Executive Summary: On June 9, Deputy Attorney General Todd Blanche issued a memorandum to the Department of Justice’s Criminal Division, outlining the Department’s focus for pending and future FCPA actions. A day later, Matthew Galeotti, the Head of the Criminal Division, offered more insight into how this administration will approach FCPA investigations and enforcement actions. Both pronouncements make clear that DOJ will target companies operating abroad who partner with foreign actors, especially those with any connection to cartels or transnational criminal organizations. The Criminal Division may also focus more on individual misconduct, rather than corporate liability—a welcome change for companies.
Following a presidentially-ordered temporary pause on enforcing the Foreign Corrupt Practices Act (FCPA), the Department of Justice’s (DOJ) Deputy Attorney General (DAG), Todd Blanche, issued a memorandum to the Head of the Criminal Division, Matthew R. Galeotti, on June 9, 2025 (DAG Memo), updating DOJ’s guidance on FCPA enforcement to align with President Trump’s directives to limit “undue burdens on American companies that operate abroad” and target “conduct that directly undermines U.S. national interests.”[1] The next day, Galeotti delivered remarks on the DAG Memo, highlighting its key points, including the foundational principle that FCPA enforcement will “require the vindication of U.S. interests.”[2] More broadly, the DAG Memo emphasizes the need for expeditious investigations and targeted enforcement against those who are potentially culpable for foreign bribery. Assuming DOJ prosecutors follow these principles, U.S. companies should not be required to endure years-long investigations and then face prosecution under collective knowledge theories.
The DAG Memo lists four factors prosecutors should consider before initiating an FCPA investigation or bringing an FCPA enforcement action: (1) connection to a cartel or transnational criminal organization (TCO), (2) the impact on the competitiveness of U.S. companies operating abroad or resulting economic injury to U.S. companies or individuals, (3) the advancement of U.S. national security, and (4) the existence of serious misconduct that goes beyond “routine business practices.” These factors are non-exhaustive but meant to focus FCPA prosecutors on specific types of cases ripe for foreign bribery enforcement under this Administration’s priorities. According to the DAG Memo, the updated guidelines govern all current and future FCPA investigations and enforcement actions; pending FCPA actions demonstrate how these factors are the focal point of DOJ’s FCPA enforcement.
First, the DAG Memo is in line with the Trump Administration’s focus on cartels and other TCOs and places these criminal organizations and those connected to them at the forefront of DOJ’s FCPA enforcement objectives. Following President Trump’s directive to pursue the total elimination of cartels and TCOs, Attorney General Pam Bondi issued a memorandum (Bondi Memo) in February 2025 that directed the Criminal Division’s FCPA Unit to prioritize investigations “that facilitate[] the criminal operations of Cartels and TCOs.”[3] The DAG Memo continues this emphasis, calling on prosecutorsto prioritize matters that intersect with these organizations and jeopardize U.S. national security. Consistent with the stated desire to further U.S. interests, the DAG Memo states that the “benefits of eliminating Cartels and TCOs will redound to American enterprise and the Nation as a whole.”[4]
Importantly, the DAG Memo takes a broad view of matters that are related to cartels and TCOs. In addition to cases that are directly associated with the criminal operations of a cartel or TCO, FCPA prosecutors are to consider whether the alleged misconduct involves money launderers or shell companies that engage in money laundering for cartels or TCOs or is linked to employees of state-owned entities or other foreign officials who have received bribes from cartels or TCOs. In other words, prosecutors may prioritize misconduct that has even ancillary connections to cartels or TCOs, subject to alignment with the administration’s other interests.
