Or Vc7e_—_—_ST_—_—_—S—S—S—S—= directors, employees, agents, or stockholders acting on How Can | Tell If My Company Is an “Issuer”? behalf ofa domestic concern, including foreign nationals or # It is listed on a national securities exchange in the companies, are also covered.” United States (either stock or American Depository REeEIpEsh <E Territorial Jurisdiction—15 U.S.C. § 78dd-3 = The company’s stock trades in the over-the- The FCPA also applies to certain foreign nationals or counter market in the United States and the entities that are not issuers or domestic concerns.** Since company is required to file SEC reports. 1998, the FCPA’s anti-bribery provisions have applied to * To see if your company files SEC reports, go to foreign persons and foreign non-issuer entities that, either SEC's website at http://www.sec.gov/edgar/ searchedgar/webusers.htm. directly or through an agent, engage in avy act in further- ance of a corrupt payment (or an offer, promise, or authori- CEE zation to pay) while in the territory of the United States.” Also, officers, directors, employees, agents, or stockholders issuers. A company is an “issuer” under the FCPA if it acting on behalf of such persons or entities may be subject has a class of securities registered under Section 12 of the to the FCPA’s anti-bribery prohibitions.*° Exchange Act® or is required to file periodic and other reports with SEC under Section 15(d) of the Exchange What Jurisdictional Conduct Triggers the Anti- Act.” In practice, this means that any company with a Bribery Provisions? class of securities listed on a national securities exchange in The FCPA’s anti-bribery provisions can apply to the United States, or any company with a class of securi- conduct both inside and outside the United States. Issuers ties quoted in the over-the-counter market in the United and domestic concerns—as well as their officers, directors, States and required to file periodic reports with SEC, is an employees, agents, or stockho