EU Adopts Anticorruption Directive

On June 1, 2026, the European Union’s Anticorruption Directive 2026/1021 (Directive) came into force. It provides European Union Member States (Member States) deadlines by which they must implement measures to more effectively combat corruption. The Directive replaces existing EU frameworks and conventions and will cause Member States, by mid-2028, to harmonize laws that address both public and private corruption. Beyond addressing corruption offenses substantively, Member States must strengthen tools and organizations to prevent and fight corruption.

Companies organized or operating in Europe should prepare now for the full implementation of the Directive. To date, anticorruption regimes such as the United Kingdom’s Bribery Act and France’s Sapin 2 law, have been the basis for European compliance efforts. The Directive extends beyond these two statutory schemes, and unlike a number of regimes, it does not restrict applicability of anticorruption laws to companies of a certain size.

Key Takeaways

In sum, the Directive requires Member States to

• adopt nine specific anticorruption laws. Most of these already exist in some form; two are more innovative;

• establish direct corporate liability and failure-to-supervise legal accountability;

• impose significant financial penalties for corporate entities and establish consistent baseline incarceration for individuals and consider impactful non-financial penalties for corporate entities and non-incarceration penalties for individuals;

• adopt extraterritorial jurisdiction over conduct of its nationals and entities organized under its laws and consider extraterritorial jurisdiction in other contexts;

• set statutes of limitations of sufficient duration to permit investigation, prosecution, adjudication, and service of any sentence; and

• take appropriate additional measures to prevent and fight corruption.

Further, the Directive allows Member States to define mitigating and aggravating circumstances that can impact penalties to be assessed. Importantly, the existence or non-existence of an effective compliance program is the most critical factor. When coupled with the failure-to-supervise liability for entities, companies are effectively mandated to adopt such compliance programs.

Considerations to Prepare for Transposition of the Directive

• Companies should monitor Member States’ transposition of the Directive into the national laws of those Member States where they conduct business.

• Companies that previously fell below thresholds for exposure to particular Member States’ anticorruption regimes should reassess and ensure compliance with the Directive’s requirements.

• Companies should revisit their risk profile given, among other changes, the Directive’s imposition of extraterritorial reach by Member States.

• Companies should update policies and procedures, where necessary, to incorporate the Directive’s nine offenses, the Directive’s new definitions, and other appropriate enhancements.

• Companies should document all enhancements designed to mitigate corruption risk and actions taken to comply with laws arising from the Directive.

• Companies should communicate internally about the Directive and the corporate intent to comply as a matter of business practice.

The Directive

As noted above, the Directive

• aligns the elements of nine corruption-related offenses;

• mandates forms of corporate liability, including failure-to-prevent liability;

• establishes significant sanctions for individuals and entities;

• sets standards of jurisdiction and cross-border cooperation; and

• harmonizes statutes of limitations.

In addition, it delineates other measures to prevent and fight corruption.

Alignment of Corruption-Related Offenses

Specifically, the Directive requires Member States to adopt nine corruption-related offenses with minimum baseline elements. Seven of these offenses regulate both public and private actors. They cover active and passive public bribery (Article 3) and commercial bribery (Article 4), misappropriation (Article 5), trading influence (Article 6), obstruction of justice (Article 8), concealment (Article 10), and inciting, aiding and abetting, and attempt (Article 11). Misappropriation (Article 5) is mandatory for the public sector and optional for the private sector. Two offenses, unlawful exercise of public functions (Article 7) and enrichment from corruption offenses (Article 9), apply only to conduct of public sector officials. Most of these offenses already appear in the national laws of Member States, but enrichment (Article 9) and concealment (Article 10) are largely concepts being introduced. Enrichment targets public officials who intentionally acquire property derived from another official’s corruption. Concealment aims at intentional efforts to hide the nature, source, or ownership of corruption proceeds.

The Directive broadly defines some of the key components of these offenses. In Article 2, the Directive adopts a broad, functional definition of “public official.” This definition captures both traditional public officials (e.g., “persons holding an executive, administrative or judicial office … whether appointed or elected, or … [by] contract,” legislative officeholders, and persons working for international organizations or international courts) and individuals performing public functions or entrusted with public responsibilities under national law. Articles 3 and 6 expressly identify arbitrators and jurors as covered “public officials.”

Article 2 (Definitions) of the Directive does not define the “undue advantage” that undergirds the bribery offenses (Articles 3 & 4) and the trading influence offense (Article 6). Recital 13, though, does suggest a broad definition to be applied. It reads, “Advantages can be tangible or intangible, and pecuniary or non-pecuniary.” Recital 13 also identifies what advantage is not undue. It reads, “An advantage is not considered to be undue where, for example, it is permitted by law or by administrative rules or in cases of minimum gifts or gifts of very low value.” The Directive does not quantity or further explain “minimum gifts or gifts of very low value.” Finally, with respect to several offenses, the undue advantage need not actually be achieved.

Companies will need to understand completely these definitions as applied to their business operations. Much of the Directive’s application with respect to Articles 3, 4, and 6, will turn on the specific determination of these definitions.

