Australia: What to do when you suspect corruption: disclosure obligations and enforcement processes in the UK, the US, Australia and China

White Collar Alert

Bribery and corruption are an unfortunate part of business transactions the world over. Globally, it has been estimated that approximately US$1 trillion is paid in bribes on an annual basis in developed and developing countries. (As at 1 April 2012, US$1 was about EUR0.75).

Bribery is often thought of as a victimless crime, but that is far from accurate. Bribery and corruption discourage investment, distort markets, divert resources from where they are most needed, and can facilitate organised crime and terrorism. They run counter to the rule of law.

The international community has never been so hostile to bribery and corruption. International bodies such as Transparency International and the Organisation for Economic Co-operation and Development are encouraging nations to take a tougher stance on bribery by strengthening legislation and taking greater enforcement action against those engaging in criminal conduct. Enforcement action by authorities in the UK and the US is at an all time high. In addition, the UK recently introduced what has been hailed by many as the "gold standard" in anti-bribery legislation, in the form of the UK Bribery Act 2010 (Bribery Act), which has a broad scope and potentially extraordinarily wide extra-territorial reach.

What does this mean for businesses operating on local, national and global scales? Now more than ever, it is critical for companies to understand their anti-bribery and anti-corruption obligations under local and foreign law.

A discussion of all pieces of legislation relevant in this context is beyond the scope of this article (for example, anti-money laundering legislation, specific pieces of state legislation in the US and Australia, and so on). However, obligations and duties under each jurisdiction's key piece of anti-bribery legislation are discussed.


UK Bribery Act 2010

On 1 July 2011, the UK's new anti-bribery legislation, the Bribery Act, came into force. The Bribery Act substantially extends the UK's anti-bribery and anti-corruption laws, and is being hailed by the international community as the "gold standard" in antibribery and anti-corruption legislation.

The Bribery Act creates five principal offences, the first three of which expand the pre-existing law (sections 1, 2 and 6). It also introduces two new offences directed at corporate behaviour (sections 7 and 14).

Bribery of public officials is dealt with in two ways:

  • Under section 1, it is an offence to bribe any person (which would include all UK domestic public officials) by directly or indirectly offering, promising or giving a financial or other advantage with the intention of inducing or rewarding improper performance of a relevant function or activity.
  • Under section 6, it is an offence to bribe a foreign public (government) official, by directly or indirectly offering, promising or giving a financial or other advantage, with the intention of influencing the foreign public official in their official capacity in order to obtain or retain business, or an advantage in the course of business.

Under section 6, merely seeking to influence a foreign public official in the way he acts in his official capacity is sufficient to create the offence. There does not have to be any corrupt intent or an intention to induce or reward the foreign public official for improper performance.

In contrast to US and Australian law, facilitation payments are prohibited. However, an offence under section 6 is not committed if it can be shown that the foreign official in question is permitted or required to be influenced in his official capacity under the written law of the relevant jurisdiction.

For acts which take place overseas, UK prosecutors can assert jurisdiction if the person who pays the alleged bribe has a "close connection" with the UK, such as being a British citizen or a company incorporated in the UK.

The offence that is likely to have the most significant impact on businesses is the new corporate offence of failing to prevent bribery (section 7). This is a strict liability offence, which makes commercial organisations liable when a person associated with the organisation (such as an employee, agent or subsidiary) bribes another person (whether in the UK or overseas) with the intention of obtaining business, or an advantage in the conduct of business, for that organisation. This offence applies in relation to any acts of bribery, including the bribery of domestic or foreign public officials.

Local customs and business practices are irrelevant to whether a section 7 offence is committed. In the same way, the fact that the company itself had no knowledge of or involvement in the bribe is also irrelevant. A company only has a defence if it can show that it had "adequate procedures" in place that were specifically designed to prevent bribery. No other defence is available.

The corporate offence created by section 7 has a very wide jurisdictional reach and can be used against a non-UK incorporated company in respect of conduct occurring outside the UK as long as the company "carries on a business or part of a business" in the UK. The required extent of the business presence in the UK is as yet untested, but it could be as minimal as a listing on the London Stock Exchange.

The definition of "associated person" is very broad, and can include any individual or organisation which "performs services for or on behalf of" the company. This could include employees, subsidiary companies, agents, suppliers, consultants or contractors.

