Welcome back to the podcast, bribes, swindle, or steel. I'm Alexandra Rogge, and today we're talking about the recent opinion procedure release from the U.S. Department of Justice addressing extortion. My guest is Bill Steinman, founding partner of Steinman and Rogers, a boutique law firm focused

exclusively on anti-corruption. Bill has been on the podcast before, and I'm delighted to have

him back. Bill, thank you for joining me. It's a pleasure to be here. Why don't you talk us through

this opinion procedure release? OPRs are rare, and guidance on extortion versus bribery is probably even rarer. What does

this mean? And to what extent, and this is the tricky second part of the question, to what

extent can companies rely on this? Great questions. Well, let me start with a little bit of

background about how the FCPA, U.S. criminal law, generally, deals with extortion.

So we all know that the FCPA prohibits paying bribes to government officials to get things that you're not entitled to, including helping you obtain and retain business.

And the DOJ and the SEC, rightfully so,

have long held that circumstances involving extortion where a non-U.S. government official

seeks to obtain a bribe under extreme conditions of duress, usually a threat and imminent threat to physical harm.

The paradigm is a security official who threatens to beat you up if you don't slip them some cash.

Under U.S. criminal law, that can't constitute a bribe that violates the FCPA because the person from whom the bribe is sought,

the victim, is under a state of mental duress and they therefore can't have corrupt intent,

which as we know is a requisite to an FCPA violation. A lot of companies, as a result, include provisions in their policies and

procedures that say, hey, employees, if you're in a circumstance where somebody is threatening

you with imminent harm, you can make a small payment to avoid the harm so long as you report it

later, and you only make the payment to the extent necessary to avoid the harm. And you don't

have to get prior approval because usually in these circumstances, there isn't an opportunity to do

so. You're facing imminent physical harm. So when this OPR came out in January, at first blush,

as I scanned it through, I thought, oh, this is going to be a plain

vanilla circumstance involving employees who are facing risk. And in truth, probably would have

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