ARTICLE
10 November 2025

Podcast: Failure To Prevent Fraud

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A&O Shearman

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A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
Over the past year, the UK has implemented sweeping reforms concerning how corporates can become liable for fraud.
United Kingdom Criminal Law
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Over the past year, the UK has implemented sweeping reforms concerning how corporates can become liable for fraud. In this podcast episode, Matt Townsend, co-head of our Global International Trade group, is joined by counsel Tom d'Ardenne (London) and associate Ming Zee Tee (London) to unpack the new failure to prevent fraud offence and its implications for M&A.

Our speakers explain how large companies may be held to account for fraud committed by employees, agents, subsidiaries, and other associated persons providing services. They explain what types of fraud are covered by the offence and how this regulation will reshape M&A due diligence and deal execution. The discussion highlights the practical steps businesses should take—particularly around governance, policies, and procedures—to mitigate risk and preserve value in transactions.

Drawing parallels to the transformational effect of the UK Bribery Act in 2011, we expect to see a significant shift in how clients prepare for and conduct deals. Tune in for a practical discussion of how the new rules will operate and the key implications businesses need to consider.

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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