ARCHIVED: This Practice Note has been archived and is not maintained. For information on what to watch in 2022, see Practice Note: Corporate Crime horizon scanner 2022. This Practice Note provided a summary of the key legal developments that were expected to impact corporate crime lawyers during 2021. Coronavirus (COVID-19) continued to be a significant issue throughout 2021. The following resources are dedicated to those with a corporate crime practice: • Practical guide to remote hearings in the criminal courts It may also be useful to refer to the Brexit legislation tracker [Archived], Brexit collection and Brexit timeline [Archived]. Key primary legislation For information on primary legislation and the progress of government bills relevant to the field of corporate crime which have been tabled in either the House of Commons or the House of Lords in the UK Parliament, see Practice Note: Legislation tracker for corporate crime practitioners—2021. Key secondary legislation Forthcoming secondary legislation which may be of interest to corporate crime lawyers include: Commencement date SI Details Further reading 1 January 2022 The

This Practice Note deals with what is meant by corporate liability in relation to criminal law. It covers establishing corporate liability, vicarious liability, the identification principle and the evidence required to establish corporate criminal liability and to bring a prosecution. For an explanation of the factors which are taken into account before a company is prosecuted, the procedure and how sentencing may be carried out following conviction, see Practice Note: How to prosecute a business and Sentencing a company—checklist. A company is defined for the purposes of the Companies Act 2006 (CA 2006) to mean a company formed and registered under the Act (see Practice Note: Incorporating a company—What is a company?). A company may also be defined by reference to its predecessors or equivalent legislation from another jurisdiction. A company may be either incorporated (a body corporate) or unincorporated. There are other bodies corporate which are not commonly described as companies, such as partnerships. A corporate body, including a company, is a separate legal identity (sometimes called a non-natural person). As such, it can be tried, convicted

Date: [insert date] 1 Introduction Corporate criminal liability is the legal mechanism through which an organisation may be held criminally responsible for criminal conduct, and it can arise in a number of ways. The Crime and Policing Act 2026 (CPA 2026) significantly expands the circumstances in which criminal liability may be attributed to organisations through the actions of senior managers. One of the most significant consequences of this reform is the expansion of senior manager attribution previously introduced for certain economic crime offences by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). From 29 June 2026, where a senior manager, acting within the actual or apparent scope of their authority, commits an offence, the organisation may also be criminally liable for that offence. The reform increases the importance of understanding how authority is exercised throughout the organisation and ensuring that governance arrangements, compliance controls and reporting mechanisms remain fit for purpose. 1.1 What is the issue? Historically, attributing criminal liability to a corporate entity often depended upon proving that the offence had been committed by the organisation's ‘directing

Boards and senior leadership play a critical role in overseeing the management of corporate criminal liability risks. Effective oversight includes understanding the organisation’s potential exposure, ensuring appropriate governance and compliance arrangements are in place, and receiving sufficient assurance that those arrangements remain effective. This Checklist provides a practical framework to help boards review their oversight of corporate criminal liability risks. It is intended to help you assess whether appropriate governance, oversight and assurance arrangements are in place. It should be read in conjunction with subtopic: Corporate criminal liability—managing the risk. Understanding corporate criminal liability Requirement Related resources Comments (if any) □ Ensure the board understands the routes by which the organisation may incur corporate criminal liability.Understanding the different routes to liability enables the board to oversee the organisation’s criminal compliance framework effectively. See Practice Note: Corporate criminal liability routes—comparison table. (Insert any comments you may wish to make regarding your organisation’s arrangements) □ Ensure the board understands the implications of the senior manager attribution regime.Boards should understand how the acts of senior managers may

Corporate Crime analysis: With effect from 29 June 2026, section 250 of the Crime and Policing Act 2026 (CPA 2026) will expand the senior manager test by making organisations criminally liable for any offence committed by a senior manager while acting within the actual or apparent scope of their authority. The senior manager test was introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) in respect of specified economic crimes only. Written by Tom McNeill, partner at BCL Solicitors LLP.

Corporate Crime analysis: The Crime and Policing Act 2026 (CPA 2026) has recently received Royal Assent and ushers in a significant recalibration of corporate criminal liability in the UK. By expanding attribution through a broader ‘senior manager’ test, it moves beyond the narrow confines of the traditional identification principle. Once in force on 29 June 2026, corporate criminal exposure will turn not on whether wrongdoing can be pinned to the board or top executive tier, but on how decision-making authority is exercised in practice across the organisation. Written by Natalie Quinlivan, partner at Fieldfisher.

