I have written about mergers and acquisitions (M&A) in the context of the requirements of the Foreign Corrupt Practices Act (FCPA). However I usually write about the acquiring company and its obligations under the FCPA. I recently have worked with some companies which are in the acquired position so I thought it might be a propitious to give some thought to what such companies may need to do if they find themselves in a friendly takeover or other merger situation.

In a recent article in the Houston Business Journal, entitled, “Dodd-Frank brings expansion opportunities and obstacles” attorney Annette Tripp, a Houston-based partner in the law firm of Sutherland Asbill & Brennan LLP discussed more generally the drivers for a wave of bank mergers that she believes the Dodd-Frank legislation will spawn. In her article she lists five common tasks for both buyers and sellers of businesses to prepare for an acquisition or sale. We will use her article as a starting point for some general guidelines that the seller of a business should keep in mind regarding its role regarding FCPA issues in any such sale.