Corporate Liability

The Directive requires Member States to adopt corporate liability standards based on either the actions of individuals with authority or a lack of oversight. Specifically, for enumerated offenses, corporate liability attaches under Article 13 when a person in a “leading position,” individually or as part of a group within the entity, commits the offense for the benefit of the entity. It is significant that the Directive defines “leading position” functionally and without reference to title. A person holds a “leading position” when the person has the authority to represent, take decisions for, or exercise control over the entity. The offense must be committed for the benefit of the entity. An employee’s conduct for personal enrichment does not trigger corporate liability, although such may trigger legal liability for that individual.

In addition to liability for corporate action, the Directive imposes liability under enumerated offenses for certain failures to act. Corporate liability attaches when a person in a “leading position” fails to supervise or control another and that failure makes possible the commission of the offense for the benefit of the entity. Failure-to-supervise provisions like this are essentially de facto requirements to implement compliance programs designed to prevent and detect corruption.

Policies that articulate the corporate desire to comply with these anticorruption measures will only satisfy the law as long as business practices comport with these policies. Corporate entities stand to lose much if they merely pay lip service to the Directive’s requirements.

Additionally, the Directive makes clear that the adoption of corporate liability laws does not limit prosecution of the relevant natural person.

Significant Sanctions

Corporate Entities

Where corporate liability attaches for all offenses except unlawful exercise of public functions (Article 7), the Directive calls for Member States to impose criminal and non-criminal fines that are proportionate to the conduct and the circumstances of the relevant entity. Notwithstanding the call for proportionate sanctions, the Directive does establish minimum fines for certain offenses. For bribery (Articles 3 & 4) and misappropriation (Article 5), Article 14 requires minimum fines of 5% of the entity’s prior-year “total worldwide turnover”—that is, gross revenue—or €40 million. For trading in influence (Article 6), obstruction of justice (Article 8), and enrichment from corruption offenses (Article 9), it requires minimum fines of 3% of the entity’s prior-year “total worldwide turnover” or €24 million. This minimum fine standard will require some Member States to substantially increase their current fine levels.

In addition, the Directive suggests that Member States adopt laws to impose non-financial penalties on entities that violate anticorruption laws adopted in response to the Directive. These additional penalties can include:

• exclusion from public benefits, funding, and contracts;

• suspension or disqualification from the business activities;

• withdrawal of permits and authorizations;

• annulment of the contract related to the corrupt conduct; and

• judicial supervision or winding-up.

Natural Persons

For natural persons, the Directive provides minimum allowable upper limits for imprisonment at:

• five years for a public official whose conduct is in breach of their official duties but only three years if the conduct was not in breach of one’s official duties (Article 3);

• four years for misappropriation of public resources (Article 5), enrichment (Article 9), and concealment (Article 10); and

• three years for commercial bribery (Article 4) and trading influence (Article 6).

The Directive does not set sentencing requirements for unlawful exercise of public functions (Article 7), obstruction of justice (Article 8), or inciting, aiding and abetting, and attempt (Article 11), expressly reserving to Member States the right to determine their own penalties. Member States may forgo criminal exposure for misappropriation involving less than €10,000.

The Directive recommends Member States consider a range of non-incarceration penalties proportionate to the nature of the underlying conduct for all offenses except unlawful exercise of public functions (Article 7). These additional penalties may include

• fines;

• removal and disqualification from office;

• a bar on business activities;

• withdrawal of permits and authorizations;

• exclusion from public contracting and funding; and

• publication of relevant judicial decisions.

Mitigating and Aggravating Circumstances

Article 16 outlines four mitigating factors that Member States must incorporate into courts’ sanctions considerations for every corruption offense except unlawful exercise of public functions (Article 7). These mitigating factors, which must deliver tangible results, are:

• providing authorities information not otherwise available to them that helps identify and bring to justice other offenders;

• providing authorities information not otherwise available to them that helps them find additional evidence;

• the existence of an effective compliance program to prevent corruption; and

• timely self-disclosure to authorities of misconduct and remediation of that misconduct.

The third and fourth mitigating circumstances are available only to entities. The Directive suggests in Recital 29 that a “window dressing” program may be an aggravating factor.

Article 15 outlines aggravating factors that Member States must incorporate into courts’ sanctions considerations for every corruption offense except unlawful exercise of public functions (Article 7) and obstruction of justice (Article 8). Involvement of a criminal organization in an offense is an aggravating factor. Additional aggravating factors include, among others:

• whether the offender is a high-level official;

• recidivism;

• substantial benefit or harm;

• offender exercise of investigation, prosecution, or judicial functions; and

• taking advantage of a person’s vulnerable situation.

Jurisdiction

Article 18 requires each Member State to establish jurisdiction over offenses committed by any person or entity in whole or in part within its territory, by its nationals, or by entities formed under its laws.