Two such related fundamental interests are (i) the ability of U.S. companies to grow and compete in the international market and the protection of American investors and (ii) the advancement of U.S. national security (particularly as it relates to key infrastructure or assets). The DAG Memo emphasizes that DOJ’s enforcement of the FCPA depends on whether the alleged misconduct “undermines” the U.S. national interest, “deprive[s] specific and identifiable U.S. entities of fair access to compete” in the global market, or injures the economic interests of “specific and identifiable American companies or individuals.”[5] In his remarks regarding the latest FCPA guidance, Galeotti stated in simple terms that “conduct that genuinely impacts the United States or the American people is subject to potential prosecution by U.S. law enforcement.”[6]
Although the DAG Memo states that DOJ will not “focus[] on particular individuals or companies on the basis of their nationality,” the Trump Administration is expected to prioritize FCPA enforcement actions against foreign companies and individuals, so long as there is a U.S. nexus (where their conduct directly impacts U.S. investors or interests). Indeed, the DAG Memo hints at this by noting that “[t]he most blatant bribery schemes have historically been committed by foreign companies” and “the most significant FCPA enforcement actions . . . have been overwhelmingly brought against foreign companies.”[7] To that end, United States v. Donato Bautista et al.,[8]which is pending,is an example of the type of cases the current administration is likely to pursue (as evidenced by the administration’s decision not to dismiss the case, as it has with other FCPA cases). In Donato Bautista, DOJ charged two executives of election services companies (one in Great Britian and the other in the Philippines), the service provider company that provides the election voting machines, and the former chairman of the Philippines election commission for their roles in allegedly bribing the chairman to obtain and retain contracts with the commission. Both executives participated in the alleged misconduct within the United States. Similarly, United States v. Zhengming Pan,[9] another pending FCPA case, involves the Chief Executive Officer of a Chinese online lottery company who allegedly paid between $1.9 and $2.5 million to Japanese government officials using a U.S. dollar denominated bank account and U.S. based email service providers to win a contract to open a resort and casino in Japan. The lottery company later became a crypto mining company and already entered into a deferred prosecution agreement with DOJ and the Securities and Exchange Commission for its participation in the scheme.
On the other hand, for misconduct that does not implicate U.S. interests, Galeotti expressed the Criminal Division’s willingness to aid but also relyonforeign regulators:“Conduct that does not implicate U.S. interests should be left to our foreign counterparts or appropriate regulators. And in those cases, the Criminal Division won’t hesitate to work with our foreign counterparts or domestic regulators to provide assistance and ensure that those countries and regulators can vindicate their interests and pursue their mandates.”[10] In the prior Trump administration, DOJ declined to prosecute a U.K. company that allegedly bribed the director of the Earthquake Research Center at the Korea Institute of Geoscience and Mineral Resources due to, among other factors, an ongoing parallel investigation by the U.K.’s Serious Fraud Office. Galeotti’s comments suggest this practice will continue during the current Trump administration.
The DAG Memo also directs prosecutors to target “serious misconduct” rather than “routine business practices or corporate conduct that involves de minimis or low-dollar, generally accepted business courtesies.”[11] Such “serious misconduct” could include, but is not limited to, paying bribes of a “substantial” amount, concealing the bribe, obstructing justice, or engaging in other fraudulent conduct in furtherance of the scheme. The Hobson prosecution, another still-pending FCPA action, involves all of these red flags—payments of more than $4.8 million to obtain $143 million in coal contracts, concealing the bribery scheme, and the commission of money laundering in furtherance of the scheme.[12] The DAG Memo does not otherwise define or interpret “serious misconduct,” however, other than to note that going forward, FCPA enforcement should focus on “alleged misconduct that [could] bear[] strong indicia of corrupt intent tied to particular individuals.”[13]
The DAG Memo is similarly vague on this administration’s view of “strong indicia of corrupt intent,” and it is not clear the criteria DOJ will consider beyond looking at the dollar value of a payment or gift. For example, Hobson involves substantial bribes to obtain $143 million in coal contracts with Egyptian government officials.[14] In contrast, in 2018 during the first Trump administration, DOJ declined to bring an action against an insurance company headquartered in Barbados, Insurance Corporation of Barbados Limited (ICBL), that bribed local government officials, through its employees and agents, to secure contracts that resulted in approximately $93,000 in profit. In so declining, the Criminal Division noted the company’s timely and voluntary self-disclosure, as well as its thorough and comprehensive investigation, despite the high-level involvement of the company’s corporate officers in the misconduct.
Indeed, ICBL’s declination might become a more frequent result for companies during this administration. In his remarks (which extended beyond FCPA enforcement), Galeotti re-emphasized the incentives for companies to self-report criminal conduct laid out in the revised Criminal Division Corporate Enforcement and voluntary Self-Disclosure Policy (CEP). Galeotti stated: “The benefits to companies that voluntarily self-report, cooperate, and remediate have never been clearer and more certain: those companies will receive a declination, not just a ‘presumption.’”[15] In the example above where DOJ declined to prosecute a U.K. company that allegedly paid bribes to the director of a Korean Institute, the company’s voluntary disclosure and substantial cooperation with the investigation played a significant role in the declination.
