skip to main content

S. 305 (95th): Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.) is a United States federal law known primarily for two of its main provisions: one that addresses accounting transparency requirements under the Securities Exchange Act of 1934 and another concerning bribery of foreign officials. The Act was amended in 1988 and in 1998, and has been subject to continued congressional concerns, namely whether its enforcement discourages U.S. companies from investing abroad.

This summary is from Wikipedia.

Last updated Oct 11, 2018. Source: Wikipedia

The summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress, and was published on Dec 6, 1977.

Title I: Foreign Corrupt Practices - Foreign Corrupt Practices Act - Amends the Securities Exchange Act to require specified issuers of securities to make and keep books, records and accounts, and to devise and maintain a system of internal accounting controls.

Makes it unlawful for an issuer of registered securities or an issuer required to file certain reports, under such Act, to make payments to foreign officials to influence an official act of such official or to influence an act or decision by a foreign government. Makes it unlawful for a domestic concern to use the mails or interstate commerce to make payments to such foreign officials. Subjects violating persons to a fine of not more than $10,000, or imprisonment of not more than five years, or both, and violating corporations to a fine of not more than $1,000,000. Defines "domestic concern" for purposes of this Act. Title II: Disclosure - Domestic and Foreign Investment Improved Disclosure Act - Expands the disclosure requirements of beneficial owners of more than five percent of specified kinds of securities to include disclosure of: (1) the background, identify, residence, and citizenship of, and the nature of the beneficial ownership of, the person acquiring the securities and all other persons by whom or on whose behalf the purchases have been or are to be effected; (2) the source and amount of the funds or other consideration used or to be used in making the purchases; and (3) information as to any contracts, arrangements, or understandings with respect to any securities of the issuer. Requires any person who is directly or indirectly the beneficial owner of more than five percent of specified classes of securities to report such interest and other information in such form and at such intervals as the Securities and Exchange Commission (SEC) shall prescribe by rule, including: (1) such person's identity, residence, and citizenship; and (2) the number and description of the shares, and the nature of the interest. Allows the Commission to take such steps as it deems necessary or appropriate in the public interest or for the protection of investors, to comply with this Act. Permits the Commission to exempt any person or class of persons from these reporting requirements. Directs the SEC to report to Congress as to the effectiveness of the ownership reporting requirements and the desirability or feasibility of modifying the five percent threshold used. Authorizes the SEC to define by rules and regulations the term "held of record" as it deems necessary or appropriate in the public interest or for the protection of investors.