DOJ Provides Guidance on Successor Liability in M&A Transactions

The DOJ clarified its position on FCPA compliance and successor liability in M&A transactions in a speech by Matthew S. Miner on July 25, 2018. The DOJ emphasized the importance of the voluntary disclosure of misconduct by successor companies and explained how firms may earn cooperation credit in FCPA investigations through disclosure, due diligence, and the implementation of an effective compliance program. The DOJ stated that its goal was to “incentivize companies to invest in effective compliance programs and robust control systems to prevent misconduct” and to report discovered violations. The DOJ’s statement suggests that acquiring companies may avoid prosecution by complying with disclosure policies and by seeking guidance from the DOJ.