The Freeze Has Thawed: DOJ Issues New Directive to Pursue FCPA Cases that Vindicate U.S. National Interests

On June 10, 2025, the U.S. Department of Justice (DOJ)’s Deputy Attorney General, Todd Blanche, unveiled DOJ’s new “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act (FCPA)” (FCPA Guidelines). The FCPA Guidelines, directed to the head of the DOJ’s Criminal Division, Matthew R. Galeotti, follows President Donald Trump’s February 10, 2025 executive order (EO) generally pausing FCPA enforcement for 180 days and directing the Attorney General to develop new criteria for new FCPA investigations in that same time period. (The prior EO was analyzed in a Sidley alert available here.)

Simultaneous with publicization of the FCPA Guidelines on June 10, 2025, Galeotti delivered prepared remarks and participated in a follow-on fireside chat with Sidley partner Lisa Miller at the American Conference Institute‘s Anti-Corruption and Compliance Conference. Galeotti addressed the FCPA Guidelines and his May 12, 2025 memorandum outlining DOJ’s broader white-collar enforcement guidelines under the current administration (analyzed in a Sidley alert available here).

Our high-level takeaways from the new FCPA Guidelines and Galeotti’s related speech are as follows:

• FCPA Enforcement Is Back: Contrary to what some thought after the FCPA EO earlier this year, while the focus of DOJ’s FCPA enforcement will likely change, the FCPA is still alive and very much relevant to companies with touchpoints in the United States. Galeotti noted that past and future decisions to terminate ongoing FCPA investigations were or will be made based on the FCPA Guidelines. Further, Galeotti indicated an uptick in enforcement activity will soon become public: “[I]n the coming weeks I anticipate significant announcements in key priority areas, including corporate resolutions across the white-collar landscape.”
• U.S. Companies Still on the Hook: Despite prior speculation that FCPA enforcement would focus on foreign companies, U.S. companies are still very much at risk of facing FCPA enforcement actions and investigations. As the FCPA Guidelines emphasize, the focus of enforcement is not the nationality of the subject or where the company is headquartered, but instead any conduct that affects the United States or American companies or individuals. Arguably, this will include traditional FCPA cases against issuers if officials determine that preserving market fairness is in the national interest.
• Prosecutorial Factors: The FCPA Guidelines set forth four non-exhaustive factors that prosecutors should consider when deciding whether to pursue an FCPA action. Those factors examine whether the alleged misconduct:

1. is associated with a cartel or transnational criminal organization, or is linked to employees of state-owned entities or other foreign officials who have received bribes;
2. deprived U.S. entities of fair access to compete or resulted in economic injury to American companies or individuals including whether—pursuant to Foreign Extortion Prevention Act (FEPA), which criminalizes demand-side bribery by foreign officials (a category broadly in the statute)—U.S. entities or individuals have been harmed by foreign officials’ demands for bribes (although note that DOJ has not yet charged any FEPA cases since the statute was passed in late 2023);
3. involved the bribery of foreign officials related to key infrastructure or assets that may have implications for companies operating in sectors related to defense, intelligence, and critical minerals; or
4. did not involve routine business practices in other countries or corporate conduct involving de minimis or low-dollar, generally accepted business courtesies, but rather included misconduct with “strong indicia of corrupt intent.”

• FCPA Investigation Decisions Made by Head of Criminal Division: The FCPA Guidelines establish that the leader of the Criminal Division, currently Galeotti, is now required to approve new FCPA investigations and enforcement actions. Relatedly, Galeotti also expressed a commitment to ensuring that cases move efficiently, whether initiated via self-disclosure or otherwise.
• Push for Self-Disclosure: DOJ is aggressively encouraging companies to voluntarily self-disclose misconduct (a policy the current administration is also continuing from prior administrations) with the promise of a declination (i.e., that DOJ will decline to bring an enforcement action) where companies do self-disclose. This is a greater benefit than DOJ’s policy under the Biden administration, which provided only a “presumption” of a declination with various exceptions. However, the current administration indicated that where companies do not take advantage of its self-disclosure policies, harsher punishment will ensue, and, according to Galeotti, DOJ “will move aggressively — yet fairly — to prosecute white-collar offenders whose crimes undermine U.S. interests.” There may be strategic opportunities for companies to self-disclose certain fact patterns, such as misconduct involving cartels where duress motivates payment or where there is a close call on whether a transaction amounts to a facilitation payment, given DOJ’s suggestions that “routine business practices” in foreign countries will not likely be prosecuted. The voluntary self-disclosure calculus, however, remains fact-specific. Companies need to carefully evaluate the administration’s new FCPA priorities when deciding how to respond to FCPA allegations and should also be mindful that competitors and others within their own walls may be darkening DOJ’s door.
• Deference to Foreign Authorities Absent U.S. Interest: The FCPA Guidelines indicate that DOJ prosecutors should defer to foreign counterparts on matters that do not vindicate U.S. national interests, though the DOJ’s collaboration across borders will continue. There is an open question in the context of negotiating a resolution of the matter with foreign authorities as to how companies can achieve certainty regarding potential liability under U.S. law if DOJ under the current administration declines to pursue FCPA charges, but the facts suggest that DOJ could, as a legal matter, bring an enforcement action. Given the length of the FCPA’s statute of limitations (which can stretch as long as eight years after the last benefit from a bribe is received), companies will be well served by working with experienced outside counsel on strategies to obtain certainty.
• Maintaining Status Quo for the ECCP: DOJ has not announced changes to the Evaluation of Corporate Compliance Programs (ECCP), which sets out DOJ’s expectations for corporate compliance programs. Additionally, the Criminal Division appears committed to keeping the prior administration’s policies requiring CEOs and chief compliance officers to certify adherence to compliance provisions in corporate resolutions at the end of resolution terms. Accordingly, compliance and ethics officials should continue to follow risk-based approaches to compliance program design and evolution and be mindful that cutting resources may not be viewed favorably.
• Limiting Corporate Compliance Monitorships: Companies should expect targeted and more narrow use of corporate compliance monitorships under the current administration to continue. Galeotti shared that as DOJ is nearing the end of its review of all active corporate compliance monitors, DOJ has continued with some ongoing monitorships but terminated others where companies could achieve compliance on their own, including by self-reporting and compliance certifications. Where appropriate, DOJ is emphasizing the value of companies using independent compliance consultants who can provide a more tailored review of niche business areas to achieve both time and cost efficiencies.

FCPA Enforcement Coming Into Focus

The FCPA Guidelines and other recent guidance make clear that DOJ is beginning to articulate the white-collar enforcement policies and priorities of the Trump administration in accordance with the White House’s FCPA EO released earlier this year. In light of these priorities and new guidelines, it is critical for companies to consult with knowledgeable outside counsel in evaluating decisions and internal compliance structures given the potential impact of DOJ’s policies. Further, these recent policy and priority announcements demonstrate that, while the focus of DOJ’s anti-corruption enforcement has likely changed, the FCPA is still alive and very much relevant to companies with touchpoints to the United States.