Identifying Foreign Officials Under the FCPA: Interpreting Varying DOJ/SEC and Court Guidance

Sharpening Compliance Through Understanding Who Is and Who Is Not a Foreign Official

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

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Conducted on Tuesday, August 20, 2013

Recorded event now available

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Course Materials

This CLE course will discuss how the U.S. Department of Justice, Securities and Exchange Commission, and the courts have defined the meaning of "foreign official" under the FCPA. The panel will offer best practices for identifying who is and is not a foreign official to better ensure effective FCPA compliance programs.


Companies doing business outside the U.S. know that bribery of foreign officials, whether intentional or merely giving a gift to a foreign official in the spirit of the country's culture, could be interpreted as bribery. Employees and executives often find it difficult to recognize who is a foreign official.

Some countries, including China, present a bigger challenge because employees of government-owned enterprises can be considered foreign officials. As a result, a business that may seem to be a private, non-governmental organization can still fall under the FCPA.

Using recent court decisions and DOJ and SEC guidance, counsel must guide companies in developing effective programs for employees to understand who is and who is not a foreign official. Companies must also conduct due diligence and establish training programs for employees on how to identify foreign officials.

Listen as our authoritative panel reviews how the DOJ and SEC and court decisions have interpreted the term "foreign official." The panel will analyze the application of the term “instrumentality” and how "foreign official” can mean different things in different countries. The panel will also offer best practices to improve compliance with the FCPA in this murky area.



  1. Definition of foreign officials and DOJ/SEC interpretation
  2. Application of “instrumentality”
  3. “Foreign officials”—different in different countries
  4. Best practices


The panel will review these and other key questions:

  • How have the DOJ and SEC interpreted "foreign official" under the FCPA?
  • How does the lack of guidance regarding the term "instrumentality" impact the ability to identify foreign officials?
  • What practices can counsel develop for companies to ensure employees are better able to recognize foreign officials?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


James G. Tillen
James G. Tillen

Miller & Chevalier

Mr. Tillen has significant experience with every facet of an FCPA enforcement matter, including developing work...  |  Read More

Matteson Ellis
Matteson Ellis

Special Counsel
Miller & Chevalier

Mr. Ellis has extensive experience in all areas of international anti-corruption compliance and enforcement. With a...  |  Read More

Mark Gough
Mark Gough
Deputy Head for Compliance Investigations

He provides high level technical and managerial support to the global responsibilities assigned to Compliance...  |  Read More

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