While the EU still lacks a unified regulatory framework, France has positioned itself as a key actor in the fight against corruption. This is due in large part to the impending adoption of the proposed Directive on combating corruption^[1] of May 3, 2023, which (i) provides harmonized definition for some offences, including active[2] and passive[3] bribery; (ii) introduces new offences such as illicit enrichment;[4] and (iii) introduces penalties in the form of fines ranging from at least 3% to 5% of the total worldwide turnover, or at least €24 or €40 million.[5]

Over the last decade, France has transformed its approach to fighting corruption,^[6] shifting from a reactive stance to a comprehensive, prevention-oriented regime designed to embed anti-corruption compliance into the very fabric of corporate governance.

French focus: Two key authorities acting jointly in enforcing corruption

1. Ex ante prevention by the French Anticorruption Agency[7] (“AFA”)

A key innovation within the Sapin II framework, and the most significant difference compared to the American anti-corruption model, is the unprecedented power of the AFA to conduct ex ante compliance audits without any prior suspicion of wrongdoing.

The AFA’s proactive mandate to audit a company’s anti-corruption compliance program has led companies, especially those with a robust program, to take additional steps in anticipation of those audits. This includes preparing AFA’s initial questionnaire, which is available online[8] and contains more than 200 questions, accompanied by supporting documents. In the event of an audit, companies must then gather that information within one month.

AFA audits allow compliance departments to better understand the strengths and weaknesses of their compliance program while raising awareness among senior management who might also be interviewed by AFA agents as part of their audit. 

If, during an audit, AFA agents uncover facts that may constitute a crime, they are legally required to report their findings to the National Financial Prosecutor’s Office, the French judicial authority charged with investigating and prosecuting corporate malfeasance and corruption. The AFA does not have separate authority to prosecute criminal offenses.

The AFA’s independent sanctions committee – composed of independent judges – can impose administrative penalties on companies and their executives for deficiencies in their compliance programs (i.e. warnings, injunctions to remediate the program, and fines).

Key takeaways from AFA audits of compliance programs

Since its creation in December 2016, the AFA has carried out 266 audits^[9] on both public and private sector entities. Lessons learned from those audits include:

• At-risk sectors: According to the AFA, the sectors that are most at risk for corruption in France are, respectively, local government entities in the public sector and the construction industry in the private sector.

  At the EU level, a detailed study[10] published by the European Commission on November 4^th, 2024, identifies health, finance, public procurement, defense and security, construction and infrastructure, and sports as industries most exposed to the risk of corruption.

• Opacity of compliance governance within groups: the AFA notes a lack of clarity in the distribution of roles and responsibilities between a parent company and its affiliated entities. More specifically, it is not always easy to gauge the degree of flexibility given to subsidiaries and “controlled companies”[11] to adapt the parent company’s program to their specific characteristics (geographical, sectoral, etc.). This type of scenario is even more pronounced when a foreign parent company and a French subsidiary – subject to the Sapin II law – are involved. Therefore, the AFA recommends clarifying the definition of roles and responsibilities within parent companies and their affiliated entities .
• Lack of senior management[12] involvement in compliance programs: The AFA notes that commitment by senior management is often limited to prefacing their firm’s anti-corruption code of conduct. The AFA highlights the importance of involving a company’s senior management, especially in the risk-mapping assessment process, to ensure that they understand and “own” the risks faced by the company.
• Overly generic risk mapping assessments: TheAFA observes that the corruption scenarios used in risk mapping assessments are often not sufficiently tailored to the specific risk profile of the company. These scenarios must accurately reflect the company’s specificities, including its sector of activity, geographical location(s), and third parties it interacts with. This caveat, combined with a lack of granularity, prevents the definition of appropriate risk control measures and does not allow employees to build awareness of the risks their company actually faces.
• Insufficient level of third-party due diligence: According to the AFA, third-party due diligence conducted by audited companies remains insufficient. More precisely, third parties that are identified as risk-prone in the risk mapping assessment are not necessarily the subject of due diligence inquiries. The AFA has recently published a draft practical guideline on due diligence implementation [13] to help companies perform more efficient reviews of third parties.

2. Ex post enforcement by the National Financial Prosecutor’s Office (“PNF”)

Since its creation in 2013, the PNF has developed a solid track record of investigating international companies and other foreign entities. The PNF has also been empowered by the creation of the “convention judiciaire d’intérêt public” (“CJIP”), a settlement mechanism akin to the American “Deferred Prosecution Agreement” in 2016. See our previous article on the PNF’s CJIP Guidelines.

