DOJ Suggests FCPA Successor Liability For Stock Purchases

Law360, New York (November 17, 2014, 12:23 PM EST) -- On Nov. 7, 2014, the U.S. Department of Justice completed its second Foreign Corrupt Practices Act opinion procedure release (OPR) of the year. OPR 14-02 reemphasizes the DOJ's position on successor liability, as expressed in the government's 2012 Resource Guide to the U.S. Foreign Corrupt Practices Act (the "resource guide"): acquiring companies cannot be held liable for the pre-acquisition conduct of foreign targets if the United States did not have jurisdiction over that conduct. In doing so, however, OPR 14-02 appears to assert that there can be FCPA successor liability even in stock purchases — a position that may surprise some transactional attorneys....

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