The Halliburton FCPA Opinion: U.S. Department of Justice Guidance on M&A Due Diligence

On December 3, 2008 Corporate Secretary and Foley hosted a web conference “The Halliburton FCPA Opinion: U.S. Department of Justice Guidance on M&A Due Diligence ” – the latest program in the Corporate WaveLength series.

When the U.S. Department of Justice (DOJ) issued its Halliburton opinion, it also provided guidance for U.S. or U.S.-listed companies that are not able to perform sufficient Foreign Corrupt Practices Act (FCPA) pre-closing due diligence. Additionally, the DOJ issued statements about mergers and acquisitions (M&A) due diligence that could impact how acquirers approach the process.

David W. Simon, Partner in Foley’s White Collar Defense & Corporate Compliance Practice, and David F. Snively, Senior Vice President, Secretary, and General Counsel at Monsanto, discussed:

• The Halliburton opinion and what it means for M&A due diligence


• Establishing an immediate post-closing due diligence and FCPA compliance program


• The effect of the Halliburton opinion on confidentiality agreements, specifically the broadening of the “required by law” carve-out


• What to do if you find an FCPA problem in due diligence