Foreign regulators continue to intensify their efforts to combat bribery and corruption. France’s Anti-Corruption Agency (L’Agence française anticorruption or AFA) recently published its year-in-review for 2024, which showed a nearly ten percent increase in corruption enforcement actions. Half of the offenses involved fraud or deception and 41 percent involved “active” or “passive” corruption. More recently, on April 24, 2025, the UK Serious Fraud Office (“SFO”) issued new corporate guidance, outlining factors it will consider when determining whether to prosecute a company or enter into Deferred Prosecution Agreement (“DPA”) negotiations. Together, these developments further underscore the growing commitment of international enforcement agencies to prioritize bribery and corruption in the corporate context.

The Guidance

The Guidance identifies those factors that the SFO will weigh – including when and how a company should self-report suspected misconduct as well as what constitutes “full” cooperation – when deciding whether a DPA is appropriate. SFO DPA agreements effectively suspend prosecution for a certain period so long as the company satisfies specified conditions and requirements. SFO DPAs are available only to companies, not individuals. Benefits of DPAs and why companies prefer DPA outcomes include avoiding long and expensive trials as well as minimizing the reputational damage of a conviction while still accounting for the relevant criminal behavior.

When considering the importance of self-reporting suspected misconduct, the Guidance states that the SFO does not expect for a company to “fully investigate the matter before self-reporting.” Therefore, companies should be aware that the Guidance makes clear the SFO’s expectation that a company promptly self-report “soon after learning of that evidence” of the suspected criminal conduct. According to the Guidance, when self-reporting, a company should include: (1) “all relevant known facts and evidence concerning the suspected offences”; (2) “the individual(s) involved (both those inside and outside the organization)”; and (3) “the relevant jurisdiction(s).” Ultimately, through self-reporting, the SFO seeks information allowing it “to understand the nature and extent of the suspected offending.”

The Guidance also elaborates on what the SFO considers as constituting “full” cooperation, with cooperation being identified as a “key factor” when determining the outcome of a case as well as the fines and penalties levied. Specifically, the Guidance states that a company that self-reports, but does not exhibit the level of cooperation the SFO expects may not be eligible for a DPA, while a company that does not self-report, but “provide[s] exemplary cooperation” may still be eligible for DPA negotiations. Key indicators of meaningful cooperation include, for instance, preservation of both digital and hard copy materials, disclosure of relevant documents and information, as well as providing a comprehensive account of the suspected misconduct along with identifying all individuals involved. Importantly, even if a company opts to conduct its own internal investigation, the Guidance indicates that early engagement with the SFO is critical when establishing eligibility for a DPA negotiation.

Proactive Steps for Companies

When describing “genuine cooperation” efforts, the Guidance includes “[p]resenting a thorough analysis of the corporate’s compliance programme and procedures in place at the time of offending and how the corporate has remediated, or plans to remediate, any ongoing deficiencies.” In line with previous messaging from both U.S. and foreign enforcement authorities, the Guidance reinforces the expectation that companies maintain a robust, well resourced, and effective compliance program, including proactively evaluating and documenting their compliance efforts both before and after any potential misconduct is identified.

As companies review the Guidance and determine next steps, a strong compliance framework not only helps prevent misconduct but can also significantly mitigate the consequences in the event misconduct should occur, potentially impacting both the outcome of an investigation and the severity of fines or penalties sought. More broadly, effective and robust compliance programs help to mitigate not only bribery and corruption risks, but also money laundering, sanctions issues, human rights violations, and financial fraud risks, among others. Companies with strong compliance programs are better positioned to negotiate favorable outcomes in the event enforcement actions arise, making proactive investment in compliance crucial. To that end, in today’s dynamic regulatory and enforcement landscape, maintaining a well-designed and effective compliance program is critical for companies seeking to mitigate corruption risks.

Takeaways

• The SFO’s Guidance signals a greater willingness to resolve corporate cases through DPAs provided that companies timely self-report and demonstrate meaningful cooperation.
• Both the Guidance and the UK’s new Failure to Prevent Fraud Offense, emphasize the SFO’s commitment to combating corporate bribery, fraud, and corruption.
• While there are similarities between the SFO’s Guidance and existing DOJ guidance around, for instance, cooperation, it will be important for companies to monitor whether further alignment or divergence emerges between UK and US enforcement practices following the current 180-day pause on FCPA enforcement.
• Multinational companies should continue to evaluate, assess, and address any potential gaps regarding their compliance programs as foreign regulators, including the SFO, AFA, and the Office of the Attorney General of Switzerland to name a few, ramp up enforcement efforts around corporate bribery and corruption.