The penalties under the Bribery Act can be severe. Individuals found guilty of a contravention face up to ten years imprisonment, an unlimited fine, or both, while companies face unlimited fines. In addition, asset recovery proceedings can be brought against individuals and corporations to confiscate the proceeds of the criminal conduct.

US Foreign Corrupt Practices Act 1977

The relevant US legislation in this context is the Foreign Corrupt Practices Act 1977 (FCPA). The FCPA anti-bribery provisions apply to:

  • US citizens.
  • US companies.
  • Issuers of securities in the US (including non-US
  • companies).
  • Anyone acting on behalf of the above.
  • Any person on US soil.

Such persons are prohibited from making corrupt offers or payments of anything of value to any foreign official, foreign political party or candidate for political office where this is both:

  • For the purpose of influencing the official to violate their duty, or to secure any improper advantage.
  • In order to obtain or retain business.

This prohibition has three essential components:

  • Corrupt payments. The scope of what constitutes "anything of value" is broad and has been interpreted by US federal enforcement authorities to include gifts, payments of travel expenses, offers of employment, shares, loans, and other items and considerations. To trigger liability, the person making the payments must do so with a corrupt intent, that is, the payment must be intended to induce a foreign official to misuse his official position in order to obtain or retain business.
  • Foreign officials. The FCPA prohibits corrupt payments to foreign officials, as well as to foreign political parties or candidates for political office. The term "foreign officials" has been interpreted broadly to include:
    • foreign governments;
    • state owned enterprises (SOEs);
    • departments and agencies of a foreign government;
    • public international organisations;
    • public international organisations;
    • any person acting in an official capacity.

The FCPA applies to all public officials regardless of their rank.

  • Obtaining or retaining business. A payment or promise to pay is only prohibited under the FCPA where it is intended to assist in obtaining or retaining business for or with, or directing business to, any person or company. US federal law enforcement authorities have interpreted the phrase "obtaining or retaining business" broadly to include "more than a mere award or renewal of a contract". US case law illustrates that "obtaining or retaining business" can include a wide variety of activities, including those designed to lower the cost of doing business, and could cover almost any kind of advantage, including an indirect monetary advantage or reputational advantage.

The FCPA's accounting provisions. Unlike the other legislation discussed in this article, the FCPA also contains specific accounting provisions which apply to "issuers". An "issuer" is a corporation which has issued securities that have been registered in the US, or a corporation required to file periodic reports with the Securities and Exchange Commission (SEC). The FCPA requires issuers to make and keep accurate books and records and to maintain and devise a system of internal accounting controls. Every issuer must make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer. "Reasonable detail" is defined as a detail or degree of assurance as would satisfy prudent officials in the conduct of their own affairs. Every issuer is also required to devise and maintain a system of internal accounting controls. Failure to document payments made to foreign officials and/or payments made in such a way as to conceal the true nature of the payments can trigger liability under the accounting provisions.

Penalties. Different penalties may be imposed depending on the provisions of the FCPA that have been violated (the anti-bribery provisions or the accounting provisions) and whether criminal or civil proceedings are commenced.

In criminal proceedings for violations of the FCPA's anti-bribery provisions, individuals face up to five years' imprisonment and fines of up to US$250,000 (or up to twice the benefit sought or received, whichever is greater). Corporations may be fined up to US$2 million (or up to twice the benefit sought or received, whichever is greater). In civil proceedings, individuals and corporations face fines of up to US$10,000 and the court may also impose an additional fine equal to the gross amount of the cash advantage or a specified lesser amount (up to US$100,000 for individuals and up to US$500,000 for corporations).

In criminal proceedings for violations of the FCPA's accounting provisions, individuals can be imprisoned for up to 20 years and may face fines of up to US$5 million, while corporations face fines of up to US$25 million. In civil proceedings, individuals may be fined up to US$150,000 and corporations may be fined up to US$500,000.

Australian Criminal Code Act 1995 (Cth)

Australia's federal Criminal Code exists as a Schedule to the Criminal Code Act 1995 (Cth).

Division 70 of the Criminal Code prohibits bribery of foreign public officials by persons within Australia, on board an Australian aircraft or ship, or by Australian citizens, residents or companies wherever in the world they are (or are operating).

Section 70.2 prohibits providing, offering or promising a benefit, or causing a benefit to be provided or a promise or offer of a benefit to be made, to another person where the benefit is not legitimately due to them and where this is both:

  • With the intention of influencing a foreign public official in the exercise of their duties.
  • In order to obtain or retain business or a business advantage.

