Foreign Bribery Laws: FCPA, UK Bribery Act, and OECD Convention

Foreign bribery laws criminalize the offering, promising, or giving of money or anything of value to a public official of another country to win business or secure an improper advantage. The core statutes are the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and Australia’s Criminal Code, all backed by two international treaties — the OECD Anti-Bribery Convention and the UN Convention against Corruption — that require member states to criminalize the conduct at home. What has changed recently is enforcement. A February 2025 executive order paused U.S. FCPA enforcement for the first time in the statute’s history, and the guidelines that ended the pause in June 2025 narrowed the cases the Department of Justice will bring. UK and Australian authorities have not followed suit, and companies with any international footprint remain exposed under multiple regimes at once.

What Counts as Foreign Bribery

The OECD Convention supplies the working international definition. Foreign bribery is the intentional act of offering, promising, or giving “any undue pecuniary or other advantage, whether directly or through intermediaries, to a foreign public official” so that the official acts or refrains from acting in an official capacity, “in order to obtain or retain business or other improper advantage in the conduct of international business.”¹

A few features of that definition carry through every major national statute. The recipient must be a foreign public official, which is read broadly to include legislators, executive officers, judges, employees of state-owned enterprises, and officials of public international organizations. The payment does not need to reach the official; offering, promising, or authorizing is enough. And whether the payer was the best-qualified bidder, or whether local practice tolerated the payment, does not matter. The OECD framework focuses on the “supply side” — the person or company paying — while a newer U.S. law, discussed below, reaches the “demand side” official who solicits the bribe.

The U.S. Foreign Corrupt Practices Act

The FCPA is the oldest and, historically, the most aggressively enforced national law against foreign bribery. It has two working parts: anti-bribery provisions and accounting provisions.

The Anti-Bribery Provisions

The FCPA prohibits the willful use of the mails or any means of interstate commerce to corruptly offer, pay, promise, or authorize payment of money or anything of value to a foreign official for the purpose of influencing that official, inducing an act in violation of the official’s lawful duty, or securing an improper advantage to obtain or retain business.² “Foreign official” extends to foreign political parties and candidates for foreign political office.³

The law reaches U.S. persons and companies, along with their officers, directors, employees, and agents. Amendments in 1998 extended it further to foreign firms and individuals who cause any act in furtherance of a corrupt payment to take place within U.S. territory.² The knowledge standard is deliberately broad: “knowing” that money will reach a foreign official covers conscious disregard and willful blindness.³

The Accounting Provisions

Companies with securities listed in the United States must keep books and records that accurately reflect their transactions and must maintain adequate internal accounting controls.² These rules exist to catch the slush funds, off-books accounts, and false invoices that historically concealed corrupt payments.

Penalties

Criminal penalties under the anti-bribery provisions reach up to $2 million per violation for corporations and up to five years in prison plus $250,000 per violation for individuals. The accounting provisions go higher: up to $25 million per violation for corporations, and up to 20 years in prison and $5 million per violation for individuals. Under the alternative fines provision, either an entity or an individual can be fined up to twice the gross gain or loss from the violation.⁴ Civil penalties for anti-bribery violations can reach $26,262 per violation; civil penalties for accounting violations range from roughly $11,800 to over $1.18 million depending on the violator and offense.

The Foreign Extortion Prevention Act

Signed into law in December 2023 as part of the fiscal year 2024 National Defense Authorization Act, the Foreign Extortion Prevention Act (FEPA) closes a gap the FCPA left open for decades by targeting the demand side.⁵ Under FEPA, a foreign official commits a federal crime by corruptly demanding, seeking, receiving, or accepting anything of value in exchange for taking action connected to obtaining or retaining business, when the demand is directed at a U.S. issuer, U.S. domestic concern, or any person within U.S. territory.⁶ Penalties reach 15 years in prison and fines of up to $250,000 or three times the value of the bribe. Practical enforcement is expected to be difficult because foreign officials sit outside U.S. territory and often carry diplomatic immunity, and as of mid-2026 no publicly reported FEPA prosecution has been completed.

