TRW & Co · Competition, Regulatory & Investigations
Bribery Solicitors in London
Bribery solicitors in London advise companies and individuals on the Bribery Act 2010, one of the strictest anti-corruption laws in the world. Organisations that do business in the UK can be liable for bribes paid by agents anywhere, and since 2026 companies can be convicted of any offence committed by a senior manager. Strong procedures are the main defence.
Key pointSection 7 makes a company liable for bribery by anyone performing services for it, with no need to prove management knowledge. The only defence is adequate procedures, which must exist and work before the bribe is paid.
At a glance
Four core offences
The Bribery Act 2010 covers bribing, being bribed, bribing foreign public officials and a corporate offence of failing to prevent bribery by associated persons.
Ten-year maximum sentence
Individuals convicted on indictment face up to 10 years' imprisonment, an unlimited fine or both; organisations face unlimited fines.
Adequate procedures defence
Ministry of Justice guidance sets six principles: proportionality, top-level commitment, risk assessment, due diligence, communication and monitoring and review.
Senior manager liability
Companies are liable for economic crimes by senior managers, and the Crime and Policing Act 2026 extended this to all offences from 29 June 2026.
Self-reporting incentive
SFO guidance from April 2025 says prompt self-reporting and full cooperation lead to a DPA invitation unless exceptional circumstances apply.
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What UK bribery and corruption law covers
UK anti-bribery law makes it a crime to offer, pay, request or accept a bribe, to bribe a foreign public official and, for companies, to fail to prevent bribery by people acting on their behalf. Boards and general counsel instruct bribery solicitors in London to design compliance programmes, run investigations when allegations surface and deal with the Serious Fraud Office (SFO) and other prosecutors.
The Bribery Act 2010 is among the strictest anti-corruption laws in the world. It covers private-sector bribery as well as bribery of officials, it has no exception for small facilitation payments, and its corporate offence reaches any organisation that carries on business in the UK, wherever the bribe is paid. A company headquartered abroad with a London branch can be liable for a payment made by an agent in a third country.
Recent reforms have widened corporate exposure further. Companies can now be criminally liable for economic crimes committed by senior managers, a principle extended to all offences in 2026, and a separate failure to prevent fraud offence has applied to large organisations since 1 September 2025. Anti-bribery compliance is now part of a broader economic crime framework that bribery solicitors in London advise on as a whole.
The legal framework
The Bribery Act 2010 creates four main offences, together with provisions on personal liability and jurisdiction.
| Offence | Provision | Who can commit it | Key point |
|---|---|---|---|
| Bribing another person | Bribery Act 2010, section 1 | Individuals and organisations | Offering, promising or giving an advantage to induce or reward improper performance |
| Being bribed | Bribery Act 2010, section 2 | Individuals and organisations | Requesting, agreeing to receive or accepting an advantage for improper performance |
| Bribing a foreign public official | Bribery Act 2010, section 6 | Individuals and organisations | Intent to influence the official to obtain or retain business; no need to prove improper performance |
| Failure to prevent bribery | Bribery Act 2010, section 7 | Relevant commercial organisations | Strict liability where an associated person bribes to benefit the organisation, subject to the adequate procedures defence |
| Failure to prevent fraud | Economic Crime and Corporate Transparency Act 2023 | Large organisations | In force from 1 September 2025; defence of reasonable fraud prevention procedures |
Under section 11, an individual convicted on indictment faces up to 10 years' imprisonment, an unlimited fine or both, and organisations face unlimited fines. Section 14 makes senior officers personally liable where an offence by their company under sections 1, 2 or 6 is committed with their consent or connivance. Section 12 gives the UK courts jurisdiction over offences committed abroad by persons with a close connection to the UK, such as British citizens and UK companies.
What counts as a bribe
A bribe is a financial or other advantage offered or given to induce or reward the "improper performance" of a function. Sections 3 to 5 explain what that means: the function must be one that is expected to be performed in good faith, impartially or in a position of trust, and the test is what a reasonable person in the UK would expect. Local custom or practice abroad is disregarded unless it is permitted or required by the written law of that country.
The advantage need not be cash. Jobs or internships for relatives, lavish travel, donations to an official's favoured charity, discounted services and side-payments through consultants can all qualify. Bribery solicitors in London are often asked to assess these less obvious advantages, particularly where they are arranged through third parties or presented as sponsorship.
The section 7 corporate offence
Section 7 is the provision that worries most boards. A relevant commercial organisation commits the offence if a person associated with it, such as an employee, agent, subsidiary or contractor performing services for it, bribes another person intending to obtain or retain business or an advantage for the organisation. There is no need to show that anyone in management knew. The only defence is that the organisation had adequate procedures designed to prevent bribery.
