Anti-Corruption 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor Eric Bruce Freshfields US LLP

Global Practice Guides

Anti-Corruption

Contributing Editor Eric Bruce Freshfields US LLP

2025

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted.

GPG Director Katie Burrington Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewer Sally McGonigal, Ethne Withers

Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino, Deborah Sinclair, Stephen Dinkeldein and Adrian Ciechacki

Content Coordination Manager Nancy Laidler Senior Content Coordinator Carla Cagnina Content Coordinators Hannah McDowell, Delicia Tasinda and Hannah Leinmüller Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Eric Bruce and Justin Simeone, Freshfields US LLP p.5

HONG KONG Law and Practice p.184 Contributed by Debevoise & Plimpton LLP Trends and Developments p.203 Contributed by Debevoise & Plimpton LLP

ARGENTINA Law and Practice p.11 Contributed by Estudio Durrieu

INDIA Law and Practice p.210 Contributed by AZB & Partners Trends and Developments p.233 Contributed by AZB & Partners

AUSTRALIA Law and Practice p.26 Contributed by Clayton Utz Trends and Developments p.50 Contributed by Nyman Gibson Miralis AUSTRIA Law and Practice p.58 Contributed by Rohregger Rechtsanwälte CHILE Law and Practice p.79 Contributed by Bofill Escobar Silva Abogados

ITALY Law and Practice p.241 Contributed by Pistochini Avvocati Studio Legale Trends and Developments p.267 Contributed by Herbert Smith Freehills Studio Legale JAPAN Trends and Developments p.274 Contributed by Miura & Partners MEXICO Law and Practice p.281 Contributed by Basham, Ringe y Correa NORWAY Law and Practice p.297 Contributed by Wikborg Rein Advokatfirma AS POLAND Law and Practice p.320 Contributed by Sołtysiński Kawecki & Szlęzak PORTUGAL Law and Practice p.341 Contributed by CS’Associados Trends and Developments p.364 Contributed by Rogério Alves & Associados (RA)

CHINA Trends and Developments p.100 Contributed by Dacheng Law Offices

DENMARK Law and Practice p.107 Contributed by Accura Advokatpartnerselskab Trends and Developments p.126 Contributed by Accura Advokatpartnerselskab

ENGLAND & WALES Law and Practice p.132 Contributed by 9BR Chambers GERMANY Trends and Developments p.153 Contributed by RICHTER

GREECE Law and Practice p.160

SOUTH KOREA Law and Practice p.372 Contributed by Bae, Kim & Lee LLC

Contributed by Anagnostopoulos Trends and Developments p.175 Contributed by Ovvadias S. Namias Law Firm

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Contents

SPAIN Law and Practice p.394 Contributed by RODRIGUEZ RAMOS ABOGADOS Trends and Developments p.417 Contributed by RODRIGUEZ RAMOS ABOGADOS

SWITZERLAND Law and Practice p.425

Contributed by Kellerhals Carrard Trends and Developments p.450 Contributed by Schellenberg Wittmer Ltd

USA Law and Practice p.458

Contributed by Freshfields US LLP Trends and Developments p.480 Contributed by Alvarez & Marsal

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INTRODUCTION

Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

Freshfields US LLP has a white-collar defence team that is highly skilled in advising cross-bor - der businesses on anti-bribery and corruption risks arising anywhere in the world. The firm’s US white-collar partners, most of whom are for - mer federal prosecutors, lead a team with more than 200 US lawyers working in close co-ordi - nation with Freshfields’ offices in Europe, the Middle East and Asia. Freshfields helps clients respond to simultaneous inquiries from the US DOJ, the US SEC and CFTC, the UK Serious Fraud Office, and other global regulators and

prosecutors, in connection with allegations of bribery and corruption. Freshfields’ lawyers de - velop multi-pronged defence strategies to navi - gate the varied expectations of regulators and prosecutors around the globe. The firm regularly conducts international anti-bribery compliance programme reviews and provides due diligence and transactional advice for some of the world’s leading investors, banks and multi-nationals. Recent anti-corruption work has included se - curing the first declination with disgorgement under the DOJ’s Corporate Enforcement Policy.

Contributing Editor

Co-Author

Eric Bruce is a partner in Freshfields’ global investigations, white-collar

Justin Simeone is a senior associate in Freshfields’ global investigations, white-collar criminal defence, and disputes practice. He represents individuals and corporations in

criminal defence, and disputes practice. He represents boards of directors, multi-national corporations, and individual executives in complex white-collar criminal defence matters and corporate investigations. Eric is one of the relatively few lawyers in the USA who has tried an FCPA case to verdict and succeeded in getting all charges against his client dismissed. He previously served in the US Department of Justice as Counselor to the Attorney General and Senior Counsel to the Assistant Attorney General for the Criminal Division. Eric also spent more than ten years as a prosecutor in the US Attorney’s Office for the Southern District of New York.

white-collar defence, regulatory investigations, and civil litigation matters. Justin has been a member of multiple trial teams, including a four-week jury trial involving criminal securities fraud charges in the Southern District of New York. In addition, he has experience leading and conducting white-collar investigations involving conduct in more than two dozen countries, including investigations by the DOJ, SEC, CFTC, and the World Bank spanning allegations of fraud, anti-competitive practices, securities violations, and Foreign Corrupt Practices Act violations.