To tackle corruption, the PNF and the AFA can now join forces. Companies that are found to have committed acts of corruption may now be required to implement a compliance monitoring program under the supervision of the AFA as part of a CJIP negotiated with the PNF.[14]

Key takeaways from PNF’s criminal investigations

The PNF’s 2024 activity report,[15] marking its tenth anniversary, highlights its sustained focus and effectiveness. Between 2014 and late 2023, the PNF initiated 3,234 proceedings and secured 532 convictions,^[16] imposing nearly €12 billion in fines, confiscations, and damages.

• The PNF’s operational capacity was also on display in 2024, with several complex, large-scale operations, including simultaneous investigations in France, Spain, and the Netherlands, as well as searches in Moldova alongside American authorities. The PNF’s stated objective for 2025 is to maintain its emphasis on proceedings with strong links to organized crime.
• Enhanced international cooperation: the PNF has made international cooperation a central pillar of its enforcement strategy. Since its creation, the PNF has sent 868 requests for assistance to 88 international partners and has been approached 715 times by 77 different countries.

This commitment was significantly strengthened in March 2025, when the UK’s Serious Fraud Office, France’s PNF, and the Office of the Attorney General of Switzerland affirmed their shared commitment to tackling international bribery and corruption by founding a new taskforce to strengthen collaboration.^[17] This taskforce will establish a “Leaders’ Group” for strategic exchange and a “Working Group” to devise proposals for cooperation on specific cases, with an open invitation for other like-minded agencies to join.

This type of cooperation is also reflected at a domestic level, by both the PNF and the AFA. In a recent joint statement, the French Financial Markets Authority (“AMF”) and the AFA issued a call for vigilance regarding the risk of private corruption by criminal networks targeting individuals with access to inside information.^[18] They recommended that market participants strengthen their risk management systems by updating their corruption risk maps to include this specific scenario and by providing targeted training to exposed employees.

Spotlight on ESG and “Greenwashing”

Reflecting a global trend, there is a growing criminalization of Environmental, Social, and Governance (“ESG”) issues both in France and at the EU level.

This is particularly evident in the increasing number of environmental-related CJIPs. Since the mechanism was extended to cover offenses under the French Environmental Code in late 2020, over 25 environmental CJIPs have been reached. Prosecutors use this tool increasingly to implement their environmental criminal policy, as illustrated by the record fine of €2 million in an environmental CJIP.[19]

This enforcement trend is supported by robust legislation both under French national law and at the EU level.

The 2021 French Climate and Resilience Law^[20] has introduced stringent measures to combat “greenwashing,” including heavy fines of up to €4.5 million, which may be increased to ten times the amount of benefit derived from the commission of the offense and up to ten years of imprisonment.[21] The recently adopted EU Directive^[22] on the protection of the environment through criminal law expands the list of offences of environmental crimes from nine to approximately twenty offences. ^[23]

Core insights

Embrace “Audit Readiness”: The AFA’s proactive audit mandate requires a continuous “audit readiness” state of mind. Companies are invited to conduct mock audits and ensure their French-specific risk maps are detailed, updated, and well-documented.

Re-evaluate M&A Due Diligence: Following two landmark French Supreme Court rulings of November 2020[24] and May 2024,[25] an acquiring company is now liable for the pre-merger criminal offenses of a target company, regardless of its corporate form. Due diligence must include a full audit of the target’s Sapin II compliance program to avoid inheriting significant liabilities.

Prepare for Heightened ESG Scrutiny: The convergence of the new EU Environmental Crime Directive and France’s domestic focus means ESG is no longer just a reputational issue but a significant criminal risk. Companies must integrate environmental compliance into their core risk management frameworks and prepare for scrutiny of their supply chains, environmental impact, and public claims.

[1] Proposal for a Directive of the European Parliament and of the Council on combating corruption, COM/2023/234 final (“the proposed Directive”).

[2] Article 7, 1 (a) of the proposed Directive: “the promise, offering or giving, directly or through an intermediary, of an undue advantage of any kind to a public official for that official or for a third party in order for

the public that official to act or refrain from acting in accordance with his duty or in the

exercise of that official’s functions (active bribery)”

[3] Article 7, 1 (b) of the proposed Directive: “the request or receipt by a public official, directly or through an intermediary, of an undue advantage of any kind or the acceptance of the offer or the promise of such an advantage for the public that official or for a third party, in order for that official to act or to refrain from acting in accordance with his duty or in the exercise of that official’s functions (passive bribery).”

[4]Paragraph (16) and article 13 of the proposed Directive “The criminal offence of enrichment is meant to incriminate the deed of a public official who acquires, possesses” or uses property which the public official knows to be derived from corruption offences committed by a different public official”

[5] Articles 15, 16 and 17 of the proposed Directive.

[6] Law No. 2016-1691 of 9 December 2016 on transparency, combating corruption and modernising economic life (herafter “Sapin II Law”).

[7] The French Anticorruption Agency is responsible for coordinating with relevant stakeholders and for centralizing and disseminating information to help prevent and detect breaches of integrity. The AFA publishes extensive guidelines to help public and private sector entities in the design and implementation of compliance programs.