"Benefit" is defined in Division 70 to include any advantage, and is not limited to property.

"Foreign public officials" are defined broadly and include, for example:

  • Employees, officials or contractors of a foreign government body.
  • Individuals who are otherwise in the service of a foreign government body (including service as a member of a military force or police force).
  • Members of the executive, judiciary or magistracy of a foreign country.
  • Members or officers of the legislature of a foreign country.
  • Employees or contractors of public international organisations.

Division 141 of the Criminal Code prohibits bribery of Commonwealth public officials by any person, whether or not the criminal conduct occurs inside or outside Australia. Section 141.1(1) is similar (though not identical) to section 70.2. It prohibits:

  • A person from providing, offering or promising a benefit to another person, or causing a benefit to be provided, or a promise or offer of a benefit to be made, to another person.
  • With the intention of influencing a Commonwealth public official in the exercise of the official's duties.

Unlike section 70.2, there is no requirement to demonstrate that the benefit is not legitimately due to the recipient. Nor is there a requirement to demonstrate that there was an intention to obtain or retain business or a business advantage.

In contrast to Division 70, Division 141 penalises not only the provision of a bribe but also the receipt of a bribe by a Commonwealth public official. Therefore, any Commonwealth public official who dishonestly asks for, receives or obtains, or agrees to receive or obtain, a benefit for himself or another person, with the intention that either the exercise of his official duties will be influenced, or of inducing, fostering or sustaining a belief that the exercise of his duties will be influenced, is guilty of an offence.

"Benefit" is defined in Division 141 in the same way as in Division 70.

"Commonwealth public official" is defined broadly to include, for example:

  • The Governor-General.
  • A minister.
  • A parliamentary secretary
  • A member of a House of Parliament.
  • A Commonwealth judicial officer.
  • An Australian public servant.
  • A member of the defence force or the Australian Federal Police.
  • Contracted service providers for the Commonwealth.

The penalties under the Criminal Code were toughened significantly in February 2010. Individuals found guilty of an offence under Division 70 or Division 141 now face up to ten years' imprisonment or fines of up to A$1.1 million (or both). (As at 1 April 2012, US$1 was about A$0.96). Corporations may now be fined up to the greatest of the following:

  • A$11 million.
  • Three times the value of the benefit that has been obtained directly or indirectly and that is reasonably attributable to the offending conduct.
  • Where the court cannot determine the value of the benefit, 10% of the annual turnover of the company during the 12 months concluding at the end of the month in which the offending conduct occurred.

China's Criminal Law

In China, it has been an offence since May 2011 to provide bribes to foreign government officials and officials of public international organisations in order to obtain an improper commercial advantage. Specifically, Article 164 of China's Criminal Law prohibits persons from making payments in the form of property to a foreign public official or an official of an international public organisation in order to obtain an improper commercial benefit.

The penalties under Chinese law for bribing foreign public officials are the same as for engaging in criminal commercial bribery. For large bribes, an individual may be imprisoned for up to three years. For very large bribes, a prison sentence of between three and ten years may be imposed, as well as criminal fines. Corporations may also be subject to criminal fines, and key management personnel, as well as the individuals directly involved in the criminal conduct, may also be subject to individual sanction.

In relation to bribery of domestic officials in China, Articles 389 to 391 of the Criminal Law prohibit a person from making an offer of property to a person classified as state personnel or to a worker in a public entity in return for an improper benefit.

"State personnel" includes, for example:

  • Officials who perform public services in state offices (such as governmental authorities).
  • People who perform public services in SOEs, public institutions (such as hospitals), or civil organisations (such as an industry association affiliated with a government agency).
  • People who perform public services under the law (such as political representatives).

"Public institutions" include state-owned hospitals, medical clinics, research institutes, associations under the Ministry of Health (for example, the Chinese Preventive Medicine Association and the Chinese Medical Association), public schools, and so on.

Article 392 of the Criminal Law also prohibits brokering and arranging payments of bribes to domestic officials.

Article 385 of the Criminal Law prohibits domestic officials from accepting bribes. Specifically, a state official is prohibited from using his or her position to solicit or unlawfully accept a payment (including property, kickbacks or procedural fees), in exchange for giving improper benefits to another person. This offence also applies to bribes which are solicited or accepted through intermediaries.