The UK Bribery Act

The UK Bribery Act 2010, which took effect on July 1, 2011, is widely regarded as one of the strictest anti-bribery laws in force anywhere. Section 6 specifically criminalizes the bribery of foreign public officials and applies to anyone with a “close connection” to the UK — British citizens, ordinary residents, and UK-incorporated bodies — regardless of where the bribery occurs.⁷

What sets the Act apart is Section 7, the “failure to prevent” offense. A commercial organization is guilty when a person associated with it — an employee, agent, or subsidiary — bribes anyone to obtain or retain business for the organization, unless the organization can prove it had “adequate procedures” in place to prevent the conduct.⁷ The provision reaches any organization carrying on business or part of a business in the UK, even if it is incorporated elsewhere and the bribery occurred entirely abroad. A multinational with a London office can therefore be prosecuted under UK law for a subsidiary’s conduct on another continent. The adequate-procedures defense turns on six principles drawn from official guidance: proportionate procedures, top-level commitment, risk assessment, due diligence, communication and training, and monitoring and review.

Individuals face up to 10 years’ imprisonment; corporate fines are unlimited.⁴ The UK Serious Fraud Office treats facilitation payments as bribes; there is no carve-out.

Australia’s Foreign Bribery Regime

Australia criminalizes foreign bribery under Section 70.2 of the Criminal Code Act 1995. A person commits the offense by intentionally providing, offering, or promising a benefit to another person with the intention of improperly influencing a foreign public official to obtain or retain business or a business or personal advantage.⁸ The law applies extraterritorially to Australian citizens, residents, and corporations.

In 2024, the Crimes Legislation Amendment (Combatting Foreign Bribery) Act made significant changes. It created a corporate “failure to prevent” offense on the UK model, expanded bribery offenses to reach non-business personal advantages, replaced the previous “not legitimately due” standard with “improperly influencing,” and removed the requirement that prosecutors prove the accused had a specific advantage in mind.⁹ The failure-to-prevent offense took effect in September 2024 and allows a corporation to be convicted even where the individual associate who carried out the bribery is not.¹⁰

Individuals face up to 10 years’ imprisonment or fines of up to 10,000 penalty units (each unit set at $330 as of November 2024). Corporate fines can reach 100,000 penalty units, three times the value of the benefit gained, or 10% of annual turnover, whichever is greatest.¹⁰ Since October 2025, the Australian Federal Police has run foreign bribery investigations through a dedicated Taskforce Solaris.

The International Treaties

The OECD Anti-Bribery Convention

The OECD Convention entered into force in 1999 and remains the leading international instrument on the subject. Its 46 parties — the 38 OECD members plus eight others, including Argentina, Brazil, and South Africa — account for over two-thirds of world exports and nearly 90% of total foreign direct investment outflows.¹¹ Each party must criminalize the bribery of foreign public officials under domestic law and must detect, investigate, prosecute, and sanction the offense. Compliance is monitored through a peer-review process by the OECD Working Group on Bribery, and reports are adopted on a “consensus minus one” basis so the country under review cannot block findings.¹² Since the Convention took effect, more than 500 entities have been sanctioned in enforcement actions across member countries.

The UN Convention Against Corruption

UNCAC, adopted in 2003 and in force since December 2005, is the broadest global anti-corruption treaty, with 192 state parties as of April 2026.¹³ Article 16 requires state parties to criminalize both active and passive bribery of foreign public officials.¹⁴ UNCAC also addresses asset recovery, anti-money laundering, and whistleblower protections. Its reach exceeds the OECD Convention because it covers non-OECD states such as China and India, but its monitoring mechanisms are generally regarded as weaker. India, for example, ratified UNCAC in 2011 but has never enacted domestic legislation criminalizing the bribery of foreign public officials; between 2016 and 2019, India initiated zero foreign bribery cases because no domestic law existed to charge them under.¹⁵

Facilitation Payments: Where Jurisdictions Diverge

Small payments to low-level officials to speed routine administrative tasks — processing a visa, issuing a permit, clearing goods through customs — are sometimes called “grease payments,” and jurisdictions treat them differently.

