Introduction

This Policy applies to the Mayer Brown Practices and Mayer Brown Consultancies as defined on our Legal Notices page. Unless the context otherwise requires, any reference to "Mayer Brown" in this Policy is to the Mayer Brown Practices and the Mayer Brown Consultancies taken together.

Mayer Brown is committed to achieving the highest standards of ethical conduct and to ensuring that it, its lawyers, employees and others who may provide services on its behalf, act in compliance with all applicable laws of the countries in which Mayer Brown operates. This includes compliance with all laws, domestic and foreign, prohibiting improper payments or inducements to any person, including Public Officials.¹ To ensure compliance with these laws, Mayer Brown has adopted this Global Anti-Corruption Policy. This Policy applies, subject to and in accordance with any applicable local law and regulatory requirement, to each partner and fixed share partner, all other lawyers, and employees of Mayer Brown and to each agent, representative, consultant, and independent contractor acting on behalf of or retained by Mayer Brown on behalf of a client (collectively, "Mayer Brown Representatives").

Statement of Policy

Mayer Brown does not tolerate any form of bribery or corruption and it is a requirement of this Policy that all Mayer Brown Representatives comply with both the letter and the spirit of this Policy and all applicable anti-corruption laws.

a.    The giving of bribes

Mayer Brown Representatives must not:

(i) make; or
(ii) offer or promise to make; or
(iii) authorize or procure anyone to make:

any payment or gift of money or anything of value, or gift or conveyance of any financial or other advantage,² either directly or indirectly, to or for the benefit of any person (including a Public Official whether "domestic" or "foreign") that is (or may appear to be) inducing, securing, or rewarding the improper performance³ by any person of any function or activity⁴ (whether or not it was done to obtain or retain business or a business advantage).⁵

b.    The receipt of bribes

Furthermore, Mayer Brown Representatives must not solicit, request, agree to receive or accept, directly or indirectly, any financial or other advantage or anything of value that is (or may appear to be) related to inducing or rewarding improper performance by any Mayer Brown Representative of any function or activity.

c.    Bribes paid through a third party

Mayer Brown Representatives must not:

(i) make; or
(ii) offer or promise to make; or
(iii) authorize or procure anyone to make:

any payment or gift of money or anything of value, or gift or conveyance of any financial or other advantage, either directly or indirectly, to a third party if they know or suspect that it will be offered to or for the benefit of any person (including a Public Official whether "domestic" or "foreign") and that it will be (or may appear to be) inducing, securing, or rewarding the improper performance by any person of any function or activity (whether or not it will be done to obtain or retain business or a business advantage).

d.    Helping or allowing others to give or receive bribes

Mayer Brown Representatives must not consent to, or connive in, aid or abet, counsel or procure the commission of any of the above.

Mayer Brown Representatives must not conspire with, aid or abet, counsel or procure any third party (including a client of Mayer Brown) in the contravention of any applicable anti-corruption laws.

e.    Internal controls

Each Mayer Brown Practice and Mayer Brown Consultancy must:

• maintain a reasonable system of internal controls to prevent any improper or corrupt payments; and
• ensure that all financial transactions are accurately and fairly recorded in that practice's books and records.

f.     Effect of failure to comply

Mayer Brown Representatives who contravene any applicable anti-corruption laws may expose Mayer Brown and themselves to significant criminal and/or civil sanctions. A failure to act in accordance with the letter and spirit of applicable anti-corruption laws and Mayer Brown's Global Anti-Corruption Policy may result in disciplinary or other action by Mayer Brown against the persons concerned.

Such failure may also be reportable to and/or give rise to disciplinary action by professional bodies regulating the Mayer Brown Representative.

Anti-Corruption Laws

Because Mayer Brown is a global law firm, Mayer Brown Representatives must comply with the domestic anti-corruption laws of many different countries. In some countries where Mayer Brown operates, the anti-corruption laws have global application (for example, the US Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010 (the "Bribery Act"). The primary focus of some of these laws, including the FCPA, is to prohibit improper inducements to "foreign" Public Officials or in connection with international business transactions. However, the laws of many countries, including most (if not all) of the countries in which Mayer Brown operates, also prohibit the bribery of "domestic" Public Officials. Moreover, numerous countries have adopted "commercial" bribery laws which, in essence, prohibit the offering, promising, or giving to persons in the private sector of any inducements or reward for the improper performance of any function or activity. The request for, agreement to receive, or acceptance of any such inducement or reward is also prohibited.

