On 21 April 2026, the EU Parliament adopted a new Anti-Corruption Directive, introducing a comprehensive anti-corruption criminal law to Member States with significant corporate penalties. The Directive reinforces cooperation with EU agencies and bodies including the European Anti-Fraud Office, the European Public Prosecutor’s Office, Europol and Eurojust, signalling a coordinated enforcement landscape for cross-border corruption cases.
UK and global businesses with EU subsidiaries or operations must assess their exposure and ensure their anti-bribery and corruption (ABC) compliance frameworks are fit for purpose in light of the Directive. This is particularly pertinent as there are material differences between the Directive and the UK Bribery Act 2010, as we detail below.
Scope and Key Offences
For the first time, there will be a single directive establishing harmonised definitions across all EU Member States, encompassing nine corruption-related criminal offences, including bribery, corruption, misappropriation, obstruction of justice, trading in influence, concealment, unlawful exercise of public functions, and enrichment linked to corruption offences.
Of particular significance is the introduction of trading in influence as a standalone offence. The offence covers two situations:
- The promising, offering, or giving of any undue advantage aimed at the exertion of improper influence over a public official to obtain an undue advantage; and
- The request or receipt of any undue advantage in order to exert improper influence to obtain an undue advantage from a public official.
In both cases, conduct can constitute a criminal offence irrespective of whether the influence was claimed or real, whether it was actually exerted, or whether it led to the outcome intended. Companies that retain consultants or advisers with political or government connections should take particular care.
Corporate Liability and Penalties
Under the Directive, corporate liability arises on two distinct grounds, firstly where an offence is committed by individuals in “leading positions,” and secondly where inadequate supervision or control by such persons has made possible misconduct for the company’s benefit. Maximum fines must reach at least 5% of total worldwide turnover (or, alternatively, EUR 40 million) for bribery and misappropriation offences, and at least 3% of total worldwide turnover (or, alternatively, EUR 24 million) for trading in influence, obstruction of justice and enrichment offences. Additional penalties include exclusion from public procurement, withdrawal of permits, judicial supervision and publication of the decision.
Critically, under the Directive, evidence of corporate compliance measures that are “genuine, effective and duly assessed” will be considered as mitigating factors. The Directive makes it clear that “compliance programmes” designed to be “window dressing” will not suffice, and may operate as an aggravating factor.
Recently in the UK, corporate criminal liability has been expanded to make companies liable for criminal acts of senior mangers (see our recently published article on these developments). Under the changes, organisations will be criminally liable where a senior manager commits any criminal offence in the UK while acting within their actual or apparent authority. Taking together this change and the Directive’s focus on individuals in “leading positions”, there is a clear regulatory trend aimed at holding companies directly liable for the acts and omissions of senior individuals.
Extraterritorial Reach
Although the Directive is an EU instrument, its impact is far-reaching. The Directive requires Member States to establish jurisdiction where the offender is a national, or the offence was committed in whole or in part within their territory.
Member States may also extend jurisdiction to corruption offences committed abroad where the offender is habitual resident, the offence is committed against a national or a habitual resident, the offence is committed for the benefit of a domestic legal person or in respect of any business done within the jurisdiction. This means that non-EU companies, including UK-headquartered multinationals, could face enforcement exposure in a Member State even where the underlying conduct occurred outside the EU, particularly where they have subsidiaries, operations or business interests in the EU.
EU Anti-Corruption Directive vs UK Bribery Act 2010
For businesses that have designed their ABC programmes to UK Bribery Act standards, the Directive introduces several material points of difference that must be considered. The table below highlights the most significant points of divergence.
| EU Anti-Corruption Directive | UK Bribery Act 2010 | |
| Offences covered | Nine harmonised offences including bribery, corruption, misappropriation, obstruction of justice, trading in influence, concealment, unlawful exercise of public functions, and enrichment linked to corruption offences. | Four principal offences: bribing another person, being bribed, bribery of foreign public officials and failing to prevent bribery. |
| Corporate liability trigger | Two grounds: 1. An offence committed by a person in a “leading position” (e.g. a director or senior officer) acting for the company’s benefit; or 2. An offence committed by any person under the company’s authority, where a lack of supervision or control by a person in a leading position made the offence possible. | Strict liability for failure to prevent bribery by any “associated person” (employees, agents, consultants), regardless of whether senior management were aware of or involved in the conduct. |
| Compliance programme | Corporate compliance measures that are “genuine, effective and duly assessed” will be considered as mitigating factors, not a complete defence. | A complete statutory defence to the section 7 failure to prevent bribery offence exists if an entity can prove it had “adequate procedures” in place designed to prevent bribery. |
| Maximum corporate fines | 5% of worldwide turnover or alternatively EUR 40 million for bribery and misappropriation, or 3% of worldwide turnover or alternatively EUR 24 million for trading in influence, obstruction of justice and enrichment offences. | Unlimited fines for companies, and up to 10 years imprisonment for individuals. |
| Limitation periods | Minimum 5 years for offences punishable by at least 3 years’ imprisonment.Minimum 8 years for offences punishable by at least 4 years’ imprisonment. | No statutory limitation period. |
| Extraterritorial reach | Jurisdiction based on nationality, territory, or benefit to an EU-established entity. | Any company “carrying on business” in the UK can be liable for failure to prevent bribery anywhere in the world. |
What Should Businesses Be Doing Now?
Member States have 24 months to transpose the Directive’s criminal law provisions, and 36 months for preventive measures, with Member States able to enact stricter rules and tailored provisions. With timelines now running, companies should act promptly to prepare. We recommend:
- Reviewing existing ABC programmes against the Directive, particularly the “genuine, effective and duly assessed” compliance standard. A programme that satisfies the UK Bribery Act’s “adequate procedures” test may not be sufficient under the Directive.
- Reviewing third-party and intermediary relationships, especially those with political connections, in light of the new trading in influence offence.
- Undertaking a governance mapping exercise to identify individuals within EU operations that hold roles constituting a “leading position” and ensuring those individuals have the resources, training and information to discharge their oversight obligations. Given the recent changes in the UK enabling companies to be held liable for acts of senior managers, we recommend simultaneously identifying individuals that are connected to the UK who quality as “senior managers” by considering the roles and responsibilities of the employee within the organisation and the level of managerial influence they exert.
Looking Ahead
The Directive represents a significant development in European anti-corruption law, and demonstrates a shift toward a unified European approach to holding companies criminally accountable for corruption. For UK and global companies with EU exposure, early engagement with these changes is essential to mitigate risk and strengthen compliance framework.