The FCPA retains an explicit exception for facilitation payments if they are solely intended to accelerate routine government action rather than influence a discretionary decision. The UK Bribery Act draws no such distinction; any such payment is a bribe. Canada abolished its facilitation payment defense in 2017. France and Japan have also prohibited the practice.¹⁶ Australia still maintains a statutory defense for facilitation payments under its Criminal Code, though the government recommends against making them and the defense has never been tested in court.¹⁷

The trend is toward criminalization. The OECD, which originally permitted facilitation payments as an exception, has since 2009 recommended that member states work toward their total elimination. By one OECD assessment, 25 out of 33 evaluated countries had abolished exemptions.¹⁸ Company codes of conduct have moved even faster. Among Australia’s ASX100 companies, those with internal restrictions on facilitation payments rose from 24% in 2006 to 65% in 2015.¹⁶

What Changed in 2025

On February 10, 2025, President Trump issued an executive order titled “Pausing Foreign Corrupt Practices Act Enforcement to Further American Economic and National Security.” It was the first suspension of FCPA enforcement since the statute’s enactment in 1977.¹⁹

The order characterized FCPA enforcement as having been “stretched beyond proper bounds,” arguing that “overexpansive and unpredictable” enforcement created “an uneven playing field” for U.S. companies and threatened national security by preventing American firms from securing “strategic business advantages” in global markets.¹⁹ For 180 days, the Attorney General was directed to cease initiating new FCPA investigations or enforcement actions, review all existing matters, and develop updated guidelines prioritizing American economic competitiveness. The order also authorized the Attorney General to evaluate whether “remedial measures” were warranted for past enforcement actions and provided a pathway for previously targeted entities to seek reconsideration of prior resolutions.

The June 2025 Guidelines

On June 9, 2025, Deputy Attorney General Todd Blanche issued the memorandum “Guidelines for Investigations and Enforcement of the FCPA,” which formally ended the pause and reset the criteria for future cases.²⁰ Prosecutors are instructed to prioritize “substantial misconduct” that harms U.S. economic and national security interests. The stated priorities are:

Cases with a nexus to transnational criminal organizations, money launderers, or officials who received bribes from such groups.
Bribery that deprived specific, identifiable American companies of fair competition.
Conduct involving officials who control critical infrastructure, minerals, or other assets tied to U.S. defense interests.
Substantial payments, sophisticated concealment, and money laundering, as opposed to routine business practices or low-dollar facilitation payments.

All new FCPA investigations now require authorization from the Assistant Attorney General for the Criminal Division or a more senior DOJ official. Corporate prosecutions based solely on “collective knowledge” theories are discouraged, and enforcement has been redirected toward individual accountability. During the pause, the DOJ reportedly closed nearly half of its pending FCPA investigations, and the FCPA Unit’s prosecutor headcount fell from 32 to 22.²⁰

SEC Enforcement

The executive order did not touch the Securities and Exchange Commission’s independent authority to pursue civil enforcement under the FCPA’s accounting provisions.²¹ In practice, the SEC quietly disbanded its dedicated FCPA Unit after the departures of its chief and deputy chief, reassigning remaining cases to general Enforcement Division staff. The SEC brought no FCPA actions in 2025, and its overall workforce fell roughly 15% from the prior administration.²²

State-Level Response

California moved to fill part of the vacuum. On April 2, 2025, California Attorney General Rob Bonta issued a legal advisory reminding businesses that bribing foreign officials remains actionable under California’s Unfair Competition Law, which prohibits “unlawful, unfair, or fraudulent business acts and practices.”²³ The UCL allows the state to seek civil penalties, restitution, and disgorgement, and provides a private right of action for plaintiffs harmed by unfair competition. The UCL does not apply extraterritorially, but even a limited connection to the state could trigger an investigation. Analysts have flagged the possibility that New York could pursue similar theories under its General Business Law.