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INTRODUCTION Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

Freshfields US LLP 700 13th Street, NW 10th Floor Washington, DC 20005-3960 USA Tel: +1 202 777 4500 Email: Eric.Bruce@freshfields.com Web: www.freshfields.us

Anti-Corruption: The Global Picture We are proud to introduce the eighth edition of the Chambers Global Anti-Corruption Guide. The purpose of this Guide is to provide an over - view of current anti-bribery and corruption laws in a wide range of countries, including insights into key legal standards, enforcement policies, and emerging trends, from the perspective of leading practitioners in their respective jurisdic - tions. Global focus on combatting corruption Amid geopolitical turbulence in recent years, leaders from around the world have emphasised that anti-bribery and corruption efforts remain a top priority. In May 2023, following European Commission President Ursula von de Leyen’s promise to “eradicate corruption at home”, the Commission announced a significant package of reforms designed to strengthen prevention efforts, expand the definition of criminal corrup - tion, and increase criminal penalties and sanc - tions. Since that time, leaders around the world have echoed a similar emphasis on anti-bribery and corruption efforts. In September 2023, soon after becoming the Director of the UK Serious Fraud Office (SFO), Nick Ephgrave underscored the SFO’s commitment to fight corruption: “Fraud

wrecks lives and undermines the economy. I am committed to building the strong, dynamic and pragmatic authority the UK needs to fight today’s most heinous economic crimes”. In April 2024, he declared the SFO’s intention to become “the pre-eminent specialist, innovative and collaborative agency which leads the fight against serious and complex fraud, bribery and corruption”. Indeed, over the past year, the SFO has executed a number of dawn raids and new investigations in this area. Beyond Europe, the United States continues to be a driving force on anti-bribery and corrup - tion efforts. At the outset of his term in office, US President Joseph Biden declared corruption a matter of “national security”. In December 2023, he reinforced the message that “[c]orrup - tion poses an existential threat to prosperity, security, and democracy – for Americans and for people around the world”. In 2024, after a brief downturn in Foreign Corrupt Practices Act (FCPA)-related penalties during the pandemic years, US authorities imposed more than USD1 billion in FCPA-related penalties. Key developments in legislation, guidance, and enforcement initiatives The continued emphasis on combatting brib - ery and corruption is further evident from many

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INTRODUCTION Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

important legislative and policy reforms in recent years. As noted above, in May 2023, the Euro - pean Commission proposed a broad directive aimed at combatting corruption, as part of a broader effort to harmonise procedures for fight - ing corruption across the EU member states. Since that time, countries inside and outside the European Union have implemented legislation and policy guidance to further bolster anti-brib - ery and corruption enforcement at the domes - tic level. As the authors of this Guide explain in greater detail within their individual chapters, there have been noteworthy developments in many countries. We briefly highlight just a few. Australia – Combatting Foreign Bribery Act In February 2024, the Australian Parliament passed the Combatting Foreign Bribery Act, marking a pivotal moment in Australia’s ongoing battle against global corruption. This legislation expands Australia’s anti-bribery and corruption regime in several ways. • First, the Act broadens the definition of “brib - ery” by revising definitions such as “advan - tage” and “associate”. It also clarifies that the “intent” to influence does not need to be directed at a specific official or to obtain a specific business advantage. • Second, the Act mandates that corporations take proactive steps to prevent bribery, and the failure to do so can result in conviction and significant penalties. More broadly, the Act increases penalties for corporations and individuals, including imprisonment of up to ten years for individuals and considerable fines for corporations. • Finally, the Act mandates review of operations and requires publication of clear guidance to assist corporations in implementing measures that prevent bribery and corruption.

In August 2024, the Attorney General published “Guidance on adequate procedures to prevent the commission of foreign bribery”. The Guide describes five main indicators of an effective anti-bribery compliance programme: 1. a culture of integrity within the corporation; 2. pro-compliance conduct by top-level man - agement; 3. a strong anti-bribery compliance function; 4. effective risk assessment; and 5. careful and proper use of third parties. United Kingdom – Economic Crime and Corporate Transparency Act In October 2023, the United Kingdom imple - mented the Economic Crime and Corporate Transparency Act (ECCTA), which aims to reform enforcement of economic crime and corporate liability. Among other important features, the ECCTA expands key definitions that are relevant to enforcement actions. • First, the Act broadens the scope of senior executives whose actions can be attributed to a company to establish criminal liability. Previously, only individuals representing the “direct mind and will” of a company could create liability; now, “senior managers” can also create liability. The Act broadly defines “senior managers” as employees who play a “significant role” in (i) making decisions about managing or organising the whole or a substantial part of a company; or (ii) actu - ally managing or organising the whole or a substantial part of a company. • Second, the Act adds a strict liability offence of “failure to prevent fraud”, including fraud by “associated persons,” who may include employees or agents who act on behalf of a company. The new offence only applies to large organisations, but it has broad extrater -

