Liquid lunches, sporting events and the Bribery Act – will City corporate life ever be the same?
It has happened. The Bribery Act 2010 is now in force. And yet corporate entertaining has not come to a cataclysmic end, there was still plenty of City schmoozing at Wimbledon and the restaurants in the Square Mile are still doing a brisk business in three-hour lunches for pin-striped ladies and gentlemen buying and selling their wares.
August 03, 2011 at 07:03 PM
4 minute read
Brown Rudnick's Steven Friel examines the impact of the much-touted Bribery Act as it comes into force
It has happened. The Bribery Act 2010 is now in force. And yet corporate entertaining has not come to a cataclysmic end, there was still plenty of City schmoozing at Wimbledon and the restaurants in the Square Mile are still doing a brisk business in three-hour lunches for pin-striped ladies and gentlemen buying and selling their wares.
Much like the millennium bug that struck fear in corporate London of the late 1990s, the Act caused a lot of fuss in anticipation. Yet, as with many of the subjects of law firm marketing, the reality is unlikely to live up to the hype. We are unlikely to see brokers dragged off to prison for spending too much on a jolly at the golf course, and it will be a long time before we see compliance managers being cross-examined in court on the intricacies of their anti-bribery policies.
In a nutshell, the Act contains two general offences, offering a bribe (section 1) and accepting a bribe (section 2), and two further offences which specifically address commercial bribery. Section 6 makes it an offence to bribe a foreign public official in order to obtain or retain business or some other commercial advantage. Section 7 creates a new form of corporate liability for failing to prevent bribery on behalf of a commercial organisation.
Although the effect on the UK domestic market is unlikely to be significant (a lot of the hype can be ignored), the Act will have far-reaching implications for international companies. Sections 1, 2 and 6 of the Act apply to offences committed outside the UK where the person committing them had a close connection with the UK. The close connection test does not apply to section 7, which makes it clear that a commercial organisation can be liable for conduct amounting to a section 1 or 6 offence on the part of a person who is neither a UK resident or resident in the UK, nor an overseas company.
Given this international reach, what does the rest of the world think about all of our fuss over the Act? Perhaps surprisingly, not a lot. Much of the wrangling over the implementation of the Act has gone unreported overseas, although there have been a few nuggets.
The New York Times hits the nail on the head, by pointing out that the 2010 Act is in many ways like a souped-up version of the US Foreign Corrupt Practices Act (FCPA): "While almost every publicly traded American company already has a compliance program in place, the potentially broad scope of the Bribery Act is likely to require companies doing any substantial amount of business in Britain to devote even greater resources to preventing bribery of any type, not just that involving foreign officials. Compliance is not cheap, of course, which means the lawyers, accountants and outside consultants who specialize in this field will see an uptick in business".
The Economic Times of India has described the Act as draconian and, perhaps with section 6 and 7 in mind, warns: "Indian companies doing business in the UK will have to watch out the next time they take a bureaucrat out for a long liquid lunch or try to soften up a hard-nosed regulatory official. Someone could be watching them."
And leave it to our Australian friends to focus on the sporting angle to the Act. The Sydney Morning Herald reports that the UK's "bizarre new law… has caused considerable confusion with its vague guidelines on the degree of hospitality that may be offered at premium sporting events".
All joking aside, and despite the advice to ignore the hype, we now have a new and important piece of legislation to bear in mind. The American FCPA lawyers got a head start, but it is now time for us to play catch-up.
Steven Friel is a partner in the London office of Brown Rudnick.
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