Federal Cases Have Not Stopped

The DOJ continued to bring FCPA cases through 2025, though at a reduced pace and within the new priorities. A Georgia businessman was convicted in September 2025 for bribing Honduran officials. The DOJ reached a deferred prosecution agreement with TIGO Guatemala involving a $60 million criminal fine and over $58 million in forfeiture. In October 2025, Smartmatic was indicted as a corporate defendant, the first corporate FCPA indictment in over a decade without an accompanying deferred or non-prosecution agreement. Three individuals were tried and convicted in 2025, and five additional individuals were criminally charged.²²

Proposed Legislation

On March 9, 2026, Senator Elizabeth Warren and 13 Democratic cosponsors introduced the FCPA Reinforcement Act (S. 4029), which would double the statute of limitations for criminal FCPA anti-bribery violations from five years to ten years, with a sunset provision eight years after enactment.²⁴ Sponsors argue the longer window is needed so a future administration can still investigate conduct occurring during the current period of reduced enforcement.²⁵ The bill was referred to the Senate Judiciary Committee, and analysts consider passage in the current Congress unlikely.

What Big Cases Look Like

A handful of resolutions defined the pre-2025 enforcement environment and remain the reference points for scale.

In December 2008, Siemens AG and three subsidiaries pleaded guilty to FCPA violations in what was then the largest foreign bribery resolution in history — over $1.6 billion in combined fines, disgorgement, and penalties paid to U.S. and German authorities.²⁶ Between 2001 and 2007, Siemens made approximately $1.36 billion in payments through various mechanisms, roughly $805 million of which were intended as corrupt payments across Asia, Africa, Europe, the Middle East, and the Americas. The SEC found that internal controls had been essentially nonexistent: payments were authorized on post-it notes that were later destroyed, off-books accounts served as slush funds, and cash was sometimes transported across borders in suitcases.²⁷

In December 2016, Brazilian construction conglomerate Odebrecht S.A. and its petrochemical affiliate Braskem S.A. pleaded guilty to FCPA conspiracy charges in a resolution reaching at least $3.5 billion in combined global penalties shared among the United States, Brazil, and Switzerland.²⁸ Odebrecht ran a standalone “Division of Structured Operations,” described by the DOJ as a dedicated bribery department, that used shell companies, off-book accounts, and a private encrypted communications network to funnel roughly $788 million in bribes to officials in 12 countries.²⁹

Airbus agreed in 2020 to pay over $3.9 billion in global penalties to resolve foreign bribery and export-control charges, coordinated among U.S., French, and UK authorities. Between 2008 and 2015, Airbus used third-party business partners to pay bribes to government officials and airline executives in China, Malaysia, Sri Lanka, Indonesia, Ghana, and other countries to secure aircraft contracts.³⁰

In 2022, Swiss commodities trader Glencore International A.G. resolved FCPA conspiracy charges with a criminal fine of approximately $428.5 million and forfeiture of roughly $272 million, part of a global settlement with U.S., UK, and Brazilian authorities totaling over $1.1 billion in the United States alone.³¹ Between 2007 and 2018, Glencore had moved over $100 million through intermediaries to bribe officials in Nigeria, Cameroon, Ivory Coast, Equatorial Guinea, Brazil, Venezuela, and the Democratic Republic of the Congo. Glencore was required to retain an independent compliance monitor for three years; the DOJ ended that monitorship early, in March 2025.

