When and How Companies Should Include FCPA Risk Disclosures in SEC Filings: Compendium (Part Three of Three)

In the wake of increased FCPA enforcement, more companies are including FCPA risks in the Risk Factors sections of their SEC filings.  FCPA experts disagree on whether the benefits of such disclosure outweigh the disadvantages.  Some recommend that companies include detailed, FCPA specific risk factors in their filings.  Others suggest that companies include more general international risk factors.  To help shed light on this controversial and critical issue, the Anti-Corruption Report is publishing a multi-part series addressing the strategy and mechanics of disclosure of FCPA risk in the Risk Factors section of SEC filings.  The first article in the series discussed the SEC rules governing such disclosure and the evolution of the disclosure of risk factors related to international operations, and examined both sides of the debate as to whether such disclosure is necessary and prudent.  The second installment in the series discussed the consequences of including FCPA-specific disclosures and provided insight into drafting risk-based disclosure.  With help from Intelligize’s database and search tools, The FCPA Report has also organized this long-form compendium of actual FCPA and international operations risk factor disclosures from recent SEC filings to complement the series, including links to the relevant SEC filings.  The disclosures are grouped based how much detail the company chose to include about the FCPA.

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