The U.S. Department of Justice just issued its most recent Foreign Corrupt Practices Act opinion release, only the second in 2014. The requestor, a publicly traded U.S. consumer products company, sought an opinion as to whether the DOJ would take enforcement action against the requestor based on the pre-acquisition conduct of its acquisition target. In the brief opinion release, the department concludes that the acquisition of a company does not create FCPA liability where none existed before. In other words, if conduct was beyond the jurisdictional reach of the FCPA before acquisition, later acquisition by a U.S. company does not retroactively create jurisdiction that covers the past conduct.

This conclusion is both unsurprising and entirely consistent with "A Resource Guide to the U.S. Foreign Corrupt Practices Act," released in November 2012. But perhaps more interesting than what the DOJ does say in Opinion Release 14-02 is what the DOJ does not mention: Opinion Release 08-02 (often referred to as the “Halliburton opinion”).

Originally published in Law360 on November 24, 2014.