On January 2, 2025, the Department of Justice published a Notice of Proposed Rulemaking
(“NPRM”) soliciting public comments on potential amendments to the Department’s regulations
regarding the Foreign Agents Registration Act (“FARA”). The regulatory amendments proposed
by the Department are significant, and they would take the statute in a substantially different
direction. The proposed changes would completely overhaul an exemption for
commercial activity by foreign corporations, which has existed in its current form for more than
two decades, and make other consequential changes, including changes to an exemption for
lawyers representing foreign interests.

In this alert, we detail the Department’s proposed revisions to the regulations and the
implications of these proposed changes for multinational corporations, law firms, nonprofits,
lobbying and consulting firms, public relations companies, and other organizations that may
engage in activity within the scope of the statute.

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Photo of Robert Kelner Robert Kelner

Robert Kelner is the chair of Covington’s nationally recognized Election and Political Law Practice Group.  He counsels clients on the full range of political law compliance matters, and defends clients in civil and criminal law enforcement investigations concerning political activity. He also leads

Robert Kelner is the chair of Covington’s nationally recognized Election and Political Law Practice Group.  He counsels clients on the full range of political law compliance matters, and defends clients in civil and criminal law enforcement investigations concerning political activity. He also leads the firm’s prominent congressional investigations practice.

Rob’s political law compliance practice covers federal and state campaign finance, lobbying disclosure, pay to play, and government ethics laws. His expertise includes the Federal Election Campaign Act, Lobbying Disclosure Act, Ethics in Government Act, Foreign Agents Registration Act, and Foreign Corrupt Practices Act.

He is also a leading authority on the arcane rules governing political contributions and marketing activities by registered investment advisers and municipal securities dealers.

Rob’s political law clients include numerous multinational corporations, many of which are household names.  He counsels major banks, hedge funds, private equity funds, trade associations, PACs, political party committees, candidates, lobbying firms, and politically active high-net-worth individuals. He has represented the Republican National Committee, National Republican Congressional Committee, and National Republican Senatorial Committee.  He also advises Presidential political appointees on the complex vetting and confirmation process.

As a partner in the firm’s White Collar Defense & Investigations practice group, Rob regularly defends clients in congressional investigations before virtually every major congressional investigation committee.  He also defends corporations and others in investigations by the Federal Election Commission, the Public Integrity Section of the U.S. Department of Justice, federal Offices of Inspector General, and the House & Senate Ethics Committees.  He has prepared many CEOs and corporate executives for testimony before congressional investigation panels. He regularly leads the Practicing Law Institute’s training program on congressional investigations for in-house lawyers.  In addition, he is frequently retained to lead internal investigations and compliance reviews for major corporate clients concerning lobbying and campaign finance law issues.

Rob has appeared as a commentator on political law matters on The PBS News Hour, CNBC, Fox News, and NPR, and he has been quoted in the New York Times, Washington Post, Wall Street Journal, Associated Press, Legal Times, Roll Call, The Hill, Politico, USA Today, Financial Times, and other publications.

Rob is Chairman of Covington’s Professional Responsibility Committee and a General Counsel of the firm.  He also currently serves as Chairman of the District of Columbia Bar’s Legislative Practice Committee, and he previously was appointed by the President of the American Bar Association to serve on the ABA’s Standing Committee on Election Law.

Photo of Brian D. Smith Brian D. Smith

Brian Smith assists clients with challenging public policy matters that combine legal and political risks and opportunities.

Brian represents companies and individuals facing high-profile and high-risk congressional investigations and hearings, and other criminal, civil, and internal investigations that present legal, political, and public…

Brian Smith assists clients with challenging public policy matters that combine legal and political risks and opportunities.

Brian represents companies and individuals facing high-profile and high-risk congressional investigations and hearings, and other criminal, civil, and internal investigations that present legal, political, and public relations risks. He assists companies and executives responding to formal and informal inquiries from Congress and executive branch agencies for documents, information, and testimony. He has extensive experience preparing CEOs and other senior executives to testify before challenging congressional oversight hearings.

Brian develops and executes government relations initiatives for clients seeking actions by Congress and the executive branch. He has led strategic efforts resulting in legislation enacted by Congress and official actions and public engagement at the most senior levels of the U.S. government. He has significant experience in legislative drafting and has prepared multiple bills enacted by Congress and legislation passed in nearly every state legislature.

Prior to joining Covington, Brian served in the White House as Assistant to the Special Counsel to President Clinton. He handled matters related to the White House’s response to investigations, including four independent counsel investigations, a Justice Department task force investigation, two major oversight investigations by the House of Representatives and the Senate, and several other congressional oversight investigations.

Brian is a Professorial Lecturer in Law at the George Washington University Law School.

