Composite Study. Representative matters drawn from our engagements. Details are composites and do not describe any single client.
The Situation
A private equity sponsor acquiring a company with distribution operations in higher-risk jurisdictions.
Engagement: pre-acquisition FCPA diligence, third-party risk review, deal-document protections, and post-close compliance integration.
The Challenge
The target sold through distributors and agents in markets where improper payments are a known risk. Under FCPA successor-liability principles, whatever the target had done before closing would become the buyer’s exposure the moment the deal closed.
The transaction was moving quickly. Nobody had tested the third-party channel, the books-and-records controls, or whether a government-facing agent relationship was a liability waiting to surface after close.
Our Approach
Led by a former federal prosecutor, we ran risk-based anti-corruption diligence into the channels that actually create FCPA exposure: distributors, agents, consultants, and the accounting controls behind them, measured against DOJ and SEC expectations.
Where we found risk we moved it into the deal. FCPA representations, targeted indemnities, and a remediation plan built into the integration rather than deferred to it. After close we refreshed the compliance program, covering policy, training, third-party diligence playbooks and monitoring, benchmarked to the DOJ’s Evaluation of Corporate Compliance Programs.
The Results
The buyer closed with anti-corruption risk identified, priced and contractually allocated rather than inherited blind, and the post-close program was built to the standard a regulator would apply if it ever came asking.
Key Takeaway
Under FCPA successor liability, a target’s past becomes the buyer’s problem the moment the deal closes. The diligence that finds it, and the deal terms that price it, have to happen before the signature rather than after the first inquiry.
Connect With
Global Link Law
"*" indicates required fields
Strategic Legal Counsel for Healthcare & Health Technology
Your organization faces legal and regulatory complexity that demands more than outside counsel. It demands a partner who has sat on your side of the table.
From government investigations and FCPA matters to healthcare M&A and payer contracting, we’ve handled it from the inside and from the courtroom.
Whether you need fractional leadership, transactional support, or a defensible compliance framework, we deliver counsel built around what the business actually needs. What sets us apart is real-world in-house experience. Our partners have served in senior legal roles within large and publicly traded companies, giving them a direct understanding of what business leaders and boards actually need from legal counsel.