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INTRODUCTION Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

ritorial reach, which will likely be subject to further guidance and court interpretation in the future. On the whole, the ECCTA has significant poten - tial to bolster the SFO’s stated objective to increase anti-bribery and corruption enforce - ment actions over the coming years. France – Anti-Corruption Agency Guidelines on Sponsorships and Charitable Donations In recent years, the French Anti-Corruption Agency (AFA) has published updated guid - ance on key anti-bribery and corruption topics, including a March 2023 Guide on “Internal Anti- Corruption Investigations,” which provides an overview of best practices for companies. In March 2024, the AFA published new Guide - lines on “Managing Risk in Corporate Sponsor - ships and Patronage Activities,” which is an area that can expose many companies to unexpected bribery risks. Among other guidance, it clarifies the definitions of these important terms: • First, the Guidelines explain that sponsorship, which is not otherwise defined under French law, involves support to an event, entity, or individual of a philanthropic, educational, sci - entific, social, humanitarian, sporting, family, cultural, artistic, or environmental nature, with a view to gaining a direct benefit from the transaction. • Second, the Guidelines explain that charitable donations, which is defined under French tax law, involve material or financial support given to a legal entity or charitable organisation to carry out activities that benefit the general interest, without any direct or indirect benefit in return.

The Guidelines discuss risks associated with these activities and provide recommendations on how to avoid such risks. It includes exam - ples of potentially problematic situations and proposes specific prevention and detection measures that are in line with the AFA’s general anti-corruption guidelines. It also recommends corporate compliance measures, such as poli - cies, procedures, written agreements, training, and internal controls designed to prevent activi - ties that may lead to criminal exposure. United States – International Corporate Anti- Bribery Initiative Amid these legislative and policy developments, the United States remains a leader in anti-bribery and corruption efforts worldwide. To that end, in November 2023, the DOJ announced the crea - tion of the International Corporate Anti-Bribery Initiative (ICAB), which aims to strengthen global efforts in combatting corruption through shared data and enhanced cross-border co-operation. The ICAB intends to strengthen the United States’ ability to identify, investigate, and even - tually prosecute foreign bribery offences by working with law enforcement partners in other countries, and international data experts. Act - ing Assistant Attorney General Nicole Argentieri has explained: “The Justice Department cannot succeed in combating corruption on our own. Criminals involved in bribery move across inter - national borders, as do the illicit proceeds of their crimes. To effectively fight these offenses, strong partnerships and cooperation with our international counterparts is mission critical”. Indeed, during 2024, the DOJ announced sev - eral significant FCPA resolutions that involved joint co-operation between the DOJ and foreign authorities, including Colombian, Ecuadorian, Indian, Indonesian, Panamanian, Portuguese,

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INTRODUCTION Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

Singaporean, South African, and Swiss authori - ties. Expanding policy initiatives to expand whistle-blower protections Against the backdrop of these legislative and policy developments, there has been a notable push to strengthen whistle-blower incentives and protections in Europe and the United States. In 2019, the EU Whistle-Blowing Directive established new protections for whistle-blowers who report breaches of EU law. In July 2024, the European Commission announced that all member states had transposed the Directive’s main provisions in their domestic law. Despite some delays in transposition, the Directive has generated significant domestic legal reforms. For example, in 2023, Austria, Germany, Italy, and Spain all enacted domestic laws that secure protection of whistle-blowers. As required by the Directive, common features of these laws include: • clearly established reporting channels for internal, external, and public reporting; • heightened whistle-blower protections that prevent retaliation and ensure confidentiality; and • increased sanctions for employers that harm whistle-blowing by obstructing communica - tion, failing to maintain confidentiality, allow - ing retaliation, and similar actions. Beyond the EU region, authorities in the United States have since taken significant steps that are designed to further incentivise whistle-blowers in the anti-bribery and corruption space. Since 2011, the Securities and Exchange Com - mission (SEC) has operated a whistle-blower programme that entitles qualifying individuals to

a portion of the penalties collected in a result - ing enforcement action, leading the SEC to pay nearly USD600 million in awards and receive 18,000 whistle-blower tips in fiscal year 2023 alone. In April 2024, the DOJ announced a similar Corporate Whistleblower Awards Pilot Program, which will entitle non-culpable individuals to receive a portion of assets that result from suc - cessful prosecutions involving criminal or civil forfeitures. It also announced a Pilot Program on Voluntary Self-Disclosure for Individuals, which offers culpable individuals who co-operate with DOJ investigations discretionary grants of immunity, and entry into non-prosecution agree - ments. Since that time, several US Attorney’s Offices – including those in the Southern District of New York and the Northern District of Califor - nia – have implemented similar programmes that allow whistle-blowers to receive non-prosecu - tion agreements, even if those whistle-blowers were involved in the underlying misconduct. Importantly, the new US whistle-blower pro - grammes complement other recent DOJ poli - cies that offer significant penalty reductions for companies that disclose new information that DOJ authorities have not already received from others. By design, these dual policies set up a potential race to disclose between companies and individual whistle-blowers. As Lisa Mona - co, DOJ Deputy Attorney General, summarised in her March 2024 remarks: “[O]ur message to whistle-blowers is clear: the Department of Justice wants to hear from you. And to those considering a voluntary self-disclosure, our mes - sage is equally clear: knock on our door before we knock on yours.” Conclusion As these highlights illustrate, anti-bribery and corruption efforts remain at the top of the agenda for government enforcement agencies

