One of my favorite words in the context of FCPA enforcement is dis-link. It a useful adjective in explaining how certain conduct by a company must be separated from the winning of business and more broadly it works on many different levels when discussing the FCPA. This concept of dis-linking was most prominently laid out in Opinion Release 14-02. It provided one of the most concrete statements from the DOJ on the unidimensional nature of compliance in the M&A context; both in the pre-acquisition and post-acquisition See more +
One of my favorite words in the context of FCPA enforcement is dis-link. It a useful adjective in explaining how certain conduct by a company must be separated from the winning of business and more broadly it works on many different levels when discussing the FCPA. This concept of dis-linking was most prominently laid out in Opinion Release 14-02. It provided one of the most concrete statements from the DOJ on the unidimensional nature of compliance in the M&A context; both in the pre-acquisition and post-acquisition phases.
Three key takeaways:
1. In the M&A context, the key is to dis-link any illegal conduct going forward.
2. Opinion Release 14-02 provides the clearest roadmap for pre- and post-acquisition compliance actions in the M&A context.
3. Never forget the Opinion Release procedure. It has been used successfully in two important M&A matters (08-02 and 14-02). See less -