The FCPA, which was enacted in 1977 as an amendment to the Securities Exchange Act of 1934, resulted from a Securities and Exchange Commission (SEC) investigation and voluntary disclosure program during the 1970s. The investigation found that U.S. companies had spent millions of dollars bribing foreign officials in order to secure business from their countries. In countering this practice, however, the U.S. Congress recognized that this put U.S. businesses at a competitive disadvantage in international markets with foreign businesses that were not restrained by FCPA prohibitions. Consequently, in 1988 and again in 1998, Congress amended the FCPA to provide affirmative defenses and encourage international anti-corruption efforts designed to foster a level business playing field. Generally, the "Anti-bribery provisions" of the FCPA prohibit U.S. companies and citizens, foreign companies listed on the U.S. stock exchange, and any person acting within U.S. territory from paying or offering to pay, directly or indirectly, money or anything of value to a foreign official in order to obtain or retain business with a country. In addition to reviewing the development of the FCPA, this article outlines its elements, defenses, and civil and criminal penalties for violations. In addition, because of the increase in enforcement activity and the severity of penalties, this article discusses effective FCPA corporate compliance programs and provides resources for in-house counsel seeking advice from FCPA compliance consultants. The article concludes with a brief discussion of recent and anticipated developments in FCPA enforcement. 223 notes