Depending on the circumstances of the case, the penalties for bribing domestic public officials can be even more severe than those for bribing foreign public officials. Individual offenders (both those providing and those receiving bribes) can be fined, or subject to shortterm criminal detention or imprisonment, or to long-term (and even life) imprisonment, and to confiscation of property. Domestic officials who accept bribes may even be subject to the death penalty where the amount of the bribe is large enough and the surrounding circumstances are deemed sufficiently serious. Corporations found guilty of bribing domestic officials can be fined, while the key management personnel and the individuals who directly engaged in the illegal conduct can be subject to criminal detention or imprisonment.



Each part of the UK (England and Wales, Northern Ireland and Scotland) has its own local investigation and prosecution agencies that are able to deal with cases of bribery and corruption. These include the:

  • Local police forces.
  • Crown Prosecution Service in England and Wales.
  • Public Prosecution Service in Northern Ireland.
  • Crown Office and Procurator Fiscal Service in Scotland.

However, the lead agency for investigating and dealing with serious bribery and corruption cases, especially those involving corporate offences, is the Serious Fraud Office (SFO), which has jurisdiction to investigate and prosecute in England, Wales and Northern Ireland.

The SFO has a dual role in that it investigates (with or without police assistance) and prosecutes both serious fraud and bribery (domestic and overseas). It has a wide range of statutory investigation powers, which include search and seizure, compulsory document production notices, interviews under caution (with a right to silence), and compulsion interviews (with no right to silence). The SFO also plays a lead role in intelligence gathering and providing mutual legal assistance to overseas enforcement authorities.


In the US, the Department of Justice (DOJ) and SEC are both empowered to enforce the FCPA. The DOJ is responsible for civil and criminal enforcement of the anti-bribery provisions as well as the books and records and internal control provisions of the FCPA. It has broader jurisdiction than the SEC, and can investigate and bring charges against a broader class of potential defendants. The SEC is only empowered to bring civil charges against issuers of securities and their employees.


In Australia, investigations into suspected bribery of Commonwealth or foreign public officials are conducted by the Australian Federal Police (AFP), while prosecutions are handled by the Commonwealth Director of Public Prosecutions (CDPP). The Australian Securities and Investments Commission (ASIC) is also empowered to conduct investigations and to bring civil and criminal proceedings in respect of suspected breaches of the Corporations Act 2001, including conduct that involves suspected fraud or dishonesty.


In China, the Anti-Bribery and Embezzlement section of the People's Procuratorate Office (Procuratorate) (the public prosecutors' office) is responsible for co-ordinating and participating in investigations of criminal matters involving state personnel, including cases involving alleged bribery, embezzlement, misappropriation of public funds, concealing funds deposited overseas, and so on. The Procuratorate is also responsible for conducting prosecutions. The highest level of the Procuratorate is the Supreme People's Procuratorate headquartered in Beijing, which usually handles crimes allegedly involving very senior government officials (such as mayors, governors or Communist Party of China (CPC) secretaries at the provincial level). The local Procuratorate handles matters involving lower level officials.

The Central Committee for Discipline Inspection (CCDI) is the discipline supervision organisation established within the CPC, and is responsible for investigation of alleged bribery and embezzlement involving all levels of CPC members. It is essentially the CPC's anti-corruption watchdog and, accordingly, its focus is on CPC officials rather than commercial organisations.

For foreign bribery offences, it is likely that the Public Security Bureau and the Ministry of Public Security (the Chinese police force) will be involved in investigations, while the Procuratorate will conduct prosecutions. However, it is uncertain which other enforcement agencies may be involved, since there have not yet been any published cases of investigations or prosecutions under Article 164 of the Criminal Law.


Is there a general duty to disclose?

There is no general legal duty to disclose or report known or suspected corrupt activity to law enforcement bodies in the UK, US, Australia or China. However, companies and directors may have duties imposed on them to disclose corrupt activities to auditors, shareholders or regulators by particular local legislation or regulations. For example, in the UK under the Companies Act 2006 (in respect of accounting/ audit matters) or the Financial Services and Markets Act 2000 (in respect of financial services firms' specific duties to report to their regulator), and in Australia under the Corporations Act 2001.

In addition, there are two principal circumstances in which disclosure of suspected corrupt activity may be legally required in the US:

  • Where a company is already under a corporate integrity agreement, deferred prosecution agreement, or a government procurement contract that requires disclosure.
  • Where a failure to report could result in a books-and-records violation of the FCPA.