The Criminal Division’s willingness to issue a declination for companies that self-report is an important facet in FCPA enforcement for companies to consider as they weigh the decision to self-report potential misconduct. Perhaps even more notable, the DAG Memo seemingly invites companies to alert DOJ to competitors’ suspicious conduct. While the Criminal Division’s Corporate Whistleblower Awards Pilot Program provides that individuals—not companies—may be eligible for an award for bringing certain conduct to DOJ’s attention, the DAG Memo encourages companies to alert DOJ if a company has reason to believe it lost out on business because a competitor engaged in conduct that would violate the FCPA.
Lastly, the DAG Memo clarifies DOJ’s intention to pursue individual bad actors, intimating it will be less inclined to bring enforcement actions against corporate entities (particularly U.S. companies). Indeed, the DAG Memo references individual criminal conduct five times in only four pages. According to the DAG Memo, DOJ will no longer “attribute nonspecific malfeasance to corporate structures.”[16] Additionally, Galeotti noted that the DAG Memo directs prosecutors to focus on individuals’ specific misconduct rather than “collective knowledge theories.”[17] The DAG Memo also instructs prosecutors to “proceed as expeditiously as possible” in their investigations.[18] This instruction coincides with Galeotti’s promise that the Criminal Division will not pursue “[l]engthy and sprawling investigations.”[19] Not surprisingly, the DAG Memo also reserves DOJ’s discretion in deciding to open, continue, or close an investigation “based on the totality of the circumstances.”[20] But new FCPA investigations must be approved by the head of the Criminal Division or a more senior DOJ official.
While the DAG Memo signals a shift in policy rather than a change in the law, it offers important insight into how DOJ will enforce the FCPA in the coming years. At a high level, companies should know the FCPA is alive and well, and companies should still maintain a focus on compliance. Although DOJ may become more selective in its FCPA enforcement, those who become ensnared could still face an expensive investigation and possible enforcement action. Further, non-U.S. corollaries like the U.K. Bribery Act, Canada’s Corruption of Foreign Public Officials Act, and the Brazil Clean Companies Act remain in effect. Compliance is also important because of the stringency and ubiquity of anti-bribery and corruption compliance clauses in deal and financing documents. Particularly for U.S. companies operating internationally, though, the guidance should provide some level of comfort that they will likely not be embroiled in lengthy and expensive investigations based on the conduct of a rogue actor. Businesses organized outside the United States can also use the guidance to assess their risk of a U.S. prosecution. There are still avenues for exposure, and the Trump Administration is signaling it will pursue enforcement of cases that are contrary to the U.S.’s economic and national security interests or directly harm U.S. investors. That said, coming forward and self-disclosing conduct that may violate the FCPA is likely to be treated more favorably by this administration and could result in real benefits to a company. Such decisions should be made with the guidance of knowledgeable and experienced counsel.
[1] DAG Memo at 1.
[2] U.S. Dep’t of Just., Office of Public Affairs Press Release, Head of Justice Department’s Criminal Division Matthew R. Galeotti Delivers Remarks at American Conference Institute Conference (June 10, 2025), http://web.archive.org/web/20250610221528/https:/www.justice.gov/opa/pr/head-justice-departments-criminal-division-matthew-r-galeotti-delivers-remarks-american.
[3] Bondi Memo at 4.
[4] DAG Memo at 2.
[5] DAG Memo at 3.
[6] June 10 Speech, supra note 2.
[7] DAG Memo at 3, n. 4.
[8] United States v. Donato Bautista et al., 1:24cr20343 (S.D. Fla.).
[9] United States v. Zhengming Pan, 2:24cr00402 (D.N.J.).
[10] June 10 Speech, supra note 2.
[11] DAG Memo at 3–4.
[12] United States v. Hobson, 2:22cr86 (W.D. Pa.).
[13] DAG Memo at 4.
[14] Hobson, supra note 12.
[15] June 10 Speech, supra note 2.
[16] DAG Memo at 1.
[17] June 10 Speech, supra note 2.
[18] DAG Memo at 1.
[19] June 10 Speech, supra note 2.
[20] DAG Memo at 4.