Corporate joint venture and M&A transactions and the Bribery Act 2010
Produced in partnership with Nicholas Hill of Outer Temple Chambers
Corporate joint venture and M&A transactions and the Bribery Act 2010

The following Corporate guidance note Produced in partnership with Nicholas Hill of Outer Temple Chambers provides comprehensive and up to date legal information covering:

  • Corporate joint venture and M&A transactions and the Bribery Act 2010
  • Offences
  • Jurisdiction
  • Penalties
  • Application to Corporate Transactions
  • Common risks for buyers
  • Due Diligence
  • Possible responses to risk
  • Building in contractual protections
  • Post-transaction considerations

The Bribery Act 2010 (BA 2010) came into force on 1 July 2011. The BA 2010 creates a host of legal considerations in relation to corporate transactions. Whilst the identification of bribery and corruption should not (in and of itself) prevent a transaction taking place, the reach and impact of the BA 2010 should not be underestimated.

Careful, and thorough, due diligence and analysis should enable proper assessment and mitigation of the risks identified, but there is no shying away from the impact of the BA 2010. Parties to corporate transactions must pay close attention to the risks posed by bribery and corruption throughout the transaction process.

Offences

The BA 2010 created four new offences:

  1. offering, promising or giving a bribe to another person

  2. requesting, agreeing to receive or accepting a bribe

  3. bribing a foreign public official with the intention to obtain or retain business

  4. a commercial organisation failing to prevent bribery—a strict liability offence

The offence of failing to prevent bribery by a commercial organisation will be a key area for those advising organisations on corporate transactions. This offence occurs when a person associated with a commercial organisation (meaning a body incorporated in the UK, a partnership formed in the UK, or a foreign corporate body or partnership which carries on business in the UK) bribes another person intending to obtain