Canadian companies operating in foreign jurisdictions face a variety of requests for bribes.  Some requests are obvious and some are not as obvious.  Canada is taking bribery more seriously.  Canada prohibits bribing a foreign public official and it is a crime in Canada to do so even if you are on foreign soil.  The Corruption of Foreign Public Officials Act came into force on February 14, 1999.  Canadian enforcement action against Canadian companies is on the rise.  As of July 1, 2012, there are over 30 active cases being handled by the RCMP.

LexSage is available to counsel Canadian companies, their management and employees, their foreign affiliates, their foreign agents and representatives and other individuals about Canada’s anti-bribery laws.

The best defence is a good, preventative offence. We counsel clients about the scope, interpretation and application of Canada’s anti-bribery laws. We assist clients develop and prepare internal compliance policies and internal controls.

When a problem is raised, we help you get to the bottom of the matter.  We can work with you in the conduct of an internal audit or investigation or we can take the lead so that the actions of management can also be put under the microscope. We have participated in a range of approaches and help you design and develop a plan that best suits the circumstances.


How can we help you?

  • Do you require legal advice regarding the scope, meaning and application of the  Corruption of Foreign Public Officials Act?
  • Do you require assistance preparing internal workable compliance policies and procedures?
  • Do you require assistance in developing benchmarks and best practices?
  • Do you require an independent third party to provide training to your employees and company management?
  • Do you require guidance on what a bribe may look like?
    o Have you been asked to pay money or provide a gift to obtain or retain business?
    o Has an auditor in a foreign jurisdiction asked you to pay an amount for a lower or nil tax assessment?
    o Have you been asked to make payments in order to “speed up” customs clearance of goods?
    o Is your company being asked to hire a friend or relative of a government official?
  • Do you require assistance drafting an agency agreement or representative agreement to ensure bribes are not paid by a foreign agent or representative?
  • Do you require assistance in the conduct of an internal investigation, audit or risk assessment?
  • Do you suspect an employee, agent, representative or other person has bribed a foreign official?
  • Have you noticed unusual expense reports, accounting entries, invoices, etc?
  • Do you require assistance determining whether a particular facilitation payment is legal under Canada law or foreign law?
  • Do you require assistance in developing a gifting policy?
  • Do you require assistance identifying and remedying anti-corruption issues in a merger/acquisition due diligence review?
  • Do you require assistance in developing a risk mitigation strategy?

Additional Information About LexSage

We have experience assisting companies develop internal compliance programs and implement the programs, train employees, analyze fact situations, respond to tax auditors and customs officials and other situations.  We have assisted clients in the conduct of internal investigations and have written reports recommending remedial action.

Cyndee Todgham Cherniak is the Chair of the Canadian Bar Association, National Sales Tax, Customs and Trade Section.  Cyndee is also a chair of the American Bar Association, Section of International Law Customs Committee and is Vice-Chair of the International Trade Committee.  In 2011, Cyndee was a sessional law professor at the University of Windsor, School of Law and taught a course on Canada-US trade issues.

Between 2005 and 2011, Cyndee was adjunct law professor at Case Western Reserve School of Law and taught a course on NAFTA.  Cyndee is a director of the Canada-China Business Council.  Between 2003 – 2012, Cyndee was an advisory board member of the Canada-United States Law Institute.

Cyndee Todgham Cherniak is recognized as a leading lawyer in the area of customs and trade laws, including: 

  • The International Who’s Who of Trade and Customs Lawyers (2010, 2011, 2012)
  • The International Who’s Who of Business Lawyers: Canada (2011, 2012)
  • The Legal Media Group Guide to the World’s Leading International Trade Lawyers (2007 – present)
  • The Legal Media Group Guide to the World’s Leading Women Lawyers in Business (2010-2011, 2012-2013)
  • The Legal Media Group Guide to the World’s Leading China Lawyers – International Trade Lawyers (2011/2012)
  • Chamber’s Global:  The World’s Leading Lawyers for Business (2006 – present)
  • Canadian Legal Lexpert® Directory (2004-2007).

Representative Transactions:

  • Advised a Canadian company doing business in Asia about how to deal with a tax audit who was seeking a bribe and successfully diffused the situation without payment of a bribe;
  • Designed and developed a compliance program and anti-bribery policies for a Canadian company operating internationally in the hospitality industry;
  • Designed and developed a compliance program and anti-bribery policies for a Canadian company operating in the fuel industry in numerous countries;
  • Advised a Canadian company about anti-bribery laws and conducted a training program for over 100 employees in multiple jurisdictions;
  • Counselling third parties with respect to the anti-bribery policies and procedures of a key stakeholder;
  • Assisted with an internal audit of Canadian entity to identify potential U.K. anti-bribery law issue and designed and developed remediation measures;
  • Conducted an internal investigation of customs documentation and agency payments;
  • Conducted an internal investigation and prepared a written report of findings and recommendations;
  • Conducted due diligence in connection with a significant transaction involving a company operating internationally in high-risk countries; and
  • Prepared contractual provisions in a credit facility addressing anti-bribery concerns.


Cyndee Todgham Cherniak is the author of “Canada’s Anti-Foreign Bribery Regime Requires a Balancing Act” published by Berkley Press in October 2010.

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