[8]https://www.agence-francaise-anticorruption.gouv.fr/files/files/Questionnaire%20art.17%20juillet%202021%20vdef2%20en%20anglais.pdf

[9] AFA, 2024 Activity Report, p. 45. : https://www.agence-francaise-anticorruption.gouv.fr/files/AFA_RA_2024_Web_4.pdf.

[10] High-risk areas of corruption in the EU: A mapping and in-depth analysis

:,https://op.europa.eu/fr/publication-detail/-/publication/5c0730b2-9769-11ef-a130-01aa75ed71a1/language-en

[11] Article L.233-3 of the French Commercial Code defines the concept of control in four ways:

• when a natural or legal person directly or indirectly holds a fraction of the capital that gives them the majority of voting rights at the general meetings of that company;
• when a natural or legal person alone holds the majority of voting rights in that company by virtue of an agreement concluded with other partners or shareholders that is not contrary to the interests of the company;
• when a natural or legal person effectively determines, through the voting rights it holds, the decisions made at general meetings of that company;
• when a natural or legal person is a partner or shareholder of that company and has the power to appoint or dismiss the majority of the members of the administrative, management, or supervisory bodies of that company.

This person is presumed to exercise this control when it directly or indirectly holds more than 40% of the voting rights and no other partner or shareholder directly or indirectly holds a larger share than it does.

Two or more persons acting in concert are considered to jointly control another when they effectively determine the decisions made at general meetings.

[12] Paragraph 17 of AFA’s guidelines: “Senior management includes the people at the head of the organisation who are responsible for its management in accordance with the corporate bylaws and the standards in force. Senior management initiates the implementation of the anti-corruption programme, validates its design and deploys and monitors the programme.”

[13]https://www.agence-francaise-anticorruption.gouv.fr/files/20250709%20Projet%20fiches%20%C3%A9valuation%20des%20tiers%20pour%20consultation_0.pdf

[14] Upon conclusion of a CJIP, the AFA may, at the request of the PNF, assist in assessing the need for a compliance monitoring program. On this occasion, and following a preliminary examination of the documents submitted by the legal entity in question to the public prosecutor’s office, the AFA issues an opinion on the principle, scope, and possible duration of the program. It also uses this information to assess the maximum costs required to carry out its inspection, which will be borne by the company. AFA’s review focuses in particular on the risk profile of the company and the anti-corruption measures already in place in order to define the scope of the compliance program as accurately as possible.

[15] PNF, 2024 Activity Report : https://www.tribunal-de-paris.justice.fr/sites/default/files/2025-01/Plaquette%20PNF%20Complet%20Web.pdf.

[16] PNF, 2024 Activity Report. The report notes 532 individuals were convicted, mainly for tax offences (363) and breaches of integrity (129).

[17] Joint statement of the UK’s Serious Fraud Office, France’s Parquet National Financier and the Office of the Attorney General of Switzerland, 20 March 2025.

[18] The AMF and the AFA, “Call for vigilance of the risk of private corruption by criminal networks of natural persons with access to inside information,” 2025.: https://www.agence-francaise-anticorruption.gouv.fr/files/Appel_vigilance%20version%20anglaise_0.pdf

[19] https://www.justice.gouv.fr/sites/default/files/2024-09/CJIPE_Nestle_Waters_20240902.pdf

[20] Law No. 2021-1104 of 22 August 2021 on combating climate change and strengthening resilience to its effects.

[21] The law expands the definition of misleading commercial practices to include false or misleading environmental claims. Furthermore, it prohibits advertisers from claiming that their products or services are carbon neutral or from using wording with an equivalent meaning or scope (e.g., “zero carbon” or “100% offset”) unless they make accurate information readily available to justify this claim.

[22] Directive (EU) 2024/1203 of the European Parliament and of the Council of 11 April 2024 on the protection of the environment through criminal law and replacing Directives 2008/99/EC and 2009/123/EC.

[23] Now including offenses like illegal timber trade, unlawful ship recycling, and serious breaches of chemical regulations. This Directive introduces “qualified offences” for the most severe environmental damage—conduct comparable to “ecocide”—that causes widespread, substantial, and long-lasting or irreversible damage to ecosystems, habitats, or the quality of air, soil, or water. These offenses will carry the most severe penalties, while harmonizing them by establishing minimum-maximum prison sentences for individuals (up to ten years for offenses causing death), and introducing substantial fines for companies, which can be based on a percentage of the company’s total worldwide turnover (e.g., 3-5%) or fixed amounts reaching up to €40 million, depending on the offense.

[24] Cass. Crim., November 25, 2020, n° 18-86.955.

[25] Cass. Crim., May 22, 2024, n°23-83.180.