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INTRODUCTION Contributed by: Eric Bruce and Justin Simeone, Freshfields US LLP

around the world. It is more important than ever for practitioners to remain familiar with the legal standards, enforcement policies, and emerging trends in this area. The following chapters provide valuable insights from expert practitioners who closely follow these developments within their respective jurisdictions. We sincerely thank the authors for their excellent contributions. We hope that prac - titioners will continue to find this Guide to be a valuable resource for understanding and navi - gating anti-bribery and corruption laws around the world.

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ARGENTINA

Brazil

Paraguay

Chile

Uruguay

Buenos Aires

Argentina

Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra Estudio Durrieu

Contents 1. Legal Framework p.15 1.1 International Conventions p.15 1.2 National Legislation p.15 1.3 Guidelines for the Interpretation and Enforcement of National Legislation p.15 1.4 Recent Key Amendments to National Legislation p.15 2. Bribery and Corruption Elements p.16 2.1 Bribery p.16 2.2 Influence-Peddling p.16 2.3 Financial Record-Keeping p.16

2.4 Public Officials p.17 2.5 Intermediaries p.17 2.6 Lobbyists p.18 3. Scope of Application p.18 3.1 Limitation Period p.18 3.2 Geographical Reach of Applicable Legislation p.18 3.3 Corporate Liability p.18 4. Defences and Exceptions p.19 4.1 Defences p.19 4.2 Exceptions p.19 4.3 De Minimis Exceptions p.19 4.4 Exempt Sectors/Industries p.19 4.5 Safe Harbour or Amnesty Programme p.19 5. Penalties for Violations p.19 5.1 Penalties on Conviction p.19 5.2 Guidelines Applicable to the Assessment of Penalties p.19

6. Disclosure Processes p.20 6.1 Disclosure Obligations p.20 6.2 Voluntary Disclosure Incentives p.20 6.3 Self-Disclosure Procedures p.20

6.4 Protections Afforded to Whistle-Blowers p.21 6.5 Incentives Provided to Whistle-Blowers p.21

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ARGENTINA CONTENTS

7. Enforcement Trends p.21 7.1 Enforcement p.21 7.2 Enforcement Bodies p.22

7.3 Jurisdictional Reach of Enforcement Bodies p.22 7.4 Discretion for Mitigation and Aggravation p.22 7.5 Recent Landmark Investigations or Decisions p.23

7.6 Level of Sanctions Imposed p.23 8. Compliance Expectations p.23 8.1 Compliance Obligations p.23 8.2 Compliance Guidelines and Best Practices p.24 8.3 Compliance Monitorships p.24 9. Assessment p.25 9.1 Assessment of the Applicable Enforced Legislation p.25 9.2 Likely Changes to the Applicable Legislation of the Enforcement Body p.25

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

Estudio Durrieu is the largest white-collar crime, asset recovery and penal compliance law firm in Argentina, specialised in the professional practice of international law, compliance and economic criminal law, encompassing punitive law, corporate governance and global business law. The firm has developed its practice in both regional and international courts. It has a net - work, known as RIEDPE, of correspondents in Argentina and abroad which allows it to provide assistance in its specialised area of anti-fraud

and asset recovery. Its clients include oil and energy companies, national and foreign banks, sovereign states and economic groups, among others. The firm is proud to be on the list of law firms suggested by the embassies of the US, the UK, Italy, Israel, Canada, Russia and China. In summary, Estudio Durrieu leads international lawyers and human rights experts located in Argentina in advising governments, individuals, financial institutions, NGOs and multinational companies. Tomas Guido is junior partner at Estudio Durrieu, and joined the firm in 2017. He is specialised in economic crimes, with a PhD in issues related to financing of terrorism and money laundering. His main areas of work are business crimes litigation and white-collar corporate investigations. He has extensive experience in representing both local and international clients in matters involving allegations of bribery, fraud, breach of fiduciary duties, and money laundering, among other financial crimes, before national and international courts. Tomas also advises clients in connection with compliance issues, internal investigations and audits, and provides legal support in collecting and preserving relevant evidence for the courts.

Authors

Roberto Durrieu is the managing partner of Estudio Durrieu SRL and holds a DPhil in Law from the University of Oxford. He is one of the most sought-after criminal lawyers in

Argentina, particularly in the business sector, as a result of his extensive experience in the courts and his participation in complex processes of business offences negotiations, both judicial and extra-judicial. With more than 25 years of legal experience, Roberto has handled some of the most relevant and complex cases in the areas of white-collar crime, international litigation, asset recovery, compliance and tax crimes, together with AML-CFT and corruption, extradition and international co-operation, corporate investigations and cybercrimes.

