Anti-Corruption & Compliance

The team upholds a solid ethical foundation, fostering trust among all parties in negotiations and enhancing communication to reach successful outcomes.

Targeted companies and industries facing anti-corruption investigations or prosecutions often encounter significant disruptions in their operations, irreparable reputational damage, and the risk of substantial financial penalties. These issues can also affect employee morale, shareholder confidence, and public trust. For companies engaged in global joint ventures, mergers, acquisitions, or other business arrangements, thorough due diligence is critical to avoid inheriting risks or liabilities stemming from a partner’s past actions.

The Foreign Corrupt Practices Act (FCPA) of the United States has long been a key driver of global anti-corruption enforcement. In recent years, there has been a notable increase in enforcement under anti-corruption laws in other jurisdictions, particularly in Brazil. With pioneering experience in anti-corruption practices in Brazil, TCMB, in collaboration with our global offices, offers clients comprehensive support to navigate an evolving global framework of anti-corruption laws. This includes addressing data privacy and privilege issues often associated with cross-border investigations.

Our team provides expert guidance on the intricacies of the Brazilian Clean Companies Act (CCA), the FCPA, and the UK Bribery Act, along with the interplay between these and other local anti-corruption laws worldwide. In addition to Brazilian law, we also offer legal consultancy services globally.

We have extensive experience managing parallel investigations and litigation spanning Brazil, the US, Europe, and Asia—now a frequent occurrence. Our expertise encompasses the anti-bribery and accounting provisions of the FCPA, UK Bribery Act, and Brazilian CCA, among others. Our services include:

Corporate Compliance Programs

We assist clients in designing and implementing robust internal compliance programs to minimize the risk of anti-corruption violations, with particular focus on the requirements of the Brazilian CCA and Federal Decree 8,420/2015. This involves:

• Conducting compliance risk assessments to identify strengths and gaps.
• Formulating compliance policies tailored to specific corporate cultures and global operations.
• Developing training and educational materials.
• Drafting compliance certifications and guiding internal auditors in compliance-focused audits.
• Offering support for post-acquisition compliance integration to mitigate successor liability.

Prospective Transactions

We support clients in evaluating and structuring prospective transactions to align with anti-corruption laws, including:

• Conducting due diligence on key compliance risks.
• Addressing these risks through informed negotiations, representations, warranties, and indemnification provisions.
• Advising on engagement with foreign agents, consultants, and joint-venture partners by providing contract language and background check strategies to ensure compliance.

Internal Investigations

Our team is adept at conducting internal corporate investigations into potential violations of anti-bribery and anti-corruption laws, as well as related statutes like antitrust laws, Brazilian Public Procurement Laws, the US Travel Act, and global money laundering statutes. Our services include:

• Document review and retention.
• Interviews with directors, employees, and other stakeholders.
• Advising boards and audit committees on investigation findings.
• Addressing attorney-client privilege, electronic discovery, and data privacy concerns.

With a team of over 25 highly trained lawyers dedicated to internal investigations, we are among the largest and most experienced firms in Brazil for such matters.

Enforcement Proceedings

We assist clients in preparing for and responding to enforcement actions by the Brazilian Office of the Comptroller General (CGU), Public Prosecutors, the US Department of Justice (DOJ), the Securities and Exchange Commission (SEC), and the UK’s Serious Fraud Office (SFO). Our services include:

• Negotiating the scope of enforcement actions.
• Responding to document requests and preparing submissions.
• Representing clients in meetings with regulators and defending against prosecutions or civil actions.
• Negotiating settlements where appropriate.

Our extensive global network ensures seamless support across jurisdictions, enabling clients to effectively manage complex multinational compliance challenges.