Foreign Corrupt Practices Act Compliance Representation and Warranty

Summary

This template representation and warranty may be used in an underwriting agreement to state that neither the company nor any of its subsidiaries, directors, officers, and other employees have taken any actions in violation of the Foreign Corrupt Practice Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.) (FCPA). This template FCPA representation and warranty incorporates the standard representations of the issuer and can be customized to the particular facts and circumstances of the company and the underwriting agreement. This template includes practical guidance and drafting notes. The FCPA prohibits covered persons from bribing foreign government officials to obtain or retain business. The FCPA's anti-bribery provisions apply to three categories of companies: (1) issuers (i.e., any company that lists a class of securities on a U.S. national exchange or is required to file periodic reports with the Securities and Exchange Commission (SEC)), (2) domestic concerns (i.e., any company ...