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

Aranzazú Sesma Lasierra has been an associate at Estudio Durrieu since 2023 and is specialised in economic crimes linked to financing of terrorism and money laundering. She has

represented both local and international companies in matters involving business crimes, white-collar corporate investigations and corruption, among other economic crimes, before national and international courts. Aranzazú has significant experience advising clients in internal investigations, as well as preserving evidence for future investigations.

Estudio Durrieu Suipacha 1380, 5th Floor, Autonomous City of Buenos Aires, Argentina, C1011ACD Tel: +54 11 3984 0000 Fax: +54-11-3984-000 Email: durrieu@durrieu-lex.com Web: durrieu-lex.com

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

1. Legal Framework 1.1 International Conventions

and regulatory frameworks exist beyond this pri - mary legislation. 1.3 Guidelines for the Interpretation and Enforcement of National Legislation The guidelines developed on the interpretation and application of the national anti-corruption legislation are as follows: • the National Integrity Strategy (formerly the National Anti-Corruption Plan, from 2019 to 2023); • agencies such as the Anti-Corruption Office ( Oficina Anticorrupción ), which provide rec - ommendations and frameworks to support compliance with anti-corruption laws, includ - ing Law No 27,401; • guidance for the creation and strengthening of integrity and transparency areas in trans - parency in national, provincial and municipal jurisdictions; • the “Guide for the Ethical Exercise of the Civil Service Public Service”; • the “Corruption and Integrity: Towards a New Preventive Approach” guidelines; and • guidelines for the development of integrity policies in state-owned companies. 1.4 Recent Key Amendments to National Legislation In the past 12 months, in Argentine criminal legislation,Law No 27,401 on corporate criminal liability and anti-corruption measures has seen adjustments aimed at enhancing compliance mechanisms for companies and increasing pen - alties for violations.

The main international conventions ratified by Argentina, relating to anti-bribery and anti-cor - ruption, are the following: • the Inter-American Convention Against Cor - ruption (Law No 24,759/27,430); • the United Nations Convention Against Cor - ruption (Law No 26,097); • the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Law No 25,319); • the Mutual Assistance Collaboration Protocol in Criminal Affairs for MERCOSUR (Laws No 25,095 and 26,004); and • the Inter-American Convention on Mutual Assistance in Criminal Affairs (Law No 26,139). 1.2 National Legislation The relevant national legislation includes the fol - lowing: • the Argentine Criminal Code ( Código Penal Argentino ) (Law No 11,179); • the Law on Ethics in the Exercise of Public Office (Law No 25,188); • Law No 25,233 - Anti-Corruption Office; • Law No 27,401 - Corporate criminal liability, particularly in cases of bribery; • Law No 26,857 - Ethics in the exercise of public functions; • Law No 26,683 - Financial Information Unit; • the Inter-American Convention Against Cor - ruption (Law No 24,759/27,430); and • all the signed and ratified conventions. While the core offences are largely found within the Argentine Criminal Code, additional offences

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

2. Bribery and Corruption Elements 2.1 Bribery According to the Argentine legislation, bribery is defined as the offer, promise, giving, acceptance or solicitation of an undue advantage of any val - ue (which may be of a financial or non-financial nature), directly or indirectly, and regardless of its location, in violation of the law, as an inducement or reward to a person to act or refrain from acting in connection with the performance of a person’s duties. The receipt of a bribe is an offence. All persons exercising public functions are pro - hibited from receiving gifts, presents, donations, benefits, or gratuities, of services or goods, including the gratuitous transfer of the use there - of, on the occasion or in connection with the performance of their functions. It is understood that the gifts, presents, donations, benefits or gratuities have been received on the occasion of the performance of their duties which they would not have been offered if the recipient did not hold the position which they hold, except for gifts of courtesy or diplomatic custom (see Decree No 1,179/2016 and Decree No 5,013/72). Under the Argentine Criminal Code, specifically in Article 256, the term “public official” includes anyone who participates accidentally or perma - nently in the exercise of public functions, wheth - er by popular election or by appointment by a competent authority. Employees of state-controlled companies are included in this definition, as they are consid - ered public officials when they exercise func - tions on behalf of the state or in relation to public resources. Finally, bribery of foreign public officials is also criminalised in Argentina under Law No 27,401,

in the same manner described. On the other hand, bribery between private parties in a com - mercial transaction is not covered by the law. 2.2 Influence-Peddling Under Article 256 bis of the Argentine Criminal Code, influence-peddling is a crime punish - able in Argentina that foresees the conduct of the person who, by themselves or through an intermediary, requests or receives money or any other gift, or accepts a direct or indirect promise to unduly assert their influence before a public official, so that the latter delays or fails to do something related to their functions. An individual is also punishable who, directly or indirectly, unduly offers, promises or grants to a public official of another state or of a public inter - national organisation, whether for their own ben - efit or that of a third party, sums of money or any other object of pecuniary value or other compen - sation such as gifts, favours, promises or advan - tages, in exchange for such official performing or omitting to perform an act in connection with the exercise of his or her public functions, or in order to use the influence derived from his or her position in a matter related to a transaction of an economic, financial or commercial nature (Article 258 bis of the Criminal Code). Furthermore, Law No 27,401 also encompasses influence-peddling involving foreign public offi - cials, criminalising acts that seek to improperly influence these officials in order to secure an advantage in international transactions. This aligns with Argentina’s international obligations to combat corruption and ensure integrity in

both domestic and foreign contexts. 2.3 Financial Record-Keeping

Argentine law recognises different types of conduct related to the inaccuracy of corporate

