The document discusses liability under the Foreign Corrupt Practices Act (FCPA) for parties involved in a joint venture. It states that all parties in a joint venture can be liable under the anti-bribery provisions of the FCPA, regardless of ownership percentage. The majority interest is liable for compliance with the accounting provisions, but the minority interest can avoid liability if they implement adequate controls. It recommends conducting thorough due diligence on any potential joint venture partners, including any government influence, and drafting an agreement with strict compliance provisions like a prohibition on bribery and requirements for annual certifications and audits.

1. Foreign Corrupt Practices Act
related to Joint Ventures
Tyler Meyer
Katie Meyer
Kim Thelwell
Annie Smith-Bova
Amanda Henry

2. Who is Liable?
 All parties involved in a joint venture are liable
under FCPA
 Anti-Bribery
 Same for majority and minority interests
 Depends on knowledge of actions, not
percentage ownership
 Accounting Provisions
 Majority interest is liable for books and records
 Minority interest may avoid liability if they
implement controls designed to insure
compliance with the accounting provisions

3. Due Diligence
 “All necessary precautions”
 Well documented
 If not possible prior, then agreement needs to
state that due diligence will be conducted
immediately after JV formed
 To verify & determine:
 Direct/Indirect Government Influence or Ownership
 Reputation

4. Joint Venture Agreement
Provisions
Annual
Prohibited
Certificati
Payments
on
Approval
of Sub- Audit
contractor Rights
s

5. Action Steps
 Understand Liabilities
 Pick the Right Partner
 Conduct Exhaustive Due Diligence
 Produce Ironclad JV Agreement
 Implement Compliance Program
 Have an Exit Strategy

6. Sources
 http://law2.fordham.edu/publications/articles/600flspub8971.pdf
 http://www.acc.com/chapters/charlotte/upload/october-6-2010-
international-joint-ventures.pdf
 http://www.fcpablog.com/blog/2007/9/5/the-requestors-french-
dilemma.html
 http://www.fcpablog.com/blog/2008/10/22/business-down-
compliance-risks-up.html
 http://www.fcpablog.com/blog/2008/10/27/use-it-or-lose-it.html
 http://www.fcpablog.com/blog/2008/11/10/fearing-third-
parties.html
 http://www.insidecounsel.com/2012/04/25/regulatory-7-points-
to-consider-in-regard-to-fcpa
 http://www.justice.gov/criminal/fraud/fcpa/guide.pdf
 http://www.justice.gov/criminal/fraud/fcpa/opinion/2001/0101.pd
f
 http://www.justice.gov/opa/pr/2011/April/11-crm-431.html
 http://www.sec.gov/spotlight/fcpa.shtml