On February 10, President Donald J. Trump signed an Executive Order, “Pausing Foreign Corrupt Practices Act Enforcement to Further American Economic and National Security” (FCPA EO), directing Attorney General Pam Bondi to halt enforcement of the Foreign Corrupt Practices Act (FCPA) until new guidelines and policies are released. The aim of this move is to enhance American competitiveness and security. This EO, along with its accompanying fact sheet “Fact Sheet: President Donald J. Trump Restores American Competitiveness and Security in FCPA Enforcement,” follows a series of memoranda issued by AG Bondi on February 5, 2025, outlining new enforcement priorities for the US Department of Justice (DOJ). Of the 15 memoranda, only one — titled “Elimination of Cartels and Transnational Criminal Organizations” (Total Elimination Memo) — addresses the FCPA directly, potentially serving as a foundation for the upcoming enforcement guidelines. This op-ed examines the potential impact of these recent changes on FCPA enforcement and explores how companies might adapt or respond to these developments.

Purpose and the FCPA Enforcement Pause

The order asserts that the president’s authority, and by extension, the nation’s security, are threatened by “overexpansive and unpredictable” FCPA enforcement, which also puts American businesses at a disadvantage in the global market. Specifically, the order argues that US national security is strengthened when American companies secure “strategic business advantages” in areas such as “critical minerals, deep-water ports, or other essential infrastructure and assets.” Additionally, the order criticizes FCPA enforcement that targets “routine business practices in other countries” as an inefficient use of prosecutorial resources. Consequently, the order mandates that, for a period of 180 days, the Attorney General review the guidelines and policies that previously guided investigations and enforcement under the FCPA. The order states the Attorney General shall:

• Cease initiation of any new FCPA investigations or enforcement actions, unless the Attorney General determines that an individual exception should be made [emphasis added];
• Review in detail all existing FCPA investigations or enforcement actions and take appropriate action with respect to such matter to restore proper bounds on FCPA enforcement and preserve Presidential foreign policy prerogatives; and
• Issue updated guidelines or policies, as appropriate, to adequately promote the President’s Article II authority to conduct foreign affairs and prioritize American interests, American economic competitiveness with respect to other nations, and the efficient use of federal law enforcement resources.

The FCPA EO and the Related Fact Sheet

The FCPA EO seeks to remove excessive obstacles to American business abroad while advancing national security interests. Issued as part of the Trump Administration’s policy to “preserve presidential authority in foreign affairs and promote American economic and national security,” the FCPA EO critiques the FCPA as a tool that has hindered US economic interests and foreign policy goals, thus limiting the President’s Article II powers. The EO emphasizes that the nation’s security depends on gaining strategic business advantages in areas such as “critical minerals, deep-water ports, or other key infrastructure and assets.” It argues that the “over expansive and unpredictable” application of the FCPA to “routine business practices in other nations” damages the United States’ economic competitiveness, harms national security, and wastes prosecutorial resources that could be used to safeguard American freedoms. The EO mandates a 180-day review period for existing FCPA investigations and suspends the initiation of new FCPA investigations or enforcement actions until new guidelines are released. During the 180-day review, the Attorney General has three tasks: 1) to prevent new FCPA investigations or enforcement actions, unless an exception is made; 2) to review ongoing FCPA cases, considering the EO and presidential goals; and 3) to issue updated guidelines supporting the President’s authority and US interests. After the review, any ongoing investigations or actions will need the Attorney General’s approval and must follow the revised guidelines. The Attorney General will also assess if any past FCPA actions were inappropriate and recommend remedial actions. The EO doesn’t define “inappropriate,” but it likely refers to non-compliance with the new guidelines.

The Pam Bondi Total Elimination Memo

This memorandum is issued to enforce President Trump’s directive for the complete dismantling of cartels and transnational criminal organizations (TCOs) that threaten US sovereignty and public safety. The memo introduces changes to policies that affect the enforcement of the FCPA, money laundering, and asset forfeiture, potentially causing delays or obstacles in the aggressive prosecution of cartels and TCOs. These adjustments may guide Bondi’s review of ongoing FCPA investigations and enforcement, offering a glimpse into forthcoming FCPA enforcement guidelines. This Memo specifically instructs federal prosecutors to prioritize investigations into foreign bribery that supports the operations of cartels and TCOs, redirecting attention away from unrelated cases. Additionally, the memo suspends certain sections of the Justice Manual, including (1) the requirement for Criminal Division authorization for investigations or prosecutions under the FCPA or the Foreign Extortion Prevention Act (FEPA), and (2) the stipulation that the Fraud Section must handle these investigations and prosecutions. It’s important to note that the suspension applies exclusively to cases involving foreign bribery linked to cartels and TCOs.

