DOJ Issues Opinion, Provides (Some) Comfort On Successor Liability

In a recent Opinion Procedure Release (OPR), Number 14-02, the U.S. Department of Justice expressly limited successor liability for a US company purchasing a non-US company that had paid bribes in the past.  In so doing, DOJ may have given a little bit of comfort to US companies and issuers thinking about purchasing non-US companies.  But as described below, we emphasize "little bit."

Relevant Facts.  The DOJ issued OPR 14-02 on November 7, 2014 in response to a request from a US company (the Buyer) seeking to acquire a non-US company and its wholly-owned subsidiary (the Target).  As an issuer of securities in the United States, the Buyer is subject to both (i) the anti-bribery and (ii) the books and records and internal controls provisions of the Foreign Corrupt Practices Act (FCPA).