UK Trends and Developments Contributed by: Bambos Tsiattalou, Richard Cannon and Amjid Jabbar, Stokoe Partnership Solicitors
cases that involve facilitation of tax evasion offences to prosecution. Joint SFO/CPS Corporate Prosecution Guidance In anticipation of the ECCTA, which came into force on 1 September 2025, the SFO and the Crown Prosecu - tion Service (CPS) updated their guidance on corpo - rate prosecutions in August 2025. Together, they published a joint SFO-CPS Corporate Prosecution Guidance, which outlines the common approach of the Director of Public Prosecutions (DPP) and the Director of the SFO to the prosecution of cor - porate offending under the ECCTA, including the new FTPF offence. Co-ordination is central to the new guidance: wherever possible, the SFO and CPS aim to avoid potential conflict with domestic regulators, Eurojust, and foreign prosecutors. According to the joint guidance: “The prosecution of corporate entities, in appropriate cases, is an impor - tant part of the enforcement of criminal law and ensures the full range of criminality can be captured. Such prosecutions have a deterrent effect, protect the public, support ethical business practices and lead to increased confidence in the criminal justice system.” For crimes listed under Schedule 12 ECCTA, a lower attribution threshold makes it easier for prosecutors to hold companies criminally liable under Section 196 of the ECCTA when a senior manager commits a listed offence. Notably, prosecutors are now required to prefer the ECCTA rather than the common law identi - fication doctrine, which required conduct to be attrib - utable to an individual who represents the “directing mind and will” of a company. The revised test relies on the relevant conduct of a “senior manager”. The guidance outlines the new FTPF offence along - side existing Bribery Act and CFA offences. The only available defences are proving that procedures are “adequate” for bribery or “reasonable” for tax or fraud offences. Although the CPS still applies the Full Code Test, other factors must also be considered, such as: • systemic compliance failings;
• prior warnings or sanctions; • board-level knowledge or wilful blindness; and • harm to market integrity or unidentified victims. Mitigation factors listed in the guidance include early self-reporting, a mature compliance culture and genu - ine remediation. Deferred Prosecution Agreements (DPAs) remain an effective option. Full co-operation, including timely disclosure of internal investigation materials, is man - datory. Inadequate co-operation risks prosecution while parallel prosecutions of individuals have become commonplace. In relation to early self-reporting, genuine co-oper - ation and robust compliance programmes, the new guidance largely aligns with the SFO’s pre-existing Corporate Guidance. However, there are differences. Entities that are incorporated by statute, for example, do not specifically feature in the SFO’s earlier guid - ance. The new guidance brings them into scope: this expands potential liability beyond typical corporate structures, and signals that statutory bodies must maintain adequate standards of compliance and be in a strong position to co-operate fully with investiga - tions. The SFO’s previous Corporate Guidance detailed expectations at a granular level with examples that contrasted co-operative and uncooperative behaviour, in addition to engagement and investigation timelines. The new joint guidance is more strategic, focusing on high-level statutory changes and public interest factors that serve to influence prosecution decisions. Transparent early engagement is identified as a prior - ity in both sets of guidelines. However, the joint guid - ance goes further in its assessment of co-operation, emphasising cross-border co-ordination and multi- agency alignment. Underlining the message that self-reporting and pro - active co-operation are of paramount importance, the new guidance confirms that enforcement is increas - ingly rigorous for every type of corporate entity.
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