DOJ Opinion Procedure DO4J's opinion procedure is a valuable mechanism for companies and individu- als to determine whether proposed conduct would be prosecuted by DOJ under the FCPA.** Generally soeaking, under the opinion procedure process, parties submit information to DOJ, after which DOJ issues an opinion about whether the proposed conduct falls within its enforcement policy. All of DOJ’s prior opinions are available online.*” Parties interested in obtaining such an opinion should follow these steps: First, those seeking an opinion should evaluate whether receive an opinion. If the transaction involves more than their question relates to actual, prospective conduct. The one issuer or domestic concern, consider making a request opinion procedure cannot be used to obtain opinions on for an opinion jointly, as opinions only apply to the parties purely historical conduct or on hypothetical questions. DOJ that request them.” will not consider a request unless that portion of the transac- Third, those seeking an opinion must put their request tion for which an opinion is sought involves only prospective in writing. The request must be specific and accompanied conduct, although the transaction as a whole may have com- by all relevant and material information bearing on the con- ponents that already have occurred. An executed contract duct and circumstances for which an opinion is requested. is not a prerequisite and, in most—if not all—instances, an Material information includes background information, opinion request should be made before the requestor com- complete copies of all operative documents, and detailed mits to proceed with a transaction.“” Those seeking requests statements of all collateral or oral understandings, if any. should be aware that FCPA opinions relate only to the Those seeking opinions are under an affirmative obligation FCPAs anti-bribery provisions.“ to make full and true disclosures.” Materials disclosed to Second, before making the request,