Corporate self-reporting in bribery and corruption matters to prosecutors, with a view to leniency, plea negotiation or civil settlement is a relatively recent development in the UK, as well as in Australia. There is no general basis for self-reporting or for plea or settlement negotiations under UK or Australian legislation. However, over the last four years the UK's SFO has acknowledged that encouraging self-reporting leads to a less resource-intensive and speedier method of resolving complex bribery and corruption cases.

Is there guidance for self-reporting?

UK. There are two pieces of guidance which have shaped the SFO's current approach to self-reporting:

  • The Attorney General's Guidelines on Plea Discussions in Cases of Serious or Complex Fraud (fraud meaning any financial, fiscal or commercial misconduct or corruption).
  • The Approach of the Serious Fraud Office to Dealing with Overseas Corruption. As part of the incentive for self-reporting, the SFO states its intention to use civil penalties such as Civil Recovery Orders wherever possible instead of criminal sanctions.

The SFO has already had some notable successes from its new approach, resulting in civil recovery and criminal convictions. However, it has not been plain sailing, with the business community and the judiciary being critical of the self-reporting process. From the corporate point of view, the process is fraught with uncertainty. If there is a civil outcome, the parties can negotiate and agree a settlement on their own terms. However, if there is a guilty plea to a criminal charge the outcome is entirely in the hands of a judge and there are, as yet, no firm guidelines on sentencing. From the judges' point of view, plea agreements have been seen as an attempt to curtail their sentencing powers.

US. US enforcement authorities have expressed a preference for self-disclosure and have indicated that more lenient treatment can be forthcoming in considering whether to bring charges, and in the consequences if charges are brought. The DOJ's Principles of Federal Prosecution of Business Organizations states that one of the factors a prosecutor should consider in deciding whether to bring criminal charges against a company is the value of the co-operation, the timely and voluntary disclosure of wrongdoing and co-operation with the government's investigation.

In addition, the US Sentencing Guidelines provide that voluntary disclosure will reduce a company's culpability score in the calculation of a fine. Statistically, there appears to be a reduction in fines or other advantages as a result of voluntary disclosure, but nonetheless there remains great debate as to the advantages of voluntary disclosure in the US.

Australia. In Australia, the CDPP conducts prosecutions in accordance with the Prosecution Policy of the Commonwealth: Guidelines for the making of decisions in the prosecution process (Prosecution Policy). The Prosecution Policy does not address the issue of voluntary disclosure or co-operation except in relation to accomplices (who may receive reduced sentences or other concessions in exchange for co-operation in the prosecution of another perpetrator). However, the Crimes Act 1914 (Cth) provides that when determining the appropriate sentence in a particular matter, a Court must take into account a number of factors including "the degree to which the person has co-operated with law enforcement agencies in the investigation of the offence or of other offences" (section 16A(2)). In that sense, voluntary disclosure and co-operation may assist companies in mitigating their potential liability for suspected bribery or corruption.

For offences with a fault element (either intention, knowledge or recklessness), the relevant fault element will be attributed to a body corporate that expressly, tacitly or impliedly authorised or permitted the commission of the offence in question (section 12, Criminal Code). This may involve proving that the board of directors or senior management actually carried out or authorised the illegal conduct, or that a corporate culture existed that directed, encouraged, tolerated or led to the criminal conduct. A failure to make a voluntary disclosure of suspected bribery or corruption to Australian law enforcement authorities may see corporations fall foul of this provision, with the result that corporate criminal responsibility will be attributed to them.

There is also a possibility that:

  • Individuals and corporations who do not report suspected corrupt activity may be charged with accessorial or conspiracy offences.
  • Directors may be in breach of their directors' duties under the Corporations Act.
  • The corporation may fail to meet its continuous disclosure obligations.

China. Under Article 164 of the Criminal Law, express provision is made for reduction or exemption of the applicable sanction in the event that a person voluntarily discloses conduct that may constitute bribery of a foreign public official. However, given that this is a new offence and that there have not yet been any publicised prosecutions, whether and to what extent law enforcement authorities will adopt a lenient approach to those making voluntary disclosures is not known.

More generally, voluntary disclosure of potentially criminal conduct, and co-operation with relevant law enforcement authorities, are factors that may mitigate potential liability for alleged violations of domestic bribery laws as well. If the value of a given bribe is relatively small and the adverse consequences of the bribe are limited, the Procuratorate may decide not to prosecute the individual or the company at all.