Photo of Kristin Mace Kristin Mace

As the former Chief of the Criminal Division in the U.S. Attorney’s Office for the Eastern District of New York, Kristin Mace draws on her deep experience in government enforcement to represent and counsel companies, executives, and boards of directors in investigations and…

As the former Chief of the Criminal Division in the U.S. Attorney’s Office for the Eastern District of New York, Kristin Mace draws on her deep experience in government enforcement to represent and counsel companies, executives, and boards of directors in investigations and litigation. Kristin has extensive experience with matters involving anti-corruption and the Foreign Corrupt Practices Act (FCPA); export controls and sanctions compliance; healthcare fraud; securities fraud; anti-money laundering (AML); and the Foreign Agents Registration Act (FARA).

Kristin represents entities and individuals before domestic and foreign law enforcement agencies and regulators, as well as in court. She also advises businesses and financial institutions on maintaining compliance with U.S. and international regulations, helping them operate effectively in global markets governed by complex laws and multiple oversight regimes.

Kristin spent more than a dozen years as an Assistant U.S. Attorney and personally investigated and prosecuted a wide variety of criminal matters, many of which she tried to verdict and briefed and argued on appeal before the Second Circuit Court of Appeals. Among other significant cases, Kristin was a member of the team that conducted the global investigation of corruption in international soccer, which resulted in groundbreaking charges in the FIFA cases against over 50 defendants from more than 20 countries and two jury trials.

As Chief of the Criminal Division, Kristin oversaw more than 115 Criminal Division Assistant U.S. Attorneys and all of the criminal investigations and cases in the Eastern District of New York. In that role, Kristin supervised significant and complex cases in such varied areas as white collar crime, public corruption, national security, cybercrime, money laundering, securities fraud, export controls, asset forfeiture, transnational organized crime, civil rights, and criminal appeals.

Prior to her government service, Kristin clerked for the Honorable Virginia A. Phillips of the Central District of California and the Honorable Joel M. Flaum of the Seventh Circuit Court of Appeals. For several years, Kristin has taught a course on Federal Criminal Justice at Columbia Law School and serves on the Board of Advisors of NYU Law School’s Program on Corporate Compliance and Enforcement (PCCE).

Watch: Kristin and colleague Alex Langton discuss DOJ FARA enforcement trends and proposed rulemaking.

Photo of Zachary G. Parks Zachary G. Parks

Zachary Parks advises corporations, trade associations, campaigns, and high-net worth individuals on their most important and challenging political law problems.

Chambers USA describes Zachary as “highly regarded by his clients in the political law arena,” noting that clients praised him as their “go-to outside…

Zachary Parks advises corporations, trade associations, campaigns, and high-net worth individuals on their most important and challenging political law problems.

Chambers USA describes Zachary as “highly regarded by his clients in the political law arena,” noting that clients praised him as their “go-to outside attorney for election law, campaign finance, pay-to-play and PAC issues.” Zachary is also a leading lawyer in the emerging corporate political disclosure field, regularly advising corporations on these issues.

Zachary’s expertise includes the Federal Election Campaign Act, the Lobbying Disclosure Act, the Ethics in Government Act, the Foreign Agents Registration Act, and the Securities and Exchange Commission’s pay-to-play rules. He has also helped clients comply with the election and political laws of all 50 states. Zachary also frequently leads political law due diligence for investment firms and corporations during mergers and acquisitions.

He routinely advises corporations and corporate executives on instituting political law compliance programs and conducts compliance training for senior corporate executives and lobbyists. He also has extensive experience conducting corporate internal investigations concerning campaign finance and lobbying law compliance and has defended his political law clients in investigations by the Federal Election Commission, the U.S. Department of Justice, Congressional committees, and in litigation.

Zachary is also the founder and chair of the J. Reuben Clark Law Society’s Political and Election Law Section.

Zachary also has extensive complex litigation experience, having litigated major environmental claims, class actions, and multi-district proceedings for financial institutions, corporations, and public entities.

From 2005 to 2006, Zachary was a law clerk for Judge Thomas B. Griffith on the United States Court of Appeals for the District of Columbia.

Photo of Derek Lawlor Derek Lawlor

Derek Lawlor is of counsel in the firm’s Election and Political Law Practice Group. Derek advises corporations, nonprofit organizations, and trade associations on compliance with federal and state lobbying, campaign finance, and government ethics laws.

Clients regularly rely on Derek to assist with…

Derek Lawlor is of counsel in the firm’s Election and Political Law Practice Group. Derek advises corporations, nonprofit organizations, and trade associations on compliance with federal and state lobbying, campaign finance, and government ethics laws.

Clients regularly rely on Derek to assist with their complex questions related to activities and projects that implicate all of these laws. Derek advises federal and state candidates and super PACs on campaign finance and disclosure issues. Derek also represents clients in government investigations and inquiries conducted by the Federal Election Commission, Office of Congressional Ethics, and Congressional Committees and Commissions.

