Welcome to Womble Perspectives, where we explore a wide range of topics, from the latest legal updates to industry trends to the business of law. Our team of lawyers, professionals and occasional outside guests will take you through the most pressing issues facing businesses today and provide practical and actionable advice to help you navigate the ever changing legal landscape.
With a focus on innovation, collaboration and client service. We are committed to delivering exceptional value to our clients and to the communities we serve. And now our latest episode.
Host 1:
The EU’s new Directive on Combating Corruption, formally adopted in April 2026, is the first time the European Union has created a harmonized criminal law framework that applies across all Member States. And the implications go far beyond Europe, especially for multinational companies.
Host 2:
That’s right. This Directive replaces two older, fragmented anti-corruption instruments and sets binding minimum standards that no Member State can fall below. And it’s very comprehensive, covering criminal offenses, corporate liability, whistleblower protections, and even compliance programs as a formal mitigation factor.
Host 1:
Let’s start with the offenses themselves. The Directive criminalizes both active and passive bribery, not just in the public sector, but also in the private sector. And the definition of “public official” is extremely broad, extending to state-owned enterprises, public service providers, and even representatives of international bodies.
Host 2:
The Directive also introduces a standalone offense for trading in influence, where simply agreeing to exert improper influence is enough—whether or not it actually works. It also mandates criminalization of misappropriation, abuse of office, obstruction of justice, enrichment from corruption, and concealment of proceeds, including crypto assets.
Host 1:
From a corporate perspective, the liability framework is especially notable. Companies can be held liable not only when senior leaders are directly involved, but also when failures in oversight allow corruption to happen. That “failure to supervise” standard significantly expands exposure, and can bring substantial penalties.
Host 2:
Right. For the most serious offenses, fines must be available at a minimum of 5% of worldwide annual turnover or €40 million. On top of that, Member States must allow for sanctions like debarment from public procurement, license revocations, and even forced closure of operations.
Host 1:
Jurisdiction is another area where the Directive goes further than many expect. Member States must assert jurisdiction over offenses committed in their territory or by their nationals, and they’re permitted to go even further.
Jurisdiction can attach based on business activity, benefit to an EU entity, or even digital connections—such as information systems used in a Member State. For multinational companies, even a limited EU footprint can be enough to trigger enforcement risk.
Host 2:
The Directive also strengthens whistleblower protections by explicitly tying corruption offenses to the existing EU Whistleblower Protection Directive. That means secure reporting channels and protections against retaliation are mandatory.
And companies should take note of the extended limitation periods—up to eight years in some cases. That significantly lengthens the window during which historical conduct can be prosecuted.
Host 1:
One of the most important aspects of the Directive is how it treats compliance programs. Effective, well-documented compliance efforts are a statutory mitigating factor. But programs that exist only on paper are treated as an aggravating factor.
Host 2:
That’s exactly right. The Directive moves what may have previously been theoretical to the practical. Companies will need to prove their programs work through risk assessments, training outcomes, investigations, and remediation, not just policies and codes of conduct.
Host 1:
When you compare this Directive to the FCPA, the differences are stark. The Directive covers private sector bribery, trading in influence, and imposes turnover-based fines—none of which are central features of the FCPA.
Host 2:
And while U.S. enforcement priorities may appear to be shifting, that doesn’t reduce global risk. The FCPA remains in force, other U.S. laws still apply, and European enforcement capabilities are clearly expanding.
Host 1:
So companies need to start taking action now. The 24-month implementation window will move quickly, and national laws will begin taking effect around mid-2028.
Host 2:
That means conducting gap analyses, reassessing third-party relationships, strengthening oversight structures, and preparing for multi-jurisdictional enforcement. Companies that move quickly – and strategically – will be far better positioned than those that assume this is a future problem.
Host 1:
To close out, we’ll leave you with this final thought: the Directive fundamentally reshapes the anti-corruption enforcement landscape in Europe and beyond, and it’s a clear signal for multinational companies that strong, effective compliance should be a major focus going forward.
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