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

books and records and the dissemination of false information - specifically, falsification or adulteration of documents and false balances sheets. In this regard, Argentine courts penalise the representative, administrator or controller of a commercial company that is obliged to estab - lish private control bodies when they inform the partners or shareholders by hiding or falsifying facts that are important to assess the economic situation of the company or when they include false or incomplete data in the balance sheets, annual reports or other accounting documents (Article 309(2) of the Criminal Code). The law also punishes whoever makes in whole or in part a false document or adulterates a true one, in such a way that it may result in damage (see Article 292 of the Criminal Code). The founder, director, administrator, liquidator or trustee of a corporation, co-operative or other collective person, who knowingly publishes, cer - tifies or authorises a false or incomplete inven - tory, balance sheet, profit and loss account or the corresponding reports, minutes or memoirs, or falsely informs the assembly or meeting of partners about important facts to assess the economic situation of the company, whatever the purpose of the verification may have been, is also punishable by law (Article 300 Section 2 of the Criminal Code). The dissemination of false information is not a crime unless it is used for the purpose of instill - ing public fear or inciting riot or disorder (Article 211 of the Criminal Code). 2.4 Public Officials Argentine law contains several offences relating to the misappropriation and misuse of public funds by public officials, as follows.

• Misappropriation of public funds Article 260 of the Argentine Criminal Code criminalises the misappropriation of public funds by a public official, encompassing any unlawful appropriation or use of such funds for per - sonal gain. • Unlawful taking of interest Article 261 prohibit officials from obtaining personal benefits or advantages in connection with their official duties. • Embezzlement Article 260 criminalises unlaw - ful use of public funds by a public official for purposes not authorised by law, resulting in financial loss to the state. • Favouritism Article 256 bis prohibits acts by a public official to benefit a specific indi - vidual or entity unlawfully in the exercise of their public duties, undermining fairness and equity in public administration. The public official must not appoint relatives or friends to serve in their department, in line with the Public Official Ethics Code, sanctioned by Decree No 41/99. These provisions reflect Argentina’s commitment to preventing corruption and ensuring account - ability among public officials. 2.5 Intermediaries There are general provisions that penalise the intermediary according to their degree of partici - pation in the criminal act. Primary or secondary complicity is determined based on the essential nature of the contribution. However, their liability may be excluded in case it is proven that they acted as a mere instrument without the will to commit the crime. In addition, specific regulations are provided for. In criminal tax matters there is the clause of “acting in the place of another” which is used to

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

determine the liability of a person who, without being the taxpayer, commits a crime on behalf of, with the help or for the benefit of a person of ideal existence, a mere de facto association or an entity that, despite not having the status of a legal entity, the regulations attribute to it the status of a taxpayer. Likewise, with respect to money laundering, smuggling and exchange crimes, the liability of the legal entity is established when the crimi - nal acts have been carried out in its name, with its intervention, or for the benefit of the legal entity, in which case penalties are applied to the company. Finally, there is the figure of the “de facto administrator” for the cases in which it is demonstrated that there is a person operating behind the authorities formally designated in the companies. 2.6 Lobbyists In Argentina, lobbying activities are not com - prehensively regulated by a single national law. However, certain laws and regulations address aspects of lobbying, particularly in the context of transparency and public administration. • Law No 27,275 this law on access to public information includes provisions that promote transparency in public decision-making processes, indirectly affecting lobbying by requiring public officials to disclose certain interactions with interest groups. • Sector-specific regulations various sectors, such as healthcare and energy, may have specific regulations that govern interactions between public officials and private entities, ensuring transparency and accountability. • Provincial and municipal regulations some of these have enacted their own lobbying regu - lations, outlining registration requirements for lobbyists, disclosure of lobbying activities,

and the need for transparency in communica - tions with public officials.