Derek’s representation of clients covers the full range of important political law issues that they face, including:

  • Advising clients on their registration and reporting obligations under the federal Lobbying Disclosure Act, as well as state and local lobbying laws, including helping client organizations evaluate the core questions that arise in this space:
    • Has the organization or any of its employees triggered lobbying registration requirements?
    • What lobbying income, expenditures, issues, or contacts need to be disclosed on lobbying reports?
    • Does procurement or sales activity directed at governmental entities trigger lobbying registration in a particular jurisdiction?
    • What are the best practices for designing a lobbying compliance program?
  • Assisting corporations and trade associations with the establishment and operation of connected PACs, which frequently entails evaluating the following questions:
    • What steps does the organization need to take to start up and register a connected PAC?
    • What are the ongoing reporting requirements under the Federal Election Campaign Act (“FECA”) or state campaign finance laws?
    • Which employees can the organization solicit and what are the rules on conducting a solicitation campaign?
    • What are the limits on making contributions to federal, state, or local candidates, party committees, or other political committees?
    • What are the best practices for designing a PAC compliance program?
  • Evaluating whether a client’s proposed activities might trigger registration under the Foreign Agents Registration Act (“FARA”), and if so, advising on registration and ongoing reporting obligations;
  • Advising federal and state candidates, super PACs, and other political committees on compliance with FECA, FEC regulations and reporting requirements, state campaign finance laws, rules on disclaimers placed on communications, and other political law compliance topics;
  • Counseling individuals who are entering government service, including Senate-confirmed positions, on the various financial disclosure requirements, conflicts of interest considerations, and other ethics law issues they may face;
  • Helping clients establish politically active or policy-focused nonprofit organizations, and proving ongoing support related to tax and political law issues that might arise from their activities; and
  • Advising corporations, nonprofits, and individuals on their proposed donations to candidates, political committees, and other politically active outside groups.

Derek is a Professorial Lecturer in Law at the George Washington University Law School.

Prior to receiving his law degree, Derek worked in the Office of General Counsel at the U.S. House of Representatives.

Photo of Alex Langton Alex Langton

Alexandra Langton is a member of the Election and Political Law Practice Group in the Washington, DC office. She represents clients in high-profile and high-risk congressional investigations, FEC investigations, and other criminal, civil, and internal investigations that present legal, political, and public relations…

Alexandra Langton is a member of the Election and Political Law Practice Group in the Washington, DC office. She represents clients in high-profile and high-risk congressional investigations, FEC investigations, and other criminal, civil, and internal investigations that present legal, political, and public relations risks. She also advises companies, PACs, nonprofits, and individuals on compliance with federal and state campaign finance, ethics, lobbying laws, and vetting matters.

Alexandra has particular expertise in the Foreign Agents Registration Act (“FARA”). She frequently interacts with the FARA Unit of the Department of Justice and advises clients on top-tier FARA compliance programs, including FARA policies, FARA trainings, and FARA filings. Alexandra also represents a number of clients in high-profile civil and criminal FARA enforcement actions.

Photo of Elizabeth Upton Elizabeth Upton

Elizabeth Upton is a member of the Election and Political Law Practice Group in the Washington, DC office, representing and counseling corporate, political, and individual clients in matters before government agencies and Congress. Elizabeth defends clients in high-profile congressional investigations before House and Senate…

Elizabeth Upton is a member of the Election and Political Law Practice Group in the Washington, DC office, representing and counseling corporate, political, and individual clients in matters before government agencies and Congress. Elizabeth defends clients in high-profile congressional investigations before House and Senate Committees, as well as in criminal and civil government investigations before the Public Integrity Section of the Department of Justice and the Federal Election Commission. She has experience assisting companies in responding to formal and informal inquiries, requests, and subpoenas for documents, information, and testimony, and has experience preparing senior executives to testify before congressional committees. Prior to joining Covington, Elizabeth served as a Law Clerk to the U.S. Senate Permanent Subcommittee on Investigations (PSI).

Elizabeth also advises companies, PACs, nonprofits, and individuals on the full range of political law compliance and enforcement matters involving federal election, campaign finance, lobbying, and government ethics laws, as well as the election and political laws of states and municipalities across the country.

Photo of Kimberly Railey Kimberly Railey

Kimberly Railey is an associate in the firm’s Washington, DC office. She is a member of the Election and Political Law Practice Group, advising corporations, PACs, nonprofits, and individuals on compliance with federal and state lobbying, campaign finance, and government ethics laws. She…

Kimberly Railey is an associate in the firm’s Washington, DC office. She is a member of the Election and Political Law Practice Group, advising corporations, PACs, nonprofits, and individuals on compliance with federal and state lobbying, campaign finance, and government ethics laws. She also represents and counsels clients in matters before government agencies and Congress.

Prior to law school, Kimberly was a political reporter for a nonpartisan publication in Washington, DC.

Morgan Hurst

Morgan Hurst is an associate in the firm’s Washington, DC office. She is a member of the Election and Political Law, Congressional Investigations, and Public Policy Practice Groups. She also assists with white collar defense matters.

Morgan maintains an active pro bono litigation…

Morgan Hurst is an associate in the firm’s Washington, DC office. She is a member of the Election and Political Law, Congressional Investigations, and Public Policy Practice Groups. She also assists with white collar defense matters.

Morgan maintains an active pro bono litigation practice with a focus on criminal justice issues.

Prior to law school, Morgan was a Paralegal Specialist at the U.S. Attorney’s Office for the Southern District of New York in the National Security & International Narcotics Unit.