CCCP Mergers & Acquisitions Compliance 3

Question 1

In a cross-border acquisition, which international framework most directly governs anti-bribery compliance obligations for US-listed acquirers?

Accepted Answer

The Foreign Corrupt Practices Act (FCPA)

Answer

The FCPA applies to US issuers and their agents worldwide, making it the primary anti-bribery framework for US-listed acquirers in cross-border deals.

Question 2

What is a 'carve-out' in the context of M&A compliance due diligence?

Accepted Answer

A provision excluding certain liabilities from indemnification coverage

Answer

A carve-out excludes specific known liabilities or issues from the indemnification scope, allocating that risk explicitly between the parties.

Question 3

During integration planning, a compliance officer identifies that the target uses a third-party vendor flagged in a prior sanctions screening. What is the correct compliance response?

Accepted Answer

Conduct enhanced due diligence and escalate to OFAC counsel before continuing the relationship

Answer

Sanctions-flagged vendors require enhanced due diligence and OFAC counsel review before any decision is made to continue, modify, or terminate the relationship.

Question 4

Which type of M&A structure generally provides the buyer greater protection from inheriting the target's undisclosed liabilities?

Accepted Answer

Asset purchase

Answer

An asset purchase allows the buyer to select which specific assets and liabilities to acquire, generally limiting exposure to undisclosed legacy liabilities.

Question 5

What is the 'waiting period' under the HSR Act after submitting a pre-merger notification?

Accepted Answer

30 days (15 days for cash tender offers), with possible early termination

Answer

The HSR waiting period is 30 days (15 days for cash tender offers), and the agencies can grant early termination or issue a Second Request to extend review.

(CCCP) Certified Corporate Compliance Professional Practice Test

(CCCP) Certified Corporate Compliance Professional Practice Test

CCCP Mergers & Acquisitions Compliance 3