Global Enforcement Is Uneven

Strong laws on paper have not produced consistent enforcement worldwide. Transparency International’s 2022 Exporting Corruption report, which evaluated 47 leading exporters, found that only Switzerland and the United States qualified as active enforcers. Israel and the United Kingdom had recently dropped from that tier to moderate enforcement. A total of 38 countries accounting for 55% of global exports were characterized as having little or no enforcement of their foreign bribery laws.³² China and India both fell into the lowest category, India for lack of any domestic legislation. The U.S. rating there preceded the 2025 pause, and whether the United States retains an active-enforcement classification in a future assessment is now an open question.

Red Flags and Compliance Expectations

Regulators and enforcement agencies flag a familiar set of warning signs for foreign bribery risk. These include third-party agents with family or business ties to government officials, requests for cash or payments routed through jurisdictions unrelated to the transaction, unusually high commissions, vague invoices marked “services rendered,” use of shell companies in offshore jurisdictions, and government customers who insist on the use of a particular intermediary.

Compliance expectations are largely consistent across the DOJ, SEC, UK Serious Fraud Office, and Australian guidance. They include a risk assessment tailored to the company’s markets and business lines; clear governance with senior leadership and compliance officers accountable; written policies prohibiting bribery and setting rules for gifts, hospitality, and political contributions; due diligence on third-party intermediaries and acquisition targets; contractual audit rights and termination clauses; confidential reporting channels with non-retaliation protections; ongoing training; and regular monitoring and auditing of high-risk areas.

Even while narrowing enforcement priorities, the DOJ’s June 2025 guidelines explicitly require companies to maintain effective compliance programs with “robust anti-bribery and anti-corruption controls.”²⁰ Compliance professionals have broadly advised against scaling back those programs. The UK Bribery Act, Australian law, and state-level theories in the United States remain fully operative, and the business risks of bribery extend well beyond criminal prosecution to reputational damage, contract debarment, and civil litigation.

1
OECD. Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
2
U.S. Department of Justice. Foreign Corrupt Practices Act
3
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4
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5
U.S. Department of Justice. Foreign Corrupt Practices Act – FEPA Section
6
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7
UK Government. Bribery Act 2010 Guidance
8
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9
Parliament of Australia. Crimes Legislation Amendment (Combatting Foreign Bribery) Act 2024
10
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11
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12
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13
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14
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15
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16
Australian Parliament. Senate Economics Committee Report on Foreign Bribery – Facilitation Payments
17
Australian Government Attorney-General’s Department. Foreign Bribery
18
ICIJ. Wealthy Nations Preserve Bribery Loophole
19
The White House. Pausing Foreign Corrupt Practices Act Enforcement to Further American Economic and National Security
20
Harvard Law School Forum on Corporate Governance. DOJ Resumes FCPA Enforcement With New Guidelines
21
Harvard Law School Forum on Corporate Governance. Takeaways From the Pause on Foreign Corrupt Practices Act Enforcement
22
Paul, Weiss, Rifkind, Wharton & Garrison. FCPA Enforcement and Anti-Corruption Developments – Year in Review
23
California Attorney General. Attorney General Bonta Alerts Businesses It Remains Illegal to Bribe Foreign Government Officials
24
U.S. Congress. S.4029 – FCPA Reinforcement Act
25
The Hill. Foreign Corrupt Practices Act Statute of Limitations Democrats
26
U.S. Department of Justice. Siemens AG and Three Subsidiaries Plead Guilty to Foreign Corrupt Practices Act Violations
27
SEC. SEC v. Siemens Aktiengesellschaft, Litigation Release No. 20829
28
U.S. Department of Justice. Odebrecht and Braskem Plead Guilty and Agree to Pay at Least $3.5 Billion in Global Penalties
29
Stanford Law School FCPA Clearinghouse. Odebrecht S.A. Enforcement Action
30
U.S. Department of Justice. Airbus Agrees to Pay Over $3.9 Billion in Global Penalties
31
Stanford Law School FCPA Clearinghouse. Glencore International A.G. Enforcement Action
32
Transparency International. Exporting Corruption 2022