Corporate executives worldwide are facing an increasingly complex web of criminal liability rules that could make them personally accountable for their companies’ actions. The latest development in this global trend comes from the UK, where the proposed Crime and Policing Bill 2025 would dramatically expand when companies can be held criminally liable for their employees’ conduct.
The bill, currently passing through Parliament, represents a significant escalation in the UK’s efforts to hold businesses accountable for criminal behaviour. Under the proposals, companies would become effectively liable for any criminal offence committed by a ‘senior manager’ acting within their authority – extending far beyond the current focus on economic crimes to potentially include environmental violations, data protection breaches, modern slavery and health and safety offences.
The Ripple Effect of US Enforcement Changes
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These developments come at a time when the US has dramatically scaled back its approach to international corruption enforcement. President Trump’s February 2025 executive order pausing enforcement of the Foreign Corrupt Practices Act has created what many see as an enforcement vacuum that other jurisdictions are rushing to fill.
The timing is not coincidental. On 20 March 2025, the UK’s Serious Fraud Office, France’s Parquet National Financier and the Swiss Office of the Attorney General announced the formation of an International Anti-Corruption Prosecutorial Taskforce . Nick Ephgrave, director of the Serious Fraud Office, stated that the taskforce ‘reaffirms our determination individually and collectively to tackle the pernicious threat of international corruption, wherever it occurs.’
This European alliance appears designed as a direct counter to the US pause on FCPA enforcement, with Jean-François Bohnert from France’s financial prosecutor’s office noting that ‘ten years of operational cooperation between the PNF, SFO and OAG are developing today into the setting up of a prosecutorial taskforce.’
Expanding the Net of Corporate Liability
The UK’s approach under the Crime and Policing Bill goes well beyond traditional anti-corruption measures. The legislation would extend the senior manager test – already in place for economic crimes under the Economic Crime and Corporate Transparency Act 2023 – to cover all criminal offences.
This represents a fundamental shift from the previous ‘identification principle,’ which required prosecutors to prove that very senior figures representing the company’s ‘directing mind and will’ were involved. The new test applies to anyone in ‘a significant role in decision making or managing company activities’ – a much broader category that could include middle management.
The extraterritorial reach of these provisions is particularly concerning for international businesses. Companies could face UK criminal liability if any part of an offence occurs in the UK or if the victim is a UK person, regardless of where the company is based.
A Global Compliance Challenge
For multinational corporations, these changes create a patchwork of overlapping legal risks. While the US has pulled back from aggressive FCPA enforcement, European jurisdictions are expanding their reach and increasing cooperation. The UK’s Bribery Act, France’s Sapin II law and Switzerland’s anti-corruption legislation all provide these countries with tools to pursue international cases.
The practical implications are significant. Companies must now design compliance programmes that account for multiple jurisdictions with different standards and approaches. What might be considered routine business practice in one jurisdiction could trigger criminal liability in another.
Legal experts warn that the UK proposals are ‘broad and hard to manage, creating new risks for organisations inside and outside the UK.’ The absence of a ‘reasonable procedures’ defence – unlike the UK’s failure to prevent fraud offence that comes into force on 1 September 2025 – means companies have fewer options to mitigate liability.
The Strategic Response
Corporate legal departments are already reviewing their risk assessment frameworks and compliance programmes. The expansion to non-economic crimes means that environmental, health and safety, and data protection teams must now consider criminal liability risks that previously fell outside their remit.
The changes also highlight the importance of senior management training and oversight. With personal criminal liability potentially extending further down the management chain, companies are reassessing their delegation policies and decision-making structures.
Some organisations are establishing dedicated international compliance teams to navigate the increasingly complex regulatory environment. Others are investing in enhanced monitoring systems to track the conduct of managers who could trigger corporate liability. Advanced digital tracking systems are becoming essential tools for maintaining compliance across global operations.
Looking Ahead
The UK’s Crime and Policing Bill passed its second reading in March 2025 and appears likely to become law given the Labour government’s significant parliamentary majority. This will create a new template for corporate criminal liability that other jurisdictions may follow.
Meanwhile, the European taskforce has stated its intention to ‘invite other like-minded agencies’ to join, suggesting that this enhanced cooperation model could expand beyond the current three countries. This could create a more coordinated international enforcement environment, even as the US steps back from its traditional leadership role.
For businesses operating internationally, the message is clear: corporate criminal liability is expanding, and the rules are becoming more complex. Companies that fail to adapt their compliance programmes to this new reality face significant legal and reputational risks. The era of treating criminal liability as primarily a concern for senior executives is coming to an end, replaced by a more expansive view that could hold companies accountable for a much broader range of their employees’ actions.
