A Tale as Old as Time: Liability for Corruption Goes Beyond Non-Compliance with Laws

Negotiating definitive agreements is all about risk allocation. A buyer could settle for a comprehensive general representation about the target and sellers’ compliance with all laws, but when it comes to compliance with anti-corruption laws, the risk is too real to ignore. When your client or the target company conducts international business, compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws is critical. Violations of anti-corruption laws can have severe consequences, and buyer’s counsel should insist on specific reps and warranties with limited qualifiers. Use this new annotated anti-corruption reps and warranties clause to protect your client.

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