Senior manager attribution and the 2026 reforms
The Economic Crime and Corporate Transparency Act 2023 reformed the identification doctrine for economic crimes, including bribery, so that a company is liable where a senior manager acting within the actual or apparent scope of their authority commits the offence. The Crime and Policing Act 2026 extended that senior manager test to all criminal offences committed on or after 29 June 2026. Our article on corporate criminal liability explains the change.
Enforcers and outcomes
The Serious Fraud Office investigates and prosecutes serious and complex bribery, using compulsory powers under section 2 of the Criminal Justice Act 1987. The Crown Prosecution Service prosecutes other cases. Companies may be offered a deferred prosecution agreement under Schedule 17 to the Crime and Courts Act 2013, which suspends prosecution on terms approved by a judge. DPAs are available in England and Wales; Scotland has its own prosecution system under the Crown Office. Property obtained through corruption can also be pursued through civil recovery under the Proceeds of Crime Act 2002.
Adequate procedures: the six principles
The Ministry of Justice's guidance on the Bribery Act sets out six principles for procedures to prevent bribery. They are not a checklist; courts and prosecutors look at whether the procedures were proportionate to the real risks the organisation faced. Bribery solicitors in London will test a programme against each principle.
- Proportionate procedures. Policies and controls should reflect the size of the business, its sectors, countries and use of third parties.
- Top-level commitment. The board and senior management should lead a culture in which bribery is never acceptable, and be seen to do so.
- Risk assessment. A periodic, documented assessment of country, sector, transaction, business opportunity and partnership risks.
- Due diligence. Risk-based checks on agents, distributors, joint venture partners, suppliers and acquisition targets.
- Communication, including training. Policies should be communicated internally and externally, with training targeted at higher-risk roles.
- Monitoring and review. Controls should be tested, audited and updated as the business and its risks change.
Our article on Bribery Act adequate procedures gives practical examples. Large organisations should align these procedures with the reasonable procedures needed to defend a failure to prevent fraud charge, since the government's guidance on that offence follows similar principles.
The adequate procedures defence is won or lost before the bribe is paid. Prosecutors will ask what the company knew about its risks and what it did about them.
Investigations, self-reporting and DPAs
When an allegation surfaces, through a whistleblower, an audit finding, a due diligence exercise or a regulator's question, the first decisions shape the outcome. Bribery solicitors in London will typically guide a company through these steps.
- Triage. Assess the allegation, who may be involved and whether any conduct is continuing, and stop any suspect payments.
- Preserve evidence. Issue document holds, secure devices and messaging data, and suspend routine deletion.
- Establish privilege. Structure the investigation under legal advice, deciding who instructs the lawyers and how interviews will be recorded.
- Investigate. Review documents and payments, interview witnesses and consider forensic accounting support.
- Decide on self-reporting. Weigh the benefits of reporting to the SFO against the evidence and any parallel obligations, including money laundering reporting and overseas regulators.
- Engage with prosecutors. If a report is made, cooperate in line with the SFO's guidance and manage information requests and notices.
- Resolve and remediate. Outcomes range from no action to a DPA or prosecution. In each case, remediation of controls and people is central.
The SFO published updated guidance on corporate cooperation and enforcement in April 2025. It says that a company which self-reports promptly and cooperates fully will be invited to negotiate a DPA unless exceptional circumstances apply. It also sets targets, such as aiming to contact a self-reporting company within 48 hours and to decide whether to open an investigation within six months. Our guide to deferred prosecution agreements explains how negotiations work, and our section 2 notice guide covers compulsory requests.
Individuals under investigation
Employees and directors have interests that may diverge from the company's. A person interviewed in an internal investigation should understand that the company's lawyers act for the company, and that what they say may be shared with prosecutors if privilege is waived. Individuals who face SFO interviews or charges often need separate representation, and bribery solicitors in London acting for individuals will look closely at indemnity and insurance arrangements, such as directors' and officers' cover, before the first interview.
Companies should plan for this early. Offering independent legal advice to key witnesses, clarifying funding and setting out clear rules on document access can protect both the company's position and the fairness of the process.
Decide early how witness interviews will be recorded and who receives the findings. The SFO treats waiver of privilege as a significant cooperative act but says it will not penalise a company for validly maintaining privilege. Getting the structure right at the start preserves the company's choice later.
Documents and evidence
For a compliance review, investigation or transaction due diligence, the core material is similar:
- Anti-bribery policy, gifts and hospitality policy, and the conflicts of interest register.
- The most recent bribery risk assessment and any board or audit committee papers discussing it.
- Third-party due diligence files, contracts and payment records for agents, distributors and consultants.
- Gifts and hospitality registers, expense claims and charitable and political donation records.