In alignment with the Total Elimination Memo and the FCPA Executive Order (EO), the forthcoming FCPA enforcement guidelines may explicitly instruct the department to focus on cases where bribery has facilitated criminal activities tied to cartels/TCOs and/or financing actions aligned with the administration’s key priorities, including terrorism, trade and sanctions evasion, illegal immigration, and broader threats to national security. The FCPA EO and the Memo raise several questions about the enforcement and compliance of the FCPA, particularly during the review period. However, companies should consider the following at this time:

1. Ongoing FCPA Compliance Focus: Neither the FCPA EO nor the Total Elimination Memo alters the DOJ’s substantive expectations for FCPA compliance. Instead, these documents call for a review of existing guidelines and enforcement practices. In line with the FCPA EO and the Memo, the DOJ is likely to focus on corruption related to cartels, TCOs, and activities that align with the administration’s priorities. As a result, companies should continue to operate under their current anti-bribery compliance programs. Until more concrete guidance and policies are released after the Attorney General’s review, businesses should maintain their existing anti-bribery and anti-corruption policies, consistent with their corporate values. Furthermore, US publicly traded companies are still required to address auditor concerns, who will continue to have access to hotline reports and will expect any foreign bribery issues to be investigated and resolved before issuing audit attestation letters.
2. Civil Enforcement of the FCPA and Prescription (Statutes of Limitations): While the FCPA EO and the Memo provide insight into the DOJ’s enforcement priorities, the US Securities and Exchange Commission (SEC), which oversees civil FCPA enforcement for US issuers, has yet to offer its perspective. To date, the SEC has not announced any changes to its FCPA enforcement program, although further guidance may be forthcoming. In the long run, these changes could potentially shift primary responsibility for FCPA enforcement from the DOJ to the SEC. While the EO and the Memo signal potential changes to the enforcement landscape, the statute of limitations for FCPA violations will extend beyond the current administration. The FCPA has a five-year statute of limitations for violations of its anti-bribery provisions, meaning that any violations occurring in the next four years may still be subject to enforcement actions by a future administration.
3. Other Domestic and Global Anti-Bribery Laws and Regulations: Additionally, conduct that violates the FCPA may also breach other domestic and global laws. For instance, actions previously investigated as FCPA violations could also involve violations of bid-rigging, fraud, and competition laws. Even though the FCPA EO suspends direct FCPA enforcement, US Attorneys’ Offices (USAOs) may continue to pursue white-collar cases involving bribery under different legal theories, such as the Travel Act, mail and wire fraud, or money laundering. The DOJ and other regulators may still investigate corporate conduct under other applicable statutes. While the FCPA is one of the most recognized anti-bribery laws globally, it is not the only law that companies must adhere to. Anti-bribery laws are in place in many countries worldwide, and any changes in FCPA enforcement resulting from the EO are unlikely to affect the enforcement of other laws, such as the 2011 UK Bribery Act, France’s Sapin II Anti-Bribery Law 2016 (legislation that mandates companies operating in France to implement robust compliance programs to prevent/detect corruption, including both domestic and international activities, with a strong focus on transparency and whistleblower protection), and other international anti-bribery regulations.

Then What? Should Corporations Deprioritize Anti-Corruption Compliance?

Anti-corruption compliance must remain a cornerstone of corporate governance for a variety of reasons. First, violations of the FCPA and FEPA are subject to a five-year statute of limitations, which can be extended to eight years under certain conditions, such as foreign legal assistance or tolling agreements, or if a conspiracy charge is involved. With the US presidential administration transitioning in 2029, the DOJ could revisit cases that were deprioritized under the (EO) and new enforcement guidelines, provided the statute of limitations has not expired. Second, the EO temporarily paused FCPA enforcement for up to a year, allowing for the development of new enforcement guidelines. Once these are finalized, FCPA investigations and prosecutions are expected to resume, potentially with a more focused scope. However, the EO and the Bondi Memo don’t alter the FCPA or FEPA statutes, which remain under Congressional control. These actions primarily impact the DOJ’s discretion on case selection. During this interim period, it is unclear how the DOJ will address ongoing whistleblower tips and investigations, some of which may have been active for several years. The SEC, which retains civil enforcement authority over the FCPA, is not specifically mentioned in the EO or the Memo. However, it is anticipated that the SEC will adopt an enforcement approach aligned with the DOJ’s stance.

