Introduction

For companies headquartered outside the United States but operating in or touching U.S. markets, the Foreign Corrupt Practices Act (FCPA) has long defined the standard for anti-corruption risk. The 180-day pause announced by executive order in February 2025[1] prompted questions about enforcement continuity and priorities. On June 9, 2025, the Department of Justice (DOJ) issued updated enforcement guidelines clarifying that, while the statute remains unchanged, prosecutorial focus is evolving.[2] 

The signal for foreign companies is clear: enforcement continues with a premium on serious corruption that harms U.S. interests and national security, and with expectations that companies maintain robust, risk-based compliance programs. In this environment, foreign companies with U.S. exposure should proactively reassess risk, strengthen compliance controls, and ensure they are prepared to prevent, detect, and resolve misconduct.

The New DOJ Guidelines

In the June 9, 2025, memorandum, Deputy Attorney General Todd Blanche emphasized recalibrated FCPA enforcement priorities. Effective immediately, new FCPA investigations or enforcement actions require authorization by the assistant attorney general for the Criminal Division (or a more senior department official), and prosecutors must be efficient and focus on cases involving identifiable individuals, considering the collateral consequences to lawful business throughout the investigation. The DOJ will prioritize cases involving serious individual misconduct causing demonstrable economic harm to specific and identifiable U.S. companies and cases tied to threats to U.S. interests and national security.

Under the updated guidance, prosecutors are instructed to weigh several factors, including:

• Transnational criminal organizations and cartels: Whether alleged bribery facilitates the operations of cartels or transnational criminal organizations (TCOs), uses their money-laundering networks or shell companies, or involves officials who have received bribes from those groups.
• Fair opportunities for U.S. companies: Whether the misconduct deprived specific, identifiable U.S. entities of the opportunity to compete fairly or caused economic injury to identifiable U.S. companies or individuals.
• Advancing U.S. national security: Whether bribery impacts key sectors or assets, like critical minerals, deep-water ports, or other critical infrastructure, where corruption threatens U.S. interests.
• Misconduct with corrupt intent: This includes substantial bribe payments, sophisticated concealment (e.g., sham contracts, falsified records), fraud, and obstruction of justice.
• De-prioritization of routine courtesies: Reduced focus on de minimis, low-dollar courtesies consistent with ordinary business practices.
• Foreign enforcement landscape: Whether foreign authorities are willing and able to investigate and prosecute the same misconduct.

The law itself has not changed. Instead, enforcement is now focused on areas where the corruption risk is high and where misconduct can distort markets or disadvantage compliant U.S. competitors.

Implications for Foreign Companies

The practical implications for foreign companies are significant. The DOJ’s priorities capture conduct that creates unfair competitive advantages against U.S. companies, whether through improper payments to secure state-linked contracts, to access non-public bid information, or to evade taxes and penalties. However, prosecutors must weigh collateral consequences, such as reputational harm, throughout investigations. Under this enforcement regime, foreign companies operating in the U.S. should prepare for continued DOJ scrutiny in matters implicating U.S. economic and national security interests.

Why Compliance Still Matters

Even as DOJ signals a focus on consequential wrongdoing, the core expectations for corporate compliance remain steady. Companies must tailor compliance programs to their own risk profile, address high-risk touchpoints, and ensure accurate books and records with effective internal accounting controls. Documentation, training and effective responses to reports of misconduct are essential. Where issues arise, timely self-disclosure, cooperation, and remediation will influence outcomes, including charging decisions and penalty reductions. For foreign companies, demonstrable good faith, credible monitoring, and prompt corrective action, can shield and mitigate.

Real-World Patterns: Recent FCPA Matters

Recent matters illustrate the contours of risk and the DOJ’s priorities:

• In Sept. 2018, Petrobras entered into agreements with U.S. and Brazilian authorities totaling approximately $853.2 million for FCPA violations. Petrobras admitted to making bribe payments to Brazilian politicians and political parties, with executives and board members involved, and to manipulating books and records to conceal the payments. The matter demonstrates the scope of liability when misconduct occurs at the senior level and is reflected in false accounting entries.
• In Sept. 2021, WPP, the world’s largest advertising company listed on the NYSE, entered a resolution with the SEC for FCPA books-and-records and internal controls charges for more than $19 million. The SEC found that WPP’s Brazilian subsidiary made improper payments to vendors under circumstances with a high probability of funds reaching government officials responsible for awarding contracts, while falsifying books and records to disguise the true nature of payments. The case highlights third-party vendor risk and the danger of weak local controls.
• In July 2025, U.S. and Ecuadorian businessmen Esteban Eduardo Merlo Hidalgo, Christian Patricio Pintado Garcia, and Luis Lenin Maldonado Matute were indicted for allegedly paying bribes to officials of Ecuador’s state-owned insurers Seguros Sucre S.A. and Seguros Rocafuerte S.A. to obtain and retain business. The payments moved through an intermediary entity that shared in “brokerage commissions,” with funds laundered across multiple bank accounts. The use of commission structures and intermediary brokers remains risky when dealing with state-owned enterprises and public procurement.
• On Aug. 11, 2025, an unsealed indictment in the Southern District of Texas charged two Mexican businessmen, Ramon Alexandro Rovirosa Martizez and Mario Alberto Avila Lizarraga, with conspiring to pay more than $150,000 in bribes to officials at Mexico’s state-owned entities, PEMEX and PEP, to obtain and retain business for companies associated with Rovirosa. This case underscores the risk of payments to state-owned enterprise officials and the U.S. nexus that can arise from cross-border payments and commerce.
• On Sept. 15, 2025, U.S. businessman Carl Alan Zaglin was convicted for participating in a scheme to bribe Honduran officials to secure business for a Georgia-based manufacturer of law enforcement uniforms and accessories. The scheme relied on a third-party intermediary, coded communications, and laundering bribe payments through bank accounts outside the United States. This fact pattern reinforces classic red flags: intermediary-channeled payments, coded communication, and complex flows of funds designed to obscure illicit transfers.

Collectively, these matters reflect recurring themes: third-party risks, the importance of accurate books and records, and increasingly sophisticated concealment tactics. They also demonstrate that U.S. enforcement can and will reach conduct involving foreign state-owned enterprises, non-U.S. actors, and financial transactions routed through U.S. markets.

Practical Recommendations to Reduce Risk

Against this backdrop, foreign companies with U.S. touchpoints should take the following precautions:

Reassess your risk exposure with specificity. 

Map where your business intersects with government officials, state-owned enterprises, political parties, political candidates, and government bodies. Pay particular attention to sectors and deals implicating national infrastructure, defense-adjacent supply chains, and large public contracts. Be sure to identify any touchpoints that could encounter TCOs and illicit groups, including money-laundering networks.

Update your compliance program to align with your current business structure

Policies covering anti-bribery and corruption, gifts and entertainment, donations and sponsorships, facilitation payments, conflicts of interest, and whistleblowing should be current, accessible, and implemented consistently across jurisdictions. The program must include strong internal accounting controls to prevent and detect misclassification of payments, sham vendor arrangements, or other misuse of funds.

Train executives, sales teams, and in-country personnel with scenario-based materials that reflect local realities

These materials should cover high-risk practices like the use of intermediaries, agents, consultants, and brokers. Emphasize pre-approval requirements for anything of value provided to government officials and ensure clear documentation of legitimate promotional expenditures.

Strengthen third-party risk management

Conduct risk-based due diligence for agents, distributors, lobbyists, and brokers. Require contract terms mandating compliance, audit rights, and transparent compensation, and monitor performance and payment flows for anomalies. Pay particular attention to high-risk expense categories like commissions, consulting fees, and travel and entertainment.

Maintain thorough recordkeeping

Ensure that books and records accurately reflect transactions and that internal controls flag unusual payments. Regular testing and internal audits should target accounts historically associated with improper payments. Preserve any data when concerns arise to avoid any inference or obstruction.

Create a reporting pathway 

Establish clear escalation channels, investigate promptly when red flags arise, and identify the cause of any issues. Where necessary, consider self-disclosure and cooperate with law enforcement to mitigate potential penalties. 

Conclusion

The FCPA pause did not halt enforcement, but it did reframe priorities. Today’s enforcement environment concentrates on consequential corruption tied to government procurement, state-operated enterprises, TCOs and conduct that distorts competition and harms U.S. interests and national security. 

For foreign companies hoping to avoid FCPA violations, the path is clear: maintain a strong, risk-based compliance program, document and enforce controls, manage third-party risks diligently, calibrate policies to the DOJ’s priorities, and respond to issues as soon as they arise. Companies that proactively adapt will be best positioned to thrive under the DOJ's new approach to FCPA enforcement.