- Training records, whistleblowing reports and the outcome of previous investigations.
- Payment data from finance systems for higher-risk countries and counterparties.
Where documents are held abroad or in other languages, data protection and local secrecy laws may affect transfer. Plan collection with local counsel before it becomes urgent.
Evidence of the programme in action matters as much as the documents themselves. Prosecutors and courts will ask whether red flags were escalated, whether third parties were ever rejected or terminated, whether training was completed by the people who needed it and whether lessons from earlier incidents changed the controls. Keep records that show decisions being made, not just policies being issued, and make sure they can be retrieved quickly if a prosecutor asks for them.
Common risks and mistakes
Treating facilitation payments as acceptable
Small payments to speed up routine government action, such as customs clearance or permits, are bribes under the Bribery Act. There is no exception for them, unlike under some other laws. Companies operating in higher-risk markets need clear rules, alternative routes for staff facing demands and a narrow, documented exception where personal safety is genuinely at risk. Staff should be trained on what to do and who to call when a payment is demanded.
Weak control of agents and intermediaries
Most corporate bribery cases involve third parties: sales agents, consultants, distributors or customs brokers. Red flags include success fees out of line with services, requests for payment to third-country accounts, links to officials and resistance to audit rights. Due diligence should be proportionate to risk, refreshed periodically and backed by contractual anti-bribery clauses, audit rights and termination rights. A file that was never reviewed after onboarding offers little defence.
Hospitality that crosses the line
Reasonable and proportionate hospitality is a legitimate part of business. Problems arise when hospitality is lavish, given to officials during a tender, extended to family members or concealed in expense claims. A clear policy with value thresholds, pre-approval for officials and a register reviewed by compliance helps. The test is whether the hospitality is intended to influence a decision improperly, so context matters as much as cost.
Inheriting liability through acquisitions
A buyer can inherit a target's past bribery, contracts obtained through corruption and continuing improper arrangements. Pre-deal due diligence should cover high-risk markets, agents and government contracts, and post-completion integration should bring the target into the group's compliance programme quickly. Warranties and indemnities help with loss but not with criminal exposure or reputational harm. Our corporate investigations team supports deal due diligence.
Mishandling whistleblowers
Many cases begin with an internal report. Ignoring it, or treating the whistleblower badly, can lead to employment claims, regulatory criticism and a lost opportunity to self-report on the company's terms. Reports should be logged, assessed independently and protected from retaliation. Our whistleblowing team advises on both the investigation and the employment law protections.
Public contracts and wider consequences
Conviction is not the only consequence. Bribery and corruption are grounds for excluding suppliers under the Procurement Act 2023 regime, and suppliers can be placed on the government's debarment list. Directors may face disqualification, and financial services firms may face regulatory action and questions about fitness and propriety. Our public procurement team advises suppliers on exclusion risk and self-cleaning measures.
Reputational and commercial effects can outlast any legal outcome. Lenders, investors and customers often include anti-corruption warranties and audit rights in their contracts, and a finding of bribery can trigger termination rights, debt defaults and reviews by multilateral development banks.
Cross-border exposure: Bangladesh, the Gulf, Asia and the US
Many TRW & Co clients operate between the UK and Bangladesh, the Gulf, Singapore or China. Each jurisdiction has its own anti-corruption law and enforcement priorities, and conduct abroad may be prosecuted in the UK under section 7 or section 12.
- Bangladesh. Corruption is investigated by the Anti-Corruption Commission under Bangladeshi law. UK-linked groups with Bangladeshi operations need controls that meet both regimes. Our UK-Bangladesh practice coordinates advice across both offices.
- The Gulf. Agency and sponsorship arrangements are common, and intermediaries need careful due diligence and contractual controls.
- Singapore and China. Both have strict anti-corruption laws and active enforcement. Investigations may need local counsel and careful handling of data transfer and state secrets rules.
- United States. Companies with US listings or connections may also be subject to the Foreign Corrupt Practices Act, so multi-agency coordination matters.
In a multi-jurisdiction investigation, the order of self-reports, the scope of privilege and the treatment of employees in different countries must be planned together. Prosecutors increasingly coordinate across borders.
How TRW & Co helps
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. We advise companies, boards and individuals on bribery and corruption risk, working with our white-collar crime and anti-money laundering teams. Where advocacy in the Crown Court or the higher courts is required, we instruct specialist counsel.
Compliance programmes
We carry out bribery risk assessments, draft policies and third-party procedures, and train boards and higher-risk staff. Programmes are built around the six principles and the failure to prevent fraud guidance.
Internal investigations
We run privileged investigations into allegations, including document review, interviews and reporting to boards, and advise on remediation and employment consequences.