Globally, foreign regulators might attempt to fill the void left by the US pause in enforcement. Ironically, this could lead to more informal collaboration between US prosecutors and their foreign counterparts, especially through frameworks like the OECD Anti-Bribery Convention’s Working Group. However – under the EO – DOJ leadership could seek to limit such coordination if it contradicts US national security or economic interests. Multinational companies must continue developing anti-corruption compliance strategies that address global risks. Companies with a broad international presence are likely subject to other major anti-corruption laws (e.g., UK Bribery Act, the 2013 Brazilian Anti-Corruption Law), among others. Thus, the precise scope of enforcement after the release of the DOJ’s new guidelines remains uncertain. Two potential focus areas include: (i) national security concerns related to critical infrastructure (mineral resources/deep-water ports), and (ii) the Memo’s emphasis on (TCOs) and cartels in foreign corruption cases. While companies rarely knowingly engage with TCOs or cartels, they might form legitimate relationships with third parties that have been infiltrated by these organizations. It remains to be seen how strong a connection the DOJ will require between TCO/cartel activity and the alleged misconduct. It is also possible that more flexibility will be allowed for investigations involving foreign companies.

National Security and Key Infrastructure: The EO emphasizes that US national security depends on securing strategic advantages, and the DOJ’s new guidelines will likely reflect these concerns and influence the prosecutorial decisions regarding cases that align with national security objectives. These could include industries like semiconductor manufacturing, digital infrastructure, space security, and critical communications assets. Additionally, the administration may consider whether the target of an investigation is a predominantly US-based company. Notably, only one of the ten largest FCPA enforcement actions in terms of monetary penalties has involved a predominantly US company. Companies operating in high-risk regions may face difficult decisions about whether to make protection payments to safeguard employees or assets.

So, How Companies or Businesses Should Respond?

Despite the uncertainty surrounding the new enforcement guidelines, companies should maintain their anti-corruption compliance programs and continue enhancing third-party risk management strategies.

• Mitigate Risks of TCO and Cartel Involvement and Enhanced Due Diligence Should be Applied Selectively to Higher-risk Relationships and Conducted by Experts

Companies should work to prevent inadvertently partnering with entities connected to TCOs or cartels by conducting enhanced due diligence on high-risk third parties. This is especially crucial as the current administration seeks to designate more TCOs and cartels as Foreign Terrorist Organizations (FTOs), which could expose companies to severe penalties for providing “material support” to these groups. Key strategies include: (a) leveraging Artificial Intelligence (AI) tools to detect patterns and anomalies in transactions; (b) training employees in risk-sensitive roles to recognize TCO and cartel-related red flags; (c) reassessing/updating extortion payment policies to ensure compliance and safety, and (d) investigating reports of improper conduct and addressing root causes when necessary.

• Investigate/Remediate Issues: Companies should continue investigating and addressing both existing and new potential violations as the DOJ develops its enforcement guidelines. Strong remediation practices not only support a robust compliance program but also provide a solid defense if regulators scrutinize the company’s response. Loosening compliance controls in the short term could lead to challenges in restoring them under future administrations that take a stricter attitude to anti-corruption enforcement.

While new investigations are unlikely to proceed during the pause, certain ongoing investigations may continue, especially those close to resolution or involving TCOs, cartels, or non-US entities. The long-term impact of the EO and Bondi Memo remains unclear, and companies should stay vigilant as enforcement strategies evolve. For now, enhancing due diligence and risk management practices around TCO and cartel connections is crucial. In the future, companies must not neglect their anti-corruption efforts, as future administrations could still pursue investigations within the statute of limitations. The FCPA EO and Total Elimination Memo indicate potential shifts in the enforcement of the FCPA, but the full impact of these changes is still unclear. Once Attorney General Bondi provides further guidance, companies will be able to better assess the nature of these changes. Until then, businesses are encouraged to continue operating under their current global anti-bribery policies and procedures to ensure ongoing compliance with the FCPA, as well as other international and domestic laws.

Enacted in 1977, the FCPA forbids companies operating in the United States from bribing foreign officials. Over the years, it has evolved into a key framework for how American businesses conduct themselves internationally. “It’s going to mean a lot more business for America,” Trump said while signing the order in the Oval Office. Trump wanted to strike down FCPA during his first term in office. He has called it a “horrible law” and said “the world is laughing at us” for enforcing it. Anti-corruption watchdog Transparency International (TI) said FCPA made the United States a leader in addressing global corruption.

Mohamed Arafa, SJD, is a Professor of Law at Alexandria University Faculty of Law (Egypt) and an Adjunct Professor of Law & the Clarke Initiative Visiting Scholar at Cornell Law School.