UK Failure to Prevent Fraud: Corporate liability and M&A risk

The UK's new failure to prevent fraud offence marks a step change in corporate criminal liability, and its implications for M&A are significant. Large companies can now be held to account for fraud committed by employees, agents, subsidiaries and other associated persons.   How broad is the offence? What does it mean for deal structuring and due diligence? And what practical steps should businesses be taking now?  Matt Townsend, co-head of A&O Shearman's Global International Trade group, is joined by counsel Tom d'Ardenne and associate Ming Zee Tee to unpack the new offence and trace its implications across the deal lifecycle.   Drawing parallels with the transformational impact of the UK Bribery Act in 2011, they examine how governance, policies and procedures need to evolve, and what the new rules mean for how organisations should prepare for and conduct transactions, particularly around governance, policies, and procedures.