International Legal and Regulatory Framework
FCPA
The US Foreign Corrupt Practices Act 1977 has anti-bribery and accounting provisions. Anti-bribery covers issuers, domestic concerns and certain foreign persons acting in US territory. The payment must be of anything of value, to a foreign official, with corrupt intent, for a business purpose, and linked to interstate commerce. Affirmative defences include local-law legality and reasonable, bona fide promotional expenses. Facilitation payments are excepted, but must be recorded.
UK Bribery Act 2010
Four offences: bribing another, receiving a bribe, bribery of a foreign public official, and failure of a commercial organisation to prevent bribery (section 7). Section 7 is strict liability where an “associated person” bribes to obtain business or advantage. The only defence is “adequate procedures”. There is no facilitation-payment exception. Jurisdiction is broad: UK nationals, residents, incorporated bodies and acts with a close connection to the UK.
OECD and UNCAC
The OECD Anti-Bribery Convention requires parties to criminalise bribery of foreign public officials in international business. It is enforced through peer review, not direct corporate prosecution. The UN Convention against Corruption is broader: prevention, criminalisation, international cooperation and asset recovery. Neither treaty creates a private right of action.
Worked example
A UK parent’s UAE subsidiary uses an agent who pays a ministry official. Section 7 may apply because the agent is an associated person and the subsidiary is in the group. The parent’s defence is adequate procedures. US jurisdiction may also attach if the parent is an issuer or the payment used US wires.
Traps
Do not import the FCPA facilitation exception into the UK Act. Do not assume treaties are directly enforceable. Do not overlook the FCPA accounting provisions when the bribe itself is hard to prove.