On June 9, 2025, the U.S. Department of Justice (DOJ) unveiled new guidelines for enforcing the Foreign Corrupt Practices Act (FCPA), marking a pivotal shift in how corruption cases are pursued.
The guidelines seek to align with the executive order pausing FCPA enforcement and the Bondi memorandum, taking a more corporate-friendly approach and refocusing on cases that impact U.S. interests or victimizes Americans and American companies. Head of the Criminal Division, Matthew Galleoti, summarized the DOJ's priorities at ACI's Anti-Corruption, Compliance and Ethics conference, noting that the DOJ will pursue FCPA cases where "the alleged misconduct deprived specific and identifiable U.S. entities of fair access to compete; involves key infrastructure or assets; bears strong indicia of corrupt intent tied to particular individuals and serious misconduct; or is associated with the criminal operations of a Cartel or Transnational Criminal Organization."
The DOJ's updated approach emphasizes a more targeted and strategic use of enforcement resources. Specifically, the guidelines now focus FCPA enforcement on: (1) as previously stated in the Bondi memorandum, Transnational Criminal Organizations and cartels, and those who assist such organizations to launder their money; (2) both demand- and supply-side bribery that affects U.S. entities' ability to compete and economic injury to American companies and individuals, regardless of whether the perpetrator is a U.S. or foreign entity or individual; and (3) misconduct that touches on U.S. defense, intelligence, or critical infrastructure, which ties in with the Trump administration's foreign policy objectives. A specific example that Galeotti cited is misconduct involving rare earth minerals.
Matters that do not meet these criteria will be left to foreign authorities to pursue, a deference that ties in with recent announcements from various European regulatory agencies regarding continued and potentially increased focus on anticorruption enforcement. Galeotti also expressed that the DOJ will continue to cooperate with and assist foreign and domestic authorities, including referring matters that fall outside the DOJ's new FCPA purview. Indeed, the memorandum requires prosecutors to consider whether a foreign counterpart would be better suited to bring a case.
Underlying these priorities is the DOJ's shift to the most serious misconduct rather than routine business actions, which the memorandum describes as involving substantial bribe payments, sophisticated concealment efforts, fraudulent conduct in furtherance of the bribery scheme, and obstruction. This notion, however, is not a departure from previous FCPA enforcement and DOJ principles, generally. The differences appear to be in the DOJ ensuring that prosecutors consider potential disruption to a business that arises from an investigation and potential resolution when deciding whether to pursue a case and focusing on identifying complicit individuals without automatically subscribing their misconduct to companies.
Galeotti noted in his remarks that the DOJ has already closed certain FCPA matters and continued others based on the memorandum's criteria. The memorandum further notes that the DOJ's review of current FCPA investigations and enforcement actions is ongoing and that it retains discretion to continue, modify, or terminate the actions. According to recent media reports, the DOJ has closed nearly half of its foreign-bribery matters since February in light of the administration's shift away from FCPA enforcement. Most notably, this past April the DOJ and the U.S. Attorney's Office in New Jersey moved to dismiss FCPA bribery charges against two former executives of Cognizant on the eve of trial because "further prosecution is not in the interests of the United States." In addition, one month earlier, the DOJ ended a global mining and energy company's monitorship early. The monitorship arose from the mining and energy company's guilty pleas involving bribes to government officials in various African and Latin American countries. Conversely, some foreign-bribery prosecutions still appear to vindicate U.S. interests and meet the DOJ's more stringent FCPA criteria. For example, the DOJ is moving forward against a coal company's Vice President who allegedly bribed Egyptian government officials to secure coal contracts. A key to this continuing prosecution may be that the coal company is based in the U.S. while the energy and mining company is based in Europe.
Galeotti also intertwined the memorandum's priorities with the DOJ's intended white collar enforcement generally and revisions to the Voluntary Self-Disclosure Policy, the Corporate Whistleblower Rewards Pilot Program, and monitorship considerations. His comments emphasized that the DOJ expects companies to voluntarily disclose misconduct, cooperate, and remediate to be eligible for declinations or leniency. As an example of the DOJ's more business-friendly stance, Galeotti noted the change in the DOJ's narrowed definition of aggravating factors. Previously, aggravating factors comprised executive management involvement, significant profits, egregiousness and pervasiveness, or criminal recidivism. Presently, aggravating factors include the nature and seriousness of the offense, egregiousness or pervasiveness of the misconduct, severity of harm caused, or criminal adjudication or resolution in the previous five years involving similar conduct to the case at issue. He also noted that monitorships have continued where needed but, in an effort to minimize company waste and financial resources, the DOJ will rely on a company's ability to improve compliance on its own through self-reporting and compliance certifications.
Notably, Galeotti's role has become more important. Whereas in prior years the head of the Criminal Division typically only weighed in on high profile FCPA matters, under the new guidelines it appears Galeotti will play an active and decisive role in whether and how FCPA investigations, prosecutions, and resolutions proceed. During a fireside chat at the conference, he harkened back to his history as defense counsel, prosecutor, and judicial clerk in how he views white collar enforcement. He emphasized that the DOJ will continue to seek out and hold accountable the abuse and victimization of the American people, businesses, and economy. Departing from his predecessors, however, Galeotti has specifically directed prosecutors to take into consideration the impacts on companies, to use their discretion to achieve less severe and more lenient resolutions, and to bring cases much more quickly.
Galeotti ended his speech by noting an increase in voluntary self-disclosures and whistleblower reports. Based on today's guidelines, we expect both to continue increasing. In fact, apposite to the DOJ's intention to protect U.S. competitiveness and economic interests, the FCPA guidelines may incentivize companies or their representatives to submit speculative or imperfect reports about their competitors to limit those companies' ability to operate and obtain new business. It remains to be seen if these reports bear out in enforcement, particularly with the DOJ's limited resources.
The throughlines between previous and future FCPA enforcement, however, are the concepts of cooperation and remediation. Both require companies to maintain effective corporate compliance programs. Yet companies may incorporate into compliance programs—particularly the investigative function—risk identification and disclosure consideration that aligns more with the DOJ's FCPA priorities. As Galeotti expressed, "business and compliance leaders, and the counsel who advise them, have a critical role to play. You can do the right thing, report potential crimes, root out misconduct, cooperate with the Department, and help the company remediate."
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