President Trump’s Executive Order pauses FCPA enforcement pending Attorney General review

On February 10, 2025, President Donald Trump signed an Executive Order (EO) directing Attorney General (AG) Pam Bondi to pause enforcement of the Foreign Corrupt Practices Act (FCPA) until new enforcement guidelines and policies addressing FCPA enforcement are published, with the stated goal of restoring American competitiveness and security (FCPA EO).

The EO and its related fact sheet come on the heels of a series of memoranda outlining new enforcement priorities for the US Department of Justice (DOJ) that AG Bondi issued to the Department on February 5, 2025. Only one of the 15 Bondi memoranda – the memorandum entitled, “Elimination of Cartels and Transnational Criminal Organizations” (Total Elimination Memo) – explicitly touches on the FCPA and may serve as a blueprint for the development of the upcoming FCPA enforcement guidelines.

In this alert, we explore how these recent developments may impact the enforcement of the FCPA and how companies may respond to these changes.

The FCPA EO and related fact sheet

The FCPA EO aims to eliminate excessive barriers to American commerce abroad and promote national security interests.

The FCPA EO was issued against the Trump Administration’s policy to “preserve the Presidential authority to conduct foreign affairs and advance American economic and national security by eliminating excessive barriers to American commerce abroad,” and with the view that the FCPA has been used as an enforcement mechanism that has harmed US economic interests and foreign policy objectives, thereby curtailing the President’s Article II powers.

The FCPA EO explains that the country's national security hinges on the ability to gain strategic business advantages “whether in critical minerals, deep-water ports, or other key infrastructure or assets,” and that the “over expansive and unpredictable” use of the FCPA “for routine business practices in other nations” actively harms the country’s economic competitiveness and national security, and wastes prosecutorial resources that “could be dedicated to preserving American freedoms.”

The FCPA EO orders review of existing FCPA investigations and bars initiation of new FCPA investigations or enforcement until publication of new enforcement guidelines in 180 days.

The FCPA EO prescribes an initial 180-day review period during which time the Attorney General has three tasks. First, the Attorney General shall bar the initiation of any new FCPA investigations or enforcement actions, unless the Attorney General makes an individual exception (the standard for such an exception is not set forth in the FCPA EO). Second, the Attorney General shall review all existing FCPA investigations and enforcement actions considering the FCPA EO and the President’s stated objectives. Third, the Attorney General shall issue updated guidelines and/or policies that “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 also describes what will happen at the conclusion of the initial review period, which the Attorney General may extend by an additional 180 days if deemed appropriate. First, the EO states that any investigations or enforcement actions “initiated or continued” after the review period must be authorized by the Attorney General and will be subject to the revised guidelines and policies. The FCPA EO does not describe what form such authorization will take. Second, the Attorney General will determine whether remedial actions for past inappropriate FCPA investigations and enforcement actions are appropriate, and will issue consistent recommendations to the President. The standard for determining whether a past action was “inappropriate” is not defined, but may signify that they are not in compliance with the to-be-issued guidelines and policies. These will likely be developed in line with the priorities set forth in the Bondi memoranda and, more specifically, the Total Elimination Memo.

The Total Elimination Memo

This memorandum serves to implement President Trump’s policy for the total elimination of cartels and transnational criminal organizations (TCOs) that pose a threat to US sovereignty and public safety. See our prior alert regarding the Total Elimination Memo here. The Total Elimination Memo modifies several policies in connection with enforcement involving the FCPA and money laundering and asset forfeiture that may delay or hinder aggressive prosecutions of cartels and TCOs. These policy changes may serve as a blueprint for Bondi’s review of ongoing FCPA investigations and enforcement of the FCPA, and may preview the upcoming FCPA enforcement guidelines.

Specifically, the Total Elimination Memo directs federal prosecutors to prioritize investigations related to foreign bribery that facilitate the criminal operations of cartels/TCOs and shift focus away from unrelated investigations and cases. The memorandum also suspends the portions of the Justice Manual requiring (1) the Criminal Division’s authorization for an investigation or prosecution of a case under the FCPA or the Foreign Extortion Prevention Act (FEPA) and (2) investigations and prosecutions of these matters to be conducted by the Fraud Section. Note that the suspension of these two requirements only applies “matters relating to foreign bribery associated with Cartels and TCO.”