What are the implications of voluntary disclosure for a company?

Voluntary disclosure has serious implications for a company. On one hand, individuals and companies may receive more lenient treatment from law enforcement authorities. On the other hand, they could be revealing conduct that might otherwise have escaped the notice of enforcement authorities and which may be subject to very serious penalties. There is no easy answer to this dilemma. The facts and circumstances in each case will need to be considered in consultation with experienced legal counsel. Certainly in Australia, the UK, and China, the absence of a formal legal process to govern self-reporting means that companies are beginning to understand the value of an early internal preliminary independent investigation conducted by specialist external lawyers, who can advise whether self-reporting is required, or is advisable, in all the circumstances.

What protections can a company put in place when considering disclosure?

The appointment of external lawyers is increasingly important in protecting the product of the investigation with legal professional privilege, which is not generally available in respect of the advice received from accountants or in-house counsel. In Australia and the UK, legal advice privilege attaches to all communications between the client and its external lawyers, and to any document produced by the lawyers to assist the client in the investigation, which would cover any notes and the final advisory report prepared by those lawyers. In the US, attorney client privilege applies to communications the purpose of which is to secure an opinion on the law, legal services, or assistance in some legal proceeding. Maintenance of privilege can be invaluable in protecting information against compulsory disclosure to regulators and prosecutors should there be a decision not to self-report. It is important to be aware that there is no concept of privilege under Chinese law.

In internal investigations, it is important to structure the investigation team to ensure that, as far as possible, privilege will be protected. For example, care should be taken to ensure that any third parties hired to assist in the internal investigation who are not lawyers (such as accounting and audit firms) are engaged by legal counsel to protect privilege to the maximum extent possible. Ideally, the entire investigation team will act under the auspices of the legal team.

If a self-report is made, the presence of external lawyers can lend an air of independence and credibility to the investigation, which may ultimately dissuade the relevant regulator from launching a formal investigation, conducting raids or issuing document production orders, all of which can be damaging and disruptive to the company and its reputation.

The initial approach to the enforcement body is often made by external lawyers on behalf of a company, although a company (or an individual) may approach the enforcement body directly. The external lawyers will then take instructions from the company and liaise with the enforcement body.

In the UK, it is becoming increasingly common for the SFO to ask companies that self-report to instruct external lawyers to undertake a detailed internal investigation of the issues that the SFO considers to be most relevant. The aim is to present a report to the SFO on the extent of the corrupt activities, the financial benefit to the company and the remedial action taken or proposed, so that it can decide what enforcement action, if any, is appropriate. Regardless of the existence of legal professional privilege, the SFO generally has an expectation of full and frank disclosure before it is willing to consider plea negotiation or civil settlement as an alternative to prosecution.

It is expected that proposed new legislation in respect of deferred prosecution agreements, which is to be introduced in the UK during 2012/2013, will bring more transparency and certainty for corporates who wish to self-report, take remedial action and wipe the slate clean.

In the US, if a company decides to make a voluntary disclosure, it is generally considered wise to disclose simultaneously to the relevant law enforcement authorities, although a company could also disclose a potential or actual violation as part of an SEC filing.


It is becoming increasingly important for companies to thoroughly understand, and to develop strategies to ensure compliance with, anti-bribery and anti-corruption laws in force around the world. For companies operating on the world stage, it is not sufficient simply to consider the law in force in the jurisdiction in which the company is headquartered. Legislation such as the Bribery Act has broad extra-territorial reach and can capture conduct engaged in outside the UK by non-UK persons. Accordingly, companies are increasingly adopting policies and operating procedures which mandate conduct of the highest standards, to ensure compliance with their most stringent legal obligations.

Despite best efforts, some companies will inevitably find themselves facing potential corruption concerns. In those circumstances, it will be important to seek legal advice as early as possible so that an internal investigation can be conducted (while protecting privilege as far as possible) and an informed decision can be made about whether (and how) to make a voluntary disclosure to the relevant law enforcement authorities. It is a difficult balancing act and the appropriate course of action will vary from case to case.

© DLA Piper

This publication is intended as a general overview and discussion of the subjects dealt with. It is not intended to be, and should not used as, a substitute for taking legal advice in any specific situation. DLA Piper Australia will accept no responsibility for any actions taken or not taken on the basis of this publication.

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities. For further information, please refer to

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions