Many corporate counsel remain relaxed over the threat of cross-border regulation from the US, despite the growing impact of tough anti-bribery and corporate governance laws. Michelle Madsen reports

Many UK general counsel are yet to wake up to the full impact of the US's long-armed anti-corruption laws with one in four claiming that they have little or no relevance to non-US companies.

This month's The Verdict survey, conducted in association with Davies Arnold Cooper, found that more than two-thirds (67%) of corporate counsel believe that US laws, such as the US Foreign Corrupt Practices Act (FCPA) and the Sarbanes-Oxley Act, have had an effect on the way they do their business. However, 33% did not think that these laws held any real significance for them.

While the FCPA, an anti-bribery law that prohibits payments to foreign government officials to obtain business, came into effect 30 years ago, recent years have seen the US Department of Justice and the Securities and Exchange Commission become increasingly active in prosecuting companies under the legislation.

Any company that conducts business in the US or uses an American financial institution as an adviser falls under the Act's jurisdiction.

Nestle general counsel Hans Peter Frick said that, despite doing a significant amount of business in the US, he felt that FCPA and other US legislation such as Sarbanes-Oxley had only a limited impact on the company because it had few cross-border issues to deal with. "The US is our biggest market but the FCPA is not a key concern for us as we manufacture our products in the same country that we sell them in," he said.

While a quarter of respondents said they had direct experience of US legislation, claiming that the US Government had brought an action against them, 37% of general counsel admitted that they had not provided any training on the FCPA to their company's employees. Of the 63% that had provided training, 9% said that they had provided only one session.

Tim Hailes, JP Morgan associate general counsel, belongs to the majority of general counsel who have provided training to their staff and said that working for a US financial institution, even in the UK, demands full compliance with US corporate governance regulations.

He said: "It is essential for all companies to comply with these laws, and especially important for us, as a US bank, to adhere to these rules."

A recent survey by accounting giant KPMG found that nearly half (46%) of general counsel at FTSE 350 companies that conduct business in the US felt they were immune from US prosecutors.

However, recent months have repeatedly put the issue of America's extraterritorial regulation in the headlines, with UK defence giant BAE Systems currently being investigated in the US for alleged bribes paid to Saudi officials. The US probe was launched after UK prosecutors controversially abandoned a similar investigation last year.

In addition, the trio of British bankers dubbed 'the NatWest Three' last month pleaded guilty to wire fraud after being extradited to the US in 2006 to face criminal charges related to the collapse of energy giant Enron.

Despite the publicity surrounding such high-profile cases, UK general counsel have been slow to appreciate the effects on business that the FCPA can have.

InBev general counsel for Western Europe Deepak Malhotra said: "I think these laws are more relevant to organisations with a US business. While there are lots of concerns over extradition for all sorts of companies, I think it is financial institutions that will be more concerned with the FCPA."

Peter Kennerley, general counsel at FTSE 100 brewing group Scottish & Newcastle, dismissed the idea that laws such as the FCPA would change the way UK companies operated.

"We have a small export business to the US but these acts have not really been brought to our attention," he said. "If you attempted to second-guess every law that the US Government tried to impose on extraterritorial jurisdictions you would never get anything done."

O2 general counsel Justine Campbell agreed and said that far-reaching US laws can prove a real obstacle to business. "Laws like this impose a layer of bureaucracy to the process of business," said Campbell. "The laws, which are rigid, prescriptive and often frustrating, are not always relevant."

However, general counsel predict that the relevance of the FCPA to UK companies will grow. While the Act currently has a 'great effect' on 17% of respondents, more than a third (36%) said they felt that laws like the FCPA would have a much larger impact on non-US companies in the future. In addition, more than half (55%) recognised that all companies would be affected by the legislation in some way in the years ahead.

Such trends often spark resentment. One responding corporate counsel said that it was not the US's place to dictate anti-corruption laws to companies operating out of other jurisdictions and that cross-border anti-corruption legislation should work both ways.

"The asymmetry in the US-UK extradition act should be fixed and reciprocity should be the principle in areas like this. We are now seeing these laws being enforced extraterritorially by political and commercial pressure from the US."

Campbell agreed and suggested that countries should come together to create cross-border legislation which had universal relevance, commenting: "These laws are an inevitable cost of doing business, but there should be multinational agreements instead of prescriptive legislation from the US."