Corporate Crime analysis: The expanded corporate attribution model in section 250 of the Crime and Policing Act 2026 (CPA 2026) is expected to shape how prosecutors investigate and build cases against companies, with particular scrutiny likely to fall on senior manager decision-making, reporting lines and governance arrangements. This raises an important question for organisations: what compliance and governance changes should be prioritised now to address the risks created by the new framework? Written by Quinton Newcomb, partner at Fieldfisher.

Corporate Crime analysis: Section 250 of the Crime and Policing Act 2026 (CPA 2026) creates a senior manager based statutory route to corporate criminal liability for all offences, building on the changes already implemented for certain economic crimes by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). The change seeks to address limitations with the identification doctrine which confines corporate criminal attribution to the ‘directing mind and will’ of a company. Although the headline is striking, the practical impact on enforcement is likely to be more modest. Many of the principal non-financial corporate harms avoid the identification doctrine entirely. So in these areas where liability is generally strict, or where Parliament has already crafted other solutions, CPA 2026, s 250 changes little. Written by Richard Reichman, partner, and John Binns, partner, at BCL Solicitors.

This Practice Note tracks the development and implementation of corporate criminal liability reform in the UK. It follows the key legislative, policy and judicial developments and helps corporate crime lawyers keep up to date with the current position. It also summarises the principal arguments for and against reform and signposts to related content. Introduction to corporate liability Corporate bodies, partnerships and other organisations may be investigated, prosecuted, convicted and sentenced for criminal offences. Attributing criminal liability to corporations can be complex because they act through the individuals that work for them and most criminal offences include a mental element (mens rea) premised on the idea of a mind. As an organisation cannot think for itself or develop an intention, the criminal law has developed over time to provide various ways for corporations to be held accountable for criminal wrongdoing. These include: • statutory corporate offences and regimes, such as: ◦ corporate manslaughter, see Practice Note: Corporate manslaughter—the offence ◦ the senior manager attribution route, see Practice Note: Corporate criminal liability—senior manager attribution ◦ failure to

This Checklist is intended to help you determine whether you have the systems in place effectively to manage corporate criminal liability risk. It covers the scope and application of the senior manager attribution regime, identifying senior managers, assessing risk, reviewing governance arrangements, policies and procedures, implementing controls and monitoring the effectiveness of those measures. It should be read in conjunction with subtopic: Corporate criminal liability—managing the risk. Scope and application Requirement Compulsory or recommended? Lexis+® UK resources Comments (if any) ☐ Identify whether the organisation is a body corporate or partnership within the scope of section 250 of the Crime and Policing Act 2026 (CPA 2026). Compulsory legal threshold issue Section 250 applies to bodies corporate and partnerships. Body corporate includes a body incorporated outside the UK, subject to the statutory exclusions. Partnership includes partnerships under the Partnership Act 1890, limited partnerships under the Limited Partnerships Act 1907 and similar overseas entities. CPA 2026, s 250 See Practice Notes: How to manage corporate criminal liability risks and Corporate criminal liability—senior manager attribution. (Insert any comments

This Practice Note compares the routes by which corporate bodies may incur criminal liability in England and Wales, including the senior manager attribution regime, the common law identification principle, vicarious liability, corporate manslaughter and the corporate failure to prevent offences. It provides a comparison of the key features of each route, including scope, application, evidential and enforcement considerations, available defences and sentencing implications, highlighting the principal differences and similarities between the various routes to corporate criminal liability. Organisations can incur criminal liability through a number of different legal routes. Some attribute criminal liability to an organisation based on the conduct of individuals acting on its behalf, while others impose liability for failing to prevent specified criminal conduct or create standalone corporate offences. Historically, corporate criminal liability in England and Wales largely depended on the common law identification principle, which required the prosecution to establish that the individual who committed the offence constituted the organisation’s ‘directing mind and will’. Over time, a number of statutory corporate criminal offences and attribution mechanisms have been introduced, including

1 Introduction 1.1 [Insert organisation name] takes great pride in the way we conduct our business. Our Code of ethics embodies the standards and policies under which we operate. It applies to us all. Please take care to read the Code, understand it, and use it to guide you in your work. If you have any questions about the Code and its application, you should speak with [insert, eg your manager]. 1.2 [Insert organisation name] has a zero tolerance of employees committing criminal acts. 1.3 Corporate criminal liability may arise in a number of ways, including through senior manager attribution, failure to prevent offences and other statutory mechanisms. Under section 250 of the Crime and Policing Act 2026, an organisation may be criminally liable where a senior manager, acting within the actual or apparent scope of their authority, commits an offence. 2 Senior manager 2.1 A senior manager is someone who plays a significant role in: 2.1.1 making