Article 18 permits, but does not require, each Member State to adopt extraterritorial jurisdiction over any of the enumerated offenses under certain conditions. Extraterritorial jurisdiction is permitted where the offender is a habitual resident of the Member State, the offense was committed against the Member State’s nationals or habitual residents, the offense was committed for the benefit of an entity established in the Member State, or the offense was committed for an entity’s benefit in connection with business conducted in whole or in part in the Member State.

Article 18 directs Member States to cooperate in investigation and prosecution of any offense over which multiple Member States possess jurisdiction.

Statutes of Limitations

The Directive requires Member States to establish statutes of limitations for investigations and prosecutions to permit effective enforcement of anticorruption efforts. The Directive sets a minimum eight-year statute of limitations for those offenses that carry penalties of at least four years of incarceration (Articles 3 (where breach of official duty has occurred), 5, 9, & 10) and a five-year statute of limitations where the incarceration penalty is three years (Articles 3 (non-official duty breach), 4, & 6).

Member states must establish statutes of limitation that enable enforcement of sentencing for the conduct addressed in Articles 3 to 6 and 8 to 11 after final conviction. The Directive requires a 10-year statute of limitations for an offense involving imprisonment of either at least one year or no more than four years and a 5-year statute of limitations for an offense involving imprisonment of either less than or no more than three years.

Additional Measures to Prevent and Fight Corruption

The Directive requires Member States to adopt culture-focused measures, to provide sufficient skilled personal and financial resources, to cooperate, and to protect whistleblowers and others in the fight to prevent corruption. Collectively, these measures suggest that corruption enforcement across the European Union will be more robust, well-funded, effective, and consistent.

• Article 20 requires Member States, among other things, to take awareness-raising steps to educate about the impacts of corruption, to adopt measures to promote integrity, transparency, and accountability in public office, to implement preventative tools, and to perform risk assessments.
• Article 21 requires Member States to publish national anticorruption strategies that establish objectives and means to achieve those objectives.

• Article 22 requires Member States to ensure that the necessary entities exist and possess appropriate expertise to prevent corruption. Article 22 suggests these entities focus on the controls around conduct of public officials. Article 22 also requires Member States to have the necessary entities to investigate and stop corruption. For each, Article 22 requires independence, public awareness, transparency, and reporting on activities.

• Article 23 charges Member States with staffing Article 22 entities with sufficient qualified staff and providing adequate resources for effective implementation. Article 26 directs Member States to maintain effective and proportional investigative tools for these entities to perform their functions.

• Article 24 requires Member States to train certain officials on corruption risks and responses to suspected corruption. It further requires Member States to provide tailored and current training to law enforcement and judicial authorities.

• Article 25 requires Member States to adopt legislation consistent with the EU directive on whistleblowers (Directive (EU) 2019/1937) and providing protection, support, and assistance measures in connection with criminal proceedings under the Directive.

• Article 27 requires Member States to take steps to enable tracing, freezing, and confiscation of means and proceeds of the offenses set forth in Chapter II of the Directive.

• Article 28 provides for Member States to share information pursuant to the EU directive on the exchange of information between law enforcement authorities (Directive (EU) 2023/977).

• Article 29 requires Member States to adopt victims-rights measures.

• Article 30 directs each Member State to extend procedural rights to individuals and organizations where the Member State has extended procedural rights to individuals and organizations with respect to other criminal laws.

• Chapter IV of the Directive addresses coordination and cooperation across Member States. If a criminal offense is suspected of being cross-border, the authorities of the relevant states must consider referring, pursuant to Article 31, the relevant information to the appropriate entities in the European Union. Article 32 directs Member States, Europol, Eurojust, the European Public Prosecutor’s Office, the European Anti-Fraud Office, and the European Commission to cooperate in the fight against the corrupt conduct covered by the Directive. The European Commission, pursuant to Article 33, is to conduct risk assessments and facilitate the exchange of information across Member States, to facilitate the sharing of best practices and to support in the development of best practices and guidance, and to share information about available financial resources for Member States. Article 34 requires Member States to collect and share data with respect to the conduct addressed by the Directive.

About the Authors

David E. Carney, John Rowley, Patrick B. Murray, and Jonathan Haskin are attorneys and William Olsen is a director at SECIL Law PLLC, a boutique investigations and litigation firm focused on securities enforcement, white-collar criminal defense, government and internal investigations, anticorruption, regulatory enforcement, and complex civil litigation.

Collectively, the authors advise corporations, government contractors, executives, boards of directors, and compliance professionals on high-stakes matters involving the U.S. Department of Justice, Securities and Exchange Commission, and other U.S. and international enforcement authorities. Their experience includes cross-border investigations, Foreign Corrupt Practices Act matters, corporate compliance and ethics programs (including EU directives), internal investigations, securities enforcement, and complex regulatory and litigation matters.

The authors regularly counsel organizations on navigating evolving global anticorruption frameworks, strengthening compliance programs, responding to government investigations, and managing legal, regulatory, and reputational risk in highly regulated industries.

The authors can be reached at dcarney@secillaw.com, jrowley@secillaw.com, pmurray@secillaw.com, wolsen@secillaw.com, and bjhaskin@secillaw.com, respectively.