On April 8, 2010, the Bribery Bill received Royal Assent and
passed into law in the United Kingdom. The Bribery Act
2010 is now expected to come into force in stages between June and
This Act replaces the previous common law offences
relating to bribery with two general statutory offences of bribing
or being bribed. Two other new offences that a company either
resident or operating within the United Kingdom must consider
the corporate offence of failure to prevent bribery; and
bribery of foreign public officials.
The Act is clear that it is immaterial whether a bribe
is paid by a company itself or by a third party acting on its
behalf. The company, not the third party, is ultimately
Failure to prevent bribery
This new corporate offence has a wide jurisdictional reach. It
applies to any United Kingdom incorporated entity (or United
Kingdom registered partnership) and any overseas entity that
carries on a business or part of a business in the United Kingdom.
The courts are expected to interpret "part of a business"
The only defence available to a company under the Act
for the charge of failing to prevent bribery is to ensure that it
had in place adequate procedures to prevent bribery. Guidance from
the Serious Fraud Office has explained that the term "adequate
procedures" does not just include written policies, but
evidence that they are acted upon and enshrined throughout the
business culture of the company in question. These "adequate
procedures" should include:
a corporate policy on anti-bribery and corruption;
active monitoring of third parties to ensure compliance;
the incorporation of anti-bribery and corruption provisions
into contracts with third parties; and
internal audits and reporting, as well as many other steps and
The penalties for breaching any provisions of the Act
are severe, with conviction carrying up to 10 years'
imprisonment or an unlimited fine (or both) for individuals, and
unlimited fines for businesses.
If a business has been convicted under the Act, then it
can be debarred from competing for public contracts under the
Public Contracts Regulations 2006.
Given that this new legislation will be coming into force this
year, it may be advisable to either review any existing corporate
governance policies already in force or approve and enact new
specific anti-bribery and corruption policies to ensure that all
adequate procedures have been put in place across the business.
Doing so may help afford a business the only defence available to a
charge of failing to prevent bribery.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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