3. Scope of Application 3.1 Limitation Period

The maximum time limit that applies to corrup - tion offences is the maximum term of the antici - pated sentence, which may not exceed 12 years. The term is suspended while the public official remains in a public position. It is established that the official’s position must have the potential to hinder the investigation for the suspension of the statute of limitations to be applicable. 3.2 Geographical Reach of Applicable Legislation Argentine law assumes jurisdiction for crimes committed or whose effects must be produced in the territory of the Argentine nation, or in plac - es subject to its jurisdiction. In addition, Argentina assumes jurisdiction for crimes committed abroad by agents or employ - ees of the Argentine authorities in the perfor - mance of their duties, as well as for the crime of international bribery committed abroad by Argentine citizens or legal entities domiciled in the Argentine Republic (Article 1 of the Criminal Code). 3.3 Corporate Liability Argentina adopts the criminal liability of the legal person related to bribery and influence-peddling, national and transnational, negotiations incom - patible with the exercise of public functions, illicit enrichment of officials and employees, aggravat - ed false balance sheets and reports, according to Law No 27,401, which regulates the responsi - bility of persons and corporate entities. Individu -

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

4.4 Exempt Sectors/Industries In relation to the offences described above, no sectors or industries are exempt. 4.5 Safe Harbour or Amnesty Programme The legal person may be exempt from penalty if they have spontaneously denounced the crime, implemented an adequate control and supervi - sion system whose violation would have required an effort for the commission of the crime, and returned the undue benefit obtained. 5. Penalties for Violations 5.1 Penalties on Conviction The penalties for the offences described above are as follows. • Corruption imprisonment between ten to 15 years. • Bribery and influence peddling imprisonment between one to six years. • Negotiations incompatible with the exercise of public functions imprisonment between one to six years. • Illicit enrichment of officials and employees imprisonment between two to six years. • Aggravated false balance sheets and reports imprisonment between six months to two years. 5.2 Guidelines Applicable to the Assessment of Penalties The assessment of appropriate penalties for criminal offences is primarily governed by the Argentine Criminal Code and laws addressing specific crimes, such as corruption and finan - cial crimes. Judges must take into account the following:

als and companies are also subject to criminal liability for the described offences. Finally, in cases of transformation, merger, absorption, spin-off or any other corporate mod - ification, the liability of the legal person is trans - ferred to the resulting or absorbing legal person.

4. Defences and Exceptions 4.1 Defences

The main defence that a legal entity may use is the statute of limitations, which is computed in six years since the crime was committed. In relation to the directors, they can structure their defence around the delimitation of their specific competences and the delegation of tasks. Consequently, the existence of a conflict of interest between the legal entity and the person appointed as representative is foreseen, which leads to the removal of the latter. Finally, the legal person may allege to obtain an exemption from punishment that the human person who committed the crime acted for its exclusive benefit and without generating any benefit for the entity. 4.2 Exceptions The legal entity cannot extinguish the criminal action by payment or by full reparation of the damage, which is allowed for the natural per - sons involved in the act. 4.3 De Minimis Exceptions In relation to the offences outlined previously, no minimis exceptions are contemplated in Argen - tina.

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

6.2 Voluntary Disclosure Incentives Enforcement bodies do create incentives for companies and individuals to engage in vol - untary self-disclosure of potential violations of anti-bribery and anti-corruption provisions. Key aspects include the following. • Law No 27,401 this law encourages voluntary self-disclosure by offering potential benefits such as reduced penalties for companies that come forward with information about their own violations. Self-disclosure may lead to more lenient treatment during investigations. • Co-operation benefits the Public Prosecutor’s Office may offer incentives for co-operation, including plea agreements or the possibility of reduced sanctions if the disclosing party provides substantial assistance in investigat - ing broader corruption cases. • Corporate compliance programmes imple - mentation of these can positively influence enforcement outcomes. Companies that proactively address potential violations and disclose them may receive more favourable treatment, as it demonstrates a commitment to ethical conduct. • Judicial guidance courts and prosecutors have indicated through various rulings that voluntary disclosure can mitigate conse - quences, encouraging entities to take respon - sibility for their actions. 6.3 Self-Disclosure Procedures The self-disclosure process for potential viola - tions of anti-bribery and anti-corruption provi - sions typically involves the following steps. • Internal investigation companies should con - duct an internal investigation to gather facts and assess the extent of the potential viola - tion. This includes reviewing documentation and interviewing relevant personnel.

• non-compliance with internal rules and proce - dures; • the number and hierarchy of officials, employ - ees and collaborators involved in the crime; • any lack of vigilance over the activity of the perpetrators and participants; • the extent of the damage caused; • the amount of money involved in the commis - sion of the crime; • the size, nature and economic capacity of the legal person; • spontaneous reporting to the authorities by the legal person as a consequence of an internal detection or investigation activity; • subsequent behaviour; • the willingness to mitigate or repair the dam - age; and • recidivism. These guidelines, for the assessment of appro - priate penalties, are in accordance with Law No 27,401. 6. Disclosure Processes 6.1 Disclosure Obligations The obligation to report only applies to those who are public officials. Likewise, those who are legally in a position of guarantor with respect to unlawful acts commit - ted by a legal entity or by an individual under their supervision must report the offence to avoid being held individually liable. However, the legal person has incentives to spontaneously report a crime that it knows of because of its own internal detection and inves - tigation activity if it intends to obtain a penalty exemption.