Specifically, the FCPA and the Bribery Act have wide territorial application but they are not unique in operating on an extraterritorial basis. All US citizens are subject to prosecution under the FCPA, even if the bribery offense occurred entirely outside the United States. The nationals of other countries may also be prosecuted under the FCPA if the conduct amounting to the bribery offense has a connection with the United States. Under US law, any Mayer Brown Representative who commits a bribery offense contrary to the FCPA will also expose Mayer Brown to the risk of prosecution. Pursuant to the Bribery Act, all UK citizens, persons who are ordinarily resident in the UK as well as companies and partnerships which are incorporated or formed in the UK, may be prosecuted in the UK for bribery offenses, even if those offenses were committed wholly outside the United Kingdom. Furthermore, if Mayer Brown Representatives commit a bribery offense anywhere in the world, Mayer Brown may be prosecuted in the UK courts for failing to prevent that bribery from occurring.

Mayer Brown Representatives are not expected to become experts in the anti-corruption laws applicable to them. They should, however, be aware of the circumstances when corruption concerns may arise as a result of anti-corruption laws of their own and other jurisdictions and adjust their behavior accordingly. If in doubt, they should seek guidance from the relevant Anti-Corruption Partner or Anti-Corruption Compliance Officer appointed by each of the Mayer Brown Practices and Mayer Brown Consultancies.

Risk Assessment and Procedures

Mayer Brown regularly carries out a risk assessment identifying and prioritizing anti-corruption risks. This includes an evaluation of the jurisdictions in which Mayer Brown operates, the markets for its particular services, the extent to which it uses third parties to act on its behalf, and the degree of interaction with Public Officials. Each Mayer Brown Practice and Mayer Brown Consultancy will develop its policies and procedures based on its evaluation of those risks, which shall be approved by the Global General Counsel.

Education and Training

Mayer Brown implements and maintains a program to provide regular anti-corruption education and training to its partners and staff. Training sessions include on-line courses and in-person presentations regarding anti-corruption laws and Mayer Brown's Global Anti-Corruption Policy.

Questions

Any questions about this Policy should be raised with the relevant Anti-Corruption Compliance Officer appointed by each of the Mayer Brown Practices and Mayer Brown Consultancies.

 

Endnotes:

1. "Public Official" for the purposes of this Policy includes:

(a) all officials, employees, agents, and representatives of any branch or level of government (executive, legislative or judicial and whether national, state or local) or of any government department or agency (including advisers to such agencies and branches);

(b) directors, officers, and employees of State-owned or controlled companies (including their consultants, advisers, agents and other representatives);

(c) political parties, party officials, and candidates for office;

(d) officials and employees of public international organizations such as the World Bank, European Union, or the United Nations (including their consultants, advisers, agents and other representatives); and

(e) any other person who, by reason of domestic law in any jurisdiction in which the Firm practices, would be considered or deemed a Public Official.

2. The terms "anything of value" and "financial or other advantage" are to be construed broadly. They include not only cash but also gifts, gift cards, items bearing logos and other tangible items, electronic equipment, clothing, meals, entertainment (for example, concert, theater, sport, or other similar event invitations without a prevailing business character), travel, lodging, transportation, loans, use of property or equipment, charitable contributions, and job offers.

3. The "performance" or "failure" to perform any function or activity is "improper" if it breaches the expectations of good faith or impartiality or breaches a position of trust. Additionally, in certain Asian jurisdictions, it is "improper" if the performance of a function or activity (even if done properly) has been brought about by the payment, gift, or offer of financial or other advantage that was made without lawful authority or reasonable excuse.

4. The term "function or activity" includes a function of a public nature or an activity connected with a business or performed in the course of employment by or on behalf of a body of persons and the person performing the function or activity is expected to perform it in good faith and impartially or is in a position of trust by virtue of performing it.

5.This prohibition includes, but is not limited to, offering, paying, promising to pay, or authorizing the payment of anything of value to any Public Official directly, or indirectly through another person, to influence any act or decision of the Public Official in the Public Official's official capacity, to induce the Public Official to do or omit to do any act in violation of the lawful duty of the Public Official, to secure any improper advantage, or to induce the Public Official to influence any act or decision of a government or government instrumentality, in order to obtain or retain business for, or direct business to, any person.