FCPA Opinion Procedure Release 95-02 came from two U.S. companies planning to enter into transactions in a foreign country. One company has offset obligations. The other company generates offset credits through new subsidiary. The majority of investors in the new subsidiary will be foreign government officials.
Among other agreements with the investors/government officials:
The shareholders are passive investors in Newco and will exercise no management control in Newco while holding a government office.
The shareholders will recuse themselves from any government decision with respect to any matter affecting Newco or Company A; although a shareholder may hold a foreign government position, his official duties do not include responsibility for deciding or overseeing the award of business by that government to the parties to this request, and he will not seek to influence other foreign government officials whose duties include such responsibilities.