The anti-bribery provisions of the Foreign Corrupt Practices Act (FCPA) refer to “issuers” and “domestic concerns” — who are issuers and domestic concerns under the FCPA?
Under the FCPA, an “issuer” is any company whose securities are issued in accordance with section 12 of the Exchange Act or any company that is required to make periodic reports in accordance with section 15 of the Exchange Act. The FCPA defines a domestic concern as “any individual who is a citizen, national, or resident of the United States, and any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship which has its principal place of business in the United States, or which is organized under the laws of a State of the United States or a territory, possession, or commonwealth of the United States.” 15 U.S.C.A. § 78dd-2(h)(1)(A)-(B). Just to sew up any loose ends, the FCPA also refers to “any persons” other than issuers and domestic concerns who do anything in furtherance of a corrupt payment.
