DOJ Issues New Guidelines for FCPA Investigation and Enforcement

The memorandum, “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act,” establishes updated guidance to comply with the directives in Executive Order (EO) 14209, signed by President Trump on February 10, which temporarily paused new FCPA investigations for 180 days. The memorandum seeks to ensure that FCPA prosecutions and investigations will (1) limit “undue burdens on American companies that operate abroad” and (2) target “enforcement actions against conduct that directly undermines U.S. national interests.” The memorandum also sets out a list of “non-exhaustive factors” for prosecutors to consider when evaluating “whether to pursue an FCPA investigations and enforcement action.”

At the American Conference Institute’s June 10 Global Anti-Corruption Conference, Matthew Galeotti, the Head of the Department of Justice Criminal Division, stressed that “the through line in these guidelines is that they require the vindication of U.S. interests.” According to the memorandum, “economic growth and expansion of U.S. business opportunities abroad — including U.S. companies’ competitiveness — is critical to safeguarding U.S. national security and economic prosperity.”

The Executive Factors Included in the Memorandum

1. Targeting Cartels and Transnational Criminal Organizations

The DOJ will prioritize investigations related to foreign bribery that facilitate the operation of cartels and transnational criminal organizations (TCOs). When pursuing an FCPA investigation or enforcement action, prosecutors will consider whether the alleged misconduct (1) “is associated with criminal operations of a Cartel or TCO”; (2) “utilizes money launders or shell companies that engage in money laundering for cartels or TCOs”; or (3) “is linked to employees of state-owned entities or other foreign officials who have received bribes from cartels or TCOs.”

2. Safeguarding Fair Opportunities for US Companies

The Department’s FCPA enforcement will focus on misconduct that deprives US entities of fair competition or causes economic harm without targeting individuals or companies based on nationality. Additionally, under the Foreign Extortion Prevention Act, which criminalizes “demand side” of foreign bribery, prosecutors should consider whether “U.S. entities or individuals have been harmed by foreign officials” demanding bribes.

3. Advancing National Security

FCPA enforcement will prioritize urgent threats to US national security arising from the bribery of foreign officials in key infrastructure and assets, especially in sectors such as intelligence, defense, or critical infrastructure that could compromise national security interests.

4. Prioritizing Investigations of Serious Misconduct

EO 14209 directs FCPA enforcement actions to avoid penalizing US businesses for routine practices abroad and emphasizes exceptions for facilitating payments and lawful expenditures. Instead, enforcement will focus on serious misconduct with clear corrupt intent, such as substantial bribe payments and sophisticated efforts to conceal them. Prosecutors are also encouraged to consider whether foreign authorities are likely to investigate and prosecute the alleged misconduct.

Companies, especially those that compete with US entities, should ensure they have an effective compliance program that includes robust anti-bribery and anti-corruption controls.

The ArentFox Schiff team has extensive experience with advising companies on best practices for their compliance programs. AFS can help you develop uniquely tailored compliance enhancements and, if necessary, demonstrate how they work in practice to the government or other stakeholders.

Additional research and writing from Samantha Kessler, a 2025 summer associate in ArentFox Schiff’s New York office.