On June 9, 2025, the United States Department of Justice (“DOJ”) released new guidelines on the enforcement of the Foreign Corrupt Practices Act (“FCPA”), in compliance with Executive Order 14209 (“Executive Order”), signed by President Donald Trump on February 10, 2025. The order had temporarily suspended FCPA related enforcement proceedings for 180 days, with the aim of aligning its application with the strategic and economic interests of the United States (“US”).

Main Changes

The new guidelines establish criteria for the prioritization of investigations, focusing on:

• Conduct with clear indications of intentional corruption, especially those involving significant payments, the use of intermediaries or sophisticated concealment efforts;
• Cases with an impact on the competitiveness of American companies, especially in strategic sectors such as infrastructure, defense, energy and technology;
• Situations with a risk to US national security, including payments to public officials; and
• Conduct related to transnational criminal organizations, such as cartels, money laundering schemes and the use of shell companies.

In addition, the new DOJ guidelines advise against prioritizing investigations involving gratuities, hospitalities and customary business practices, unless these practices are part of a larger scheme or reveal corrupt intent. The amounts involved should be considered by prosecutors before opening an investigation.

The new guidelines also instruct DOJ prosecutors to consider whether foreign law enforcement authorities are “willing and able” to investigate possible violations before opening a new investigation.

Implications for businesses

Although the formal suspension period provided for in the Executive Order has not expired, the publication of the new guidelines and the resumption of investigations based on them indicate that, in practice, enforcement of the FCPA has been re-established.

While the guidelines signal a more pragmatic stance from the DOJ, the FCPA remains in force and its enforcement remains active.

The DOJ's new guidelines do not point to a possible reduction in the activities of American authority, but rather to the definition of priorities. In fact, the DOJ is expected to be even more active in prosecuting certain types of conduct and that it will henceforth target companies and individuals of certain nationalities as priority targets. In this sense, it is reasonable to expect that the DOJ's new FCPA enforcement guidelines and strategies will cause prosecutors to focus less on US companies and more on foreign companies and individuals, international cartels and transnational criminal organizations.

It is worth noting that companies operating outside the US, including Brazilian entities, can be affected by the rules whenever there is a connection with the American territory, whether through payments in dollars, use of infrastructure in the US, issuance of securities on American stock exchanges or the operations of local subsidiaries. In fact, the new guidelines have not brought any changes to the expansive interpretation of the applicability of the FCPA that has been used by the DOJ in recent years.

The new guidelines do not exempt companies from responsibility for corrupt practices. On the contrary, they reinforce the need for integrity strategies that are proportionate to the specific risks of each sector and jurisdiction.

Companies should be cautious when considering possible changes due to the new FCPA enforcement guidelines and should seek guidance before possibly relaxing their integrity frameworks. FCPA investigations often involve conduct that spans many years and different governments. There is no guarantee that the DOJ's priorities today will be maintained in the coming years.

Vella Pugliese Buosi e Guidoni Advogados remains at your disposal to assist companies in analyzing related regulatory risks and structuring robust compliance programs aligned with best international practices. For more information, please contact us.