Prosecutor engagement
We advise on self-reporting, respond to SFO and CPS notices, and negotiate with prosecutors, including on deferred prosecution agreements.
Transactions and third parties
We conduct anti-corruption due diligence on targets, agents and joint venture partners, and draft anti-bribery provisions for contracts.
Choosing bribery solicitors in London
Good bribery solicitors in London combine criminal law, regulatory and commercial experience, and they understand how the business actually wins work in the markets where risk arises. Ask how they would structure an investigation for privilege, how they would coordinate with overseas counsel and how they would present remediation to a prosecutor. See all our services on our practices page.
Checklist for decision-makers
- Update the bribery risk assessment, covering countries, sectors, third parties and transactions.
- Confirm the board has approved the anti-bribery policy and receives regular reports.
- Review due diligence and contract terms for agents, distributors and joint venture partners.
- Check gifts, hospitality and donations against policy and registers.
- Test whistleblowing channels and the process for escalating allegations.
- Prepare an investigation protocol covering privilege, evidence preservation and self-reporting decisions.
- Align anti-bribery controls with failure to prevent fraud procedures and the senior manager attribution rules.
- Assess exclusion and debarment risk for public contracts.
To discuss a compliance review or an urgent matter, contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, at info@trw.co or on +880 1779 127165.
Frequently asked questions
01What is the section 7 offence of failing to prevent bribery?
Section 7 of the Bribery Act 2010 makes a relevant commercial organisation liable if a person associated with it, such as an employee, agent or subsidiary performing services for it, bribes someone to obtain or retain business or an advantage for the organisation. Liability is strict: the prosecution does not need to show that senior management knew. The organisation has a defence if it proves it had adequate procedures designed to prevent bribery. The offence applies to organisations that carry on business in the UK, wherever the bribe is paid.
02What are adequate procedures under the Bribery Act?
The Act does not define them, but the Ministry of Justice guidance sets out six principles: proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review. Courts and prosecutors look at whether the procedures were suitable for the organisation's real risks. A policy that exists only on paper, or due diligence that was never refreshed, is unlikely to be enough. The procedures need to be documented, used and reviewed over time.
03Are facilitation payments allowed in the UK?
No. The Bribery Act 2010 has no exception for facilitation payments, the small payments sometimes requested to speed up routine government action such as customs clearance. They are treated as bribes. Companies operating in markets where such demands are common should have clear policies, practical support for staff and a narrow, documented approach for genuine threats to personal safety, where a payment made under duress is treated differently in practice.
04Should a company self-report bribery to the SFO?
It depends on the facts, but the incentives have increased. The SFO's guidance published in April 2025 says that a company which self-reports promptly and cooperates fully will be invited to negotiate a deferred prosecution agreement unless exceptional circumstances apply. Without a self-report, a DPA requires exemplary cooperation. The decision should follow a privileged initial investigation and take account of overseas regulators, money laundering obligations and the risk of the conduct coming to light in other ways.
05What is a deferred prosecution agreement?
A DPA is an agreement between a prosecutor and an organisation under which prosecution is suspended while the organisation meets agreed conditions, typically a financial penalty, disgorgement of profits, compensation, cooperation and improvements to its compliance programme. A judge must approve the DPA as in the interests of justice and its terms as fair, reasonable and proportionate. DPAs are available to organisations, not individuals, and are governed by Schedule 17 to the Crime and Courts Act 2013 in England and Wales.
06Can directors be personally liable for company bribery?
Yes. Individuals who pay or receive bribes commit offences under sections 1, 2 or 6. Section 14 also makes senior officers liable where their company commits one of those offences with their consent or connivance. Directors may be disqualified, and regulated individuals may face action by their regulator. Directors should also note that, because of the senior manager attribution rules, their own conduct can make the company criminally liable.
07Does the Bribery Act apply to foreign companies?
It can. The section 7 corporate offence applies to any organisation that carries on a business, or part of a business, in the UK, wherever it is incorporated and wherever the bribe is paid. Other offences apply to conduct in the UK and, under section 12, to conduct abroad by persons with a close connection to the UK, such as British citizens and UK companies. Foreign groups with UK operations should therefore extend their anti-bribery programmes to cover UK standards.
Sources and official materials
- Bribery Act 2010 — Offences, penalties and jurisdiction
- Ministry of Justice Bribery Act guidance — Six principles for adequate procedures
- Economic Crime and Corporate Transparency Act 2023 — Senior manager attribution and failure to prevent fraud
- Failure to prevent fraud offence guidance — Scope and reasonable procedures from 1 September 2025
- Crime and Courts Act 2013, Schedule 17 — Deferred prosecution agreements
- Serious Fraud Office — Investigation and prosecution of serious bribery
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.