Consistent with the Total Elimination Memo and FCPA EO, the upcoming FCPA enforcement guidelines may explicitly direct the department to enforce the FCPA in matters where bribery facilitated the criminal operations of cartels/TCOs and/or finance or otherwise facilitated criminal activities that fall within the new administration’s priorities, such as terrorism, evasion of trade and sanctions restrictions, illegal immigration, and, more broadly, activities that may compromise national security interests.

Key takeaways

The FCPA EO and Total Elimination Memo raise more questions than answers relating to enforcement of and compliance with the FCPA, particularly during the review period. However, at present, companies may consider the following:

1. Continued FCPA compliance focus: Neither the FCPA EO nor the Total Elimination Memo change any of the substantive DOJ expectations with regard to the FCPA, but rather orders the review of existing guidance and enforcement activity. Consistent with the FCPA EO and the Total Elimination Memo, corruption tied to cartels, TCOs, and other activities that fall within the new administration’s priorities may be at the forefront of DOJ’s efforts. Companies may therefore continue to operate under their existing anti-bribery compliance programs. Until more crystallized guidance and policies emerge following the Attorney General’s review, companies are advised to continue to follow their existing anti-bribery and anti-corruption policies and procedures in line with their corporate values. In addition, companies publicly traded in the US still need to respond to auditors, who will maintain access to hotline reports and will expect matters involving foreign bribery to be investigated and remediated prior to issuing an audit attestation letter.
   
   
2. Civil enforcement of the FCPA: While the FCPA EO and Total Elimination Memo highlight the DOJ’s FCPA enforcement priorities, the US Securities and Exchange Commission (SEC) – which oversees civil FCPA enforcement for US issuers – has yet to provide its perspective. To date, the SEC has not announced any modifications to its FCPA enforcement program, although further guidance may be forthcoming. In the long term, these changes could potentially shift the primary responsibility for FCPA enforcement from the DOJ to the SEC.
   
   
3. Statutes of limitations: While the FCPA EO and the Total Elimination Memo envision changes to the enforcement of the FCPA under the current administration, the statute of limitations for FCPA violations will outlast the current administration. The FCPA has a statute of limitations of five years for violations of the anti-bribery provisions. Therefore, any FCPA violations occurring over the next four years may be the subject of enforcement actions under a new administration.
   
   
4. Other domestic laws and regulations: Additionally, conduct underlying a violation of the FCPA may also trigger violations of other global and domestic laws. For example, conduct which once was investigated as a violation of the FCPA may also constitute a violation of bid rigging laws, fraud laws, and competition laws. While the FCPA EO suspends enforcement of the FCPA, corruption may remain a focus of the US Attorneys’ Offices (USAOs). Specifically, USAOs may continue to pursue white collar cases involving bribery, while still technically complying with the FCPA EO and Total Elimination Memo. These cases may be brought under different legal theories, such as the Travel Act, mail/wire fraud, and money laundering. The DOJ or other regulators may still look to investigate company conduct as it relates to other statutes.
   
   
5. Other global anti-bribery laws and regulations: While the FCPA is perhaps the most widely known anti-bribery law globally, it is certainly not the only law with which global companies need to comply. Companies should be aware that anti-bribery laws exist in numerous jurisdictions around the globe. Any changes to FCPA enforcement brought about by the EO will likely have no impact on the enforcement of laws such as the UK Bribery Act, French Sapin II Anti-Bribery Law, and other global anti-bribery laws.

Ultimately, the FCPA EO and Total Elimination Memo signal changes to the FCPA enforcement landscape, but the full extent of these changes is unknown. Once Attorney General Bondi issues further guidance, companies may begin to assess the nature of these changes.

Until then, companies are encouraged to continue operating under their current global anti-bribery policies and procedures to ensure that they remain compliant with the FCPA and other international and domestic laws.

For more information, please contact the authors.