefits

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

Faculty

Berman, David
David A. Berman

Counsel
Wilmer Cutler Pickering Hale and Dorr

Mr. Berman has extensive experience in complex securities litigation, internal investigations and regulatory...  |  Read More

Burke, Michael
Michael E. Burke

Partner
Arnall Golden Gregory

Mr. Burke possesses vast experience with cross-border transactions in more than 50 international jurisdictions. He...  |  Read More

Munitz, Adam
Adam Munitz

Partner
Fluet Huber + Hoang

Mr. Munitz represents, advises, and counsels companies and individuals in a wide variety of matters including foreign...  |  Read More

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