Directors criminal liability meaning

In this issue: Economic Crime and Corporate Transparency Takeovers of public companies Corporate governance—Environmental, Social and Governance (ESG) matters Directors and company secretaries LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts Newly added and refreshed content Dates for your diary Trackers Useful information Economic Crime and Corporate Transparency The Economic Crime and Corporate Transparency Act 2023 (Commencement No 3) Regulations 2024 These are the third set of commencement regulations made under the Economic Crime and Corporate Transparency Act 2023. Regulation 2 switches on, in full, the civil recovery of cryptoassets measures—already in force in England and Wales and in Northern Ireland, but only partly in effect in Scotland—from 7 November 2024. Regulation 3 fully commences, across the whole United Kingdom, the new offence of failing to prevent fraud on 1 September 2025. See: LNB News 07/11/2024 12. Failure to prevent fraud offence scheduled to take effect on 1 September 2025. The Home...

What is the failure to prevent fraud offence? The FTPF offence, in force from 1 September 2025, marks a major widening of corporate criminal exposure. Departing from classic corporate fraud cases that hinge on proving senior management’s awareness or participation, this route imposes liability on a ‘failure to prevent’ basis. Large organisations—those satisfying any two of: over 250 staff, turnover above £36m, or total assets exceeding £18m—can be prosecuted where an employee, agent, subsidiary, or other ‘associated person’ commits fraud to benefit the organisation. The sole defence is to show that the organisation had reasonable anti-fraud procedures in place. How does the FTPF offence relate to greenwashing? Its relevance to greenwashing emerges from the offences it captures. The regime covers fraud by false representation (section 2 of the Fraud Act 2006 (FrA 2006)), fraud by failing to disclose information (FrA 2006, s 3), and false or misleading statements by directors (section 19 of the Theft Act 1968), each of which can readily apply to misleading sustainability claims...

In this issue: Criminal liability Investigating criminal conduct Criminal procedure and evidence Proceeds of crime Bribery, corruption, sanctions and export controls Environmental offences Financial services and pensions offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences Local authority prosecutions International Other corporate crime news Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Criminal liability Criminal Justice Bill—what changes are expected? Brought before Parliament on 14 November 2023, the latest Criminal Justice Bill, while not chiefly aimed at corporate crime, finalises the most far-reaching overhaul of criminal corporate liability in half a century and includes further measures with notable consequences for corporates. Emily Agnoli, partner, and Jon Malik, supervising associate, at Simmons & Simmons, explore the Bill’s breadth, headline measures and likely effects. See News Analysis: Criminal Justice Bill—what changes are expected?...

The Health and Safety at Work etc Act 1974 (HSWA 1974) sets out broad duties to protect the health and safety of employees and others affected by work. Not complying with these duties is a criminal offence, prosecutable in either the magistrates’ court or the Crown Court. For details of the duties under HSWA 1974, ss 2–7, see the following Practice Notes: Failure to carry out health and safety duties under HSWA 1974—offences Safety and the risk to safety under the Health and Safety at Work Act 1974 Employees' duties to take reasonable care for health and safety at work Directors’ duties for health and safety Health and safety law and the self-employed This Practice Note highlights those HSWA 1974 offences that can only be tried in the magistrates’ courts. Summary only health and safety offences The health and safety offences that are triable only in the magistrates’ court are: Breach of provisions relating...

Offence of re-using company name without permission The Insolvency Act 1986 (IA 1986) curtails the re-use of a company’s name for five years where, in the year leading up to insolvency, any director or shadow director of the insolvent company becomes involved with the successor entity (see Who is caught by the restriction?). A director must not participate in a business that adopts the identical legal or trading name, or a name so alike as to imply a link with the earlier company, unless an exception applies (see Scope of restriction). Importantly, this curb is imposed on the individual rather than the company itself, as there are numerous innocent or practical reasons why different companies may carry the same or a comparable name. Under IA 1986, s 216, breaching this curb constitutes a criminal offence, and section 217 is aimed at removing the financial attraction of exploiting insolvency by allowing creditors to seek to pierce the corporate veil and by rendering any director (or any accomplice) who contravenes section...

Practice Note This Practice Note consists of two strands created to help dispute resolution practitioners remain up to date with developments in case law that affect their field, or which influence civil litigation procedure more generally: selected forthcoming appeals to the Supreme Court are highlighted below; see Key forthcoming appeals to the Supreme Court—2022 summaries of significant appeal decisions in England and Wales (ie rulings of the Court of Appeal and Supreme Court and, where appropriate, certain judgments of the Competition Appeal Tribunal, Judicial Committee of the Privy Council, Court of Justice of the European Union), and ECtHR, which we have covered; see: Key forthcoming appeal cases—2022 You can navigate this content using the table of contents in the left-hand margin. Alternatively, search this tracker using [CTRL]+[F]. This material is not intended to be a comprehensive register of every appeal or major decision relevant to dispute resolution practitioners. Key forthcoming appeals to the Supreme Court—2022 Tort and negligence ...

1 Introduction 1.1 [ Insert organisation name ] is proud of how we run our affairs. Our Code of ethics sets out the principles and rules that govern our operations. It binds everyone here. Please read the Code carefully, ensure you understand it, and let it steer your day‑to‑day work. If you are unsure about the Code or how it applies, speak with [ insert, eg your manager ] 1.2 [ Insert organisation name ] operates a zero‑tolerance policy on employees engaging in criminal conduct 1.3 From 26 December 2023, under the Economic Crime and Corporate Transparency Act 2023, if a senior manager, acting within their actual or apparent authority, commits a relevant offence, the organisation is likewise guilty of that offence 2 Senior manager 2.1 A senior manager is an individual who plays a pivotal role in: 2.1.1 deciding how the whole, or a substantial part, of the organisation’s activities are to...

Introduction The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) creates a corporate offence of failing to prevent fraud, effective from 1 September 2025. In general terms, fraud is a criminal act involving deception or theft to obtain an advantage. Under ECCTA 2023, the failure to prevent offence encompasses a broad spectrum of fraud offences carried out for the benefit of our organisation, including: fraud by false representation fraud by failing to disclose information fraud by abuse of position obtaining services dishonestly participation in a fraudulent business false statements by company directors false accounting fraudulent trading cheating the public revenue Please find enclosed, for your review and comment, a [ n updated ] [ Group ] fraud risk management policy. The policy, which applies across all our businesses, features a brief introduction from [ insert senior management body, eg Board ] highlighting its importance and calling for the personal commitment of all staff to...

STOP PRESS : Major changes to the UK prospectus framework officially took effect on 19 January 2026. The updated standards for public offers of securities and for admissions to trading in the UK are chiefly set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have both been revoked. These reforms aim to streamline capital raising and significantly cut the instances when a company must produce an FCA approved prospectus for a further share issue. For comprehensive further details on the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime then in force prior to 19 January 2026...