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

• Preparation of disclosure once the investiga - tion is complete, the company prepares a comprehensive disclosure report outlining the findings, the nature of the violation, and any steps taken to rectify the situation. This report should be thorough and transparent. • Submission to authorities the company submits the disclosure report to the relevant enforcement body, which is usually the Public Prosecutor’s Office ( Ministerio Público Fiscal ). This can be done formally by written commu - nication, ensuring that all necessary docu - mentation is included. • Co-operation upon submission, the company may offer to co-operate with the authorities by providing additional information or access to witnesses. This willingness to co-operate can be a critical factor in obtaining leniency. • Follow-up after submission, companies may need to engage in further discussions or negotiations with the authorities regarding the implications of the disclosure, potential penalties, and any compliance measures to be implemented moving forward. • Legal representation it is advisable for com - panies to engage legal counsel experienced in compliance and anti-corruption matters to navigate the self-disclosure process effective - ly and ensure that their rights are protected. 6.4 Protections Afforded to Whistle- Blowers If necessary, appropriate and special protective measures (eg, change of identity, police custody, relocation) must be taken to safeguard the life and physical integrity of the whistle-blower and his or her family, according to Law No 27,319. To this end, the National Program for the Protec - tion of Witnesses and Defendants was estab - lished to guarantee the physical and psychologi - cal integrity of all those persons who collaborate

in federal cases. In the same sense, the extent of protection is left to the discretion of the courts. Such measures are applicable even after the case has concluded. It is also imperative in the law to keep the informant’s identity confidential. 6.5 Incentives Provided to Whistle- Blowers There are economic compensations for inform - ants/whistle-blowers, according to Law No 27,319. The compensation regime establishes that, for the provision of information of relative relevance: • a sum of money not exceeding the equivalent of 1.5 minimum vital and movable wages will be paid; • a sum of money equivalent to the value between 1.5 minimum vital and movable wag - es, up to seven minimum vital and movable wages will be paid; • a sum of money equivalent to the value between seven minimum vital and movable wages up to 23 minimum vital and movable wages will be paid; and • a sum of money equivalent to the value between 23 minimum vital and movable wages up to 57 minimum vital and movable wages will be paid (see Resolution 917- E/2017).

7. Enforcement Trends 7.1 Enforcement

In criminal matters, there is the figure of forfeiture with respect to assets that are proven to be the proceeds of an illegal act. Likewise, the regulations provide for the initiation of a patrimonial investigation at the beginning of the initiation of the case as a way of safeguard -

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ARGENTINA Law and Practice Contributed by: Roberto Durrieu, Tomas Guido and Aranzazú Sesma Lasierra, Estudio Durrieu

ing the assets of presumed illicit origin (see Arti - cle 23 of the Penal Code). In a similar vein, a special civil forfeiture of own - ership regime was established in Decree No 62/2019. This process must be carried out before the fed - eral, civil and commercial courts when the origin of the assets cannot be reliably demonstrated and they are suspected to be the result of a crim - inal action (see Law No 26.994, Article 1907). 7.2 Enforcement Bodies For the offences listed, the enforcement bodies are the Argentinian courts for criminal sanctions, and the Anti-Corruption Office for administra - tive sanctions; and these entail the prevention and investigation of those conducts that, within the scope established by the Argentine law, are considered as falling within the scope of the Inter-American Convention against Corruption (approved by Law No 24,759), the United Nations Convention against Corruption (approved by Law No 26,097), the Convention against Corrup - tion (approved by Law No 26,097), and the Con - vention on Combating Bribery of Foreign Public Officials in International Commercial Transac - tions (approved by Law 25.319). The scope of application covers the National Public Adminis - tration, both centralised and decentralised. 7.3 Jurisdictional Reach of Enforcement Bodies The jurisdictional reach of enforcement bodies concerning anti-bribery and anti-corruption laws extends to the following. • The Public Prosecutor’s Office ( Ministerio Público Fiscal ): this body has broad jurisdic - tion to investigate and prosecute corruption- related offences, including those involving

public officials and corporate entities. Its authority extends across all provinces and territories of Argentina. • The federal courts for (certain corruption cas- es) : these courts handle cases with national significance and have the authority to apply federal legislation, including anti-corruption laws. • The provincial courts: for offences that do not involve federal jurisdiction. Each province has its own judicial system to address corruption and related crimes. • International jurisdiction: Argentine law also allows for the prosecution of certain offences that occur outside the national territory if they involve Argentine nationals or interests. This reflects Argentina’s commitment to interna - tional anti-corruption standards. • Regulatory agencies: additional bodies, such as the Anti-Corruption Office ( Oficina Anticor- rupción ), play a role in oversight and can col - laborate with the Public Prosecutor’s Office to investigate and address corruption. Overall, the jurisdictional scope of these bodies has both national and international dimensions, reflecting a comprehensive approach to com - bating corruption. 7.4 Discretion for Mitigation and Aggravation The legal person and the Public Prosecutor’s Office may enter into an effective collaboration agreement, by means of which the former is obliged to co-operate through the disclosure of precise, useful, and verifiable information or data for the clarification of the facts, the identification of the perpetrators or participants or the recov - ery of the proceeds or profits of the crime, as well as compliance. Judicial approval is required for these to be accomplished.

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