UK Trends and Developments Contributed by: Neil Swift, Jasvinder Nakhwal, Charlotte Tregunna and Rachel Cook, Peters & Peters
Introduction In January 2025, Transparency International warned that “Britain has a corruption problem. Its troubling role as a hub for dirty money, red flags over the cor - rupting influence of money in politics, and big busi - ness bribery scandals show the UK is not immune.” That warning deserves particular attention in England and Wales, where the legal framework governing anti- corruption has undergone major change. The Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduced a broader test for corporate attribution. Since December 2023, organisations can be held liable for economic crimes committed by sen - ior managers acting within their authority, replacing the narrower “directing mind” doctrine. Although the statutory change came into force in late 2023, 2025 is the first year in which its practical effects are being felt, as prosecutors are now able to rely on it and defence and compliance strategies adjust in response. The Serious Fraud Office’s (SFO) refreshed guid - ance on corporate co-operation and enforcement, published in April 2025, has further shifted the land - scape. It clarifies expectations around self-reporting, data preservation, timing, and factors that influence Deferred Prosecution Agreements (DPAs). Together with new statutory defences assessed at the charg - ing stage and a legal environment that now provides for dual exposure to failure-to-prevent and corporate attribution liability, the enforcement environment is simultaneously more demanding but also more pre - dictable for those who engage early and transparently. Developments in whistle-blower protection, technolo - gy, cross-border alliances, transparency reforms such as the Overseas Entities Register, and the expand - ing use of Unexplained Wealth Orders all point in one direction: enforcement is set up to becoming faster, broader and more co-ordinated. The SFO’s 2025–26 business plan signals that resources and expectations are rising. Companies that once relied on reactive compliance programmes now face a clear choice. They must invest in robust prevention, early detection and, when something is discovered, credible engagement with
authorities, or face a significantly higher risk of pros - ecution. Corporate Attribution Under the ECCTA Under the old “directing mind” doctrine, prosecutors were required to prove that the person responsible for misconduct was so senior that they were essentially acting as the company, usually at or around statutory director level. The ECCTA replaces this narrow test with a broader one. A company can now be liable for economic crimes committed by a senior manager acting within the scope of their authority. Although it will be some time before the provision is tested in court, this expansion has potentially major consequences. Prosecutors can now look beyond the boardroom to anyone with managerial decision- making power. Companies therefore need to review reporting lines, approval limits and governance struc - tures. Key practical implications include: • The threshold for liability is lower, increasing corpo - rate exposure. • Delegation frameworks, audit trails and compliance records will be central to any defence. • A well-documented compliance system is now critical evidence, not just good practice. • Governance documents should define authority carefully and ensure that decisions are subject to robust oversight. This is a fundamental shift. When the first cases test - ing this new attribution regime arrive, they will define the boundaries of corporate responsibility for years to come. SFO Corporate Cooperation and Enforcement Guidance The SFO’s updated Guidance on Corporate Coopera - tion and Enforcement in relation to Corporate Criminal Offending was published on 24 April 2025. It replac - es the 2019 version and aims to make co-operation expectations clearer, while encouraging early engage - ment and quicker resolutions.
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