# Draft Fcpa Investigation Plan Memorandum > Investigation plan memorandum for an internal FCPA investigation, covering scope definition, privilege protection, witness interview sequencing, document preservation with targeted IT preservation steps where warranted, voluntary self-disclosure assessment, and immediate remedial steps triggered by red flags in the record. - Skill: `finchipaiorg/draft-fcpa-investigation-plan-memorandum` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-fcpa-investigation-plan-memorandum` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-fcpa-investigation-plan-memorandum/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-fcpa-investigation-plan-memorandum --- # Skill: Draft Internal FCPA Investigation Plan Memorandum ## 1. Subject-matter triage - Treat the assignment as a counsel-directed investigation plan for an Audit Committee, not a generic risk summary. - Identify the suspected misconduct lane at the outset: anti-bribery exposure, books-and-records exposure, internal-controls failure, or all three. - Separate confirmed facts from allegations, inference, and open questions; the plan should show what is known now and what must be tested next. - If the materials show an evidence-destruction risk, immediate preservation steps take priority over deeper merits analysis. - If the record contains an agent or intermediary tied by family, personal, or business relationship to a foreign official, treat that as a primary red flag and build tracing steps around it. - If the facts suggest possible government awareness or parallel inquiry, the self-disclosure question becomes time-sensitive and must be addressed expressly. ## 2. Failure modes the skill is correcting - The memorandum stays at a high level and fails to convert red flags into concrete next steps, owners, and timing. - Preservation recommendations are generic rather than tailored to the devices, accounts, custodians, or data sources implicated by the record. - Interview sequencing is random or seniority-driven, instead of preserving fact development and minimizing contamination of testimony. - Privilege protection is assumed rather than operationalized through counsel direction, distribution controls, and interview warnings. - The self-disclosure discussion is treated as background instead of a live strategic decision with enforcement consequences. - Books-and-records and internal-controls exposure are omitted or collapsed into the anti-bribery issue. - Parallel proceedings, employee counsel concerns, and self-incrimination issues are not integrated into the plan. - Recommendations are stated as observations rather than imperative actions tied to responsible roles and timing. ## 3. Legal frameworks / domain conventions that apply - FCPA anti-bribery analysis should be framed under 15 U.S.C. §§ 78dd-1, 78dd-2, and 78dd-3, with attention to payment, foreign official status, corrupt intent, and business purpose. - Books-and-records and internal-controls exposure should be analyzed under Exchange Act § 13(b)(2)(A) and § 13(b)(2)(B). - Intermediary knowledge and wilful blindness can matter where payments move through agents, consultants, distributors, or other third parties. - A state-owned enterprise employee or similar government-linked actor may qualify as a foreign official. - Privilege and work product should be preserved by directing the investigation through counsel and using Upjohn warnings for employee interviews. - Upjohn Corp. v. United States and the company’s own privilege policies should govern witness communications; do not assume individual representation. - Voluntary self-disclosure analysis should be anchored in DOJ corporate enforcement policy concepts: timeliness, completeness, cooperation, and remediation. - Document preservation should track ordinary preservation-duty principles and e-discovery best practices; where needed, favor targeted holds, access restrictions, device preservation, and forensic collection before routine systems changes. - Where parallel regulator, civil, or employment proceedings are possible, the plan should account for privilege, confidentiality, and self-incrimination issues. ## 4. Analytical scaffolds - Start with a short preliminary assessment: what prompted the review, what the core theory of misconduct is, and what risks appear most immediate. - Define scope by entity, custodian, transaction type, geography, time period, and channel of payment or approval. - For each suspected channel, ask: 1. Who approved, processed, or concealed the transaction? 2. What benefit was conferred or intended? 3. Which records should reflect the transaction, and where might they be inaccurate? 4. What third-party relationship or side arrangement could have moved value to a foreign official? - Where an intermediary relationship with a foreign official is suspected, plan financial tracing from company payment to agent receipt to any onward transfer or related-person benefit. - Where a device wipe, reformatting request, account deletion, or similar event appears, require immediate preservation before any routine IT activity or user access change. - Where the record suggests a tailored concealment mechanism, align document review with source systems that could capture communications, approvals, invoices, wire data, expense support, travel, gifts, and retention exceptions. - Sequence interviews to minimize contamination: 1. custodians and operational personnel, 2. finance, compliance, and IT custodians, 3. intermediary-facing personnel, 4. managers and approvers, 5. senior personnel last unless facts require otherwise. - Build every employee interview around an Upjohn warning, a confidentiality explanation, and a note that the company controls whether and how information is used. - Assess books-and-records exposure separately from bribery intent; inaccurate coding, vague descriptions, side letters, or unsupported approvals can be violations even if a bribe is not yet proven. - Evaluate self-disclosure by comparing the current factual posture against the government’s likely awareness, the strength of evidence, the ability to remediate promptly, and the cost of delay. - Consider parallel proceedings for their effect on document production, witness availability, and whether a coordinated hold strategy is needed. - Convert each identified risk into an action item with a specific owner, a short rationale, and a deadline or urgency trigger. ## 5. Vertical / structural / temporal relationships - Organize the memo from urgent containment to deeper investigation: 1. immediate preservation and access controls, 2. scope and key fact questions, 3. interview sequence, 4. document/data review, 5. legal assessment and reporting, 6. self-disclosure decision points, 7. remediation and follow-up. - Distinguish present-tense containment steps from forward-looking investigative steps and from post-finding remediation. - If multiple jurisdictions, business units, or transaction streams are implicated, treat them as separate investigative branches unless the evidence clearly shows a single common mechanism. - If facts cross multiple time periods, explain why the earliest suspicious conduct matters for scoping, preservation, and limitations-sensitive review. - If senior management may be involved, preserve independence by channeling facts through counsel and avoiding premature escalation that could compromise witness candor. - If there is a risk of parallel internal, regulatory, or employment action, state how sequencing affects privilege and the order of interviews or notifications. ## 6. Output structure conventions - Write as a formal memorandum to the Audit Committee with a restrained, executive tone and clear headings. - Use conventional sections such as: - Background and preliminary assessment - Scope of investigation - Immediate preservation and IT action steps - Witness interview plan - Document and data review plan - Legal and regulatory assessment - Voluntary self-disclosure analysis - Parallel proceedings and privilege considerations - Recommended next steps and timeline - Put urgent containment measures near the front and make them action-oriented. - State specific next steps in imperative form and tie each to a responsible role, such as outside counsel, internal legal, compliance, IT, finance, or a business lead. - Include the governing legal basis for each substantive proposition when you rely on a rule, doctrine, or enforcement standard. - Keep the memorandum investigative and advisory; do not present unsupported conclusions as settled facts. - If the record supports only a preliminary recommendation on self-disclosure, say so and identify the facts that must be confirmed before a final decision. - Close with a concise action list that can be implemented immediately and a short timeline for follow-up reporting to the Audit Committee.