Clifford Chance

Why, whether, and when the FCPA matters in capital market transactions: The Asian perspective

13 March 2014

Investment banks are increasingly concerned about corruption liability arising from issuers for which they structure and execute capital markets transactions. Underwriters in Asian transactions demand, as a precondition to a securities offering, that issuers certify their compliance with the US Foreign Corrupt Practices Act (FCPA). This is the case whether or not the transaction is registered with the US Securities and Exchange Commission (SEC) or if the underwriter acts as the initial purchaser in an exempt transaction. Their concern arises even if the Asian issuer is not subject to the FCPA's jurisdiction. This article explains why, despite the above, the FCPA matters in these transaction.

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