Brazil Corruption Law: Key Risks for US Companies

Unlike the FCPA, Brazil's new anti-corruption law prohibits facilitation payments. (Photo: Eugene Pivovarov)

Expert Panel: Todd Crider, Simpson Thacher & Bartlett; Matteson Ellis, Miller & Chevalier; Adolfo R. Garcia, Brown and Rudnick and Drew Harker, Arnold & Porter.

Key risks US and multinational firms should be aware of, including how it compares with the FCPA and UK Bribery Act.


US companies doing business in Brazil need to be aware of the country’s new anti-corruption law, which in some ways goes further than the US Foreign Corrupt Practices Act, while in others presents a series of new risks, experts warn. The Anti-Bribery Law (Law No. 12,846/2013) was signed by President Dilma Rousseff in August and went into effect on January 29, 2014.

“The Anticorruption Law presents new risks for foreign companies doing business in Brazil,” says Adolfo Garcia, a partner at Brown and Rudnick. “The fact that the conduct prohibited under this law is not illegal in other jurisdictions is no defense to liability. “

The Anti-Bribery Law makes it unlawful "to promise, offer or give, directly or indirectly, an undue advantage to a public agent or to a third person related to the public agent." This prohibition is similar to the FCPA’s anti-bribery provisions, as well as the UK Bribery Act’s prohibitions.

“But Brazil’s law goes further to prohibit other misconduct that is related to public procurements as well, such as fraud and bid rigging,” says Matteson Ellis, Special Counsel at Miller & Chevalier and Founder/Principal at Matteson Ellis Law. “In this way, the Brazilian law is broader than the other laws.”


Similar to the FCPA and the UK Anti-Bribery Act, the Anticorruption Law imposes successor liability in the event of mergers and acquisitions, Garcia says. However, the successor liability cannot ...

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Keywords: Arnold & Porter, Bribery Act, Brown & Rudnick, Facilitation Payments, FCPA, Leniency, Liability, Miller & Chevalier, Matteson Ellis Law, Proof of Intent, Simpson Thacher & Bartlett

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