The EU Anti-Corruption Directive: A New Framework for Businesses Operating in the EU
 

On 29 April 2026, the European Parliament and the Council of the EU adopted Directive (EU) 2026/1021 on combatting corruption (the Directive), which entered into force on 31 May 2026. The Directive establishes minimum rules on the definition of corruption offences and penalties, and introduces a range of preventive and enforcement measures aimed at creating a more consistent EU-wide approach to tackling corruption. Thus, it replaces two existing instruments: the 2003 Framework Decision on corruption in the private sector and the 1997 EU Convention on the fight against corruption involving officials.

The Directive forms part of a broader shift in EU criminal law towards harmonised sanctions and strengthened enforcement. For Germany in particular, it aligns closely with the proposed reform of corporate sanctions under section 30 of the Administrative Offences Act (Ordnungswidrigkeitengesetz, OWiG), which we covered in our previous insight. 

Harmonised offences

The Directive establishes a set of intentional criminal offences that all Member States must criminalise (Articles 3 to 10).

• Public-sector bribery (Article 3): promising, offering or giving an undue advantage of any kind to a public official in exchange for an act or an omission in accordance with or in breach of the official's duties (active bribery) and requesting or receiving such an advantage in connection with the exercise of the official’s functions (passive bribery).
• Private-sector bribery (Article 4): active and passive bribery in the course of economic, financial, business or commercial activities, covering conduct that induces a person directing or working for a private-sector entity to act or to refrain from acting, in breach of their duties.
• Misappropriation (Article 5): misuse of entrusted property by a public official in order to obtain an undue advantage or to cause damage; Article 5(2) additionally permits Member States to extend this offence to persons working within private-sector entities who misuse entrusted assets in the same manner in the course of economic or commercial activities.
• Trading in influence (Article 6): the buying and selling of improper influence over public officials, covering both the active side (promising, offering or giving an undue advantage to someone in exchange for their influence over a public official) and the passive side (requesting or receiving such an advantage in exchange for exerting that influence). It is irrelevant whether the influence is actually exerted or leads to the intended result.
• Unlawful exercise of public functions (Article 7): Member States must criminalise at least certain intentional and serious violations of law by public officials in the exercise of or failure to exercise their functions, with discretion to limit the offence to specified categories of public officials.
• Obstruction of justice (Article 8): Member States must criminalise two forms of conduct in connection with corruption proceedings. First, the use of physical force, threats or intimidation, or the promising, offering or giving of an advantage, to induce false testimony or interfere with the giving of testimony or production of evidence. Second, the use of physical force, threats or intimidation to interfere with the exercise of official duties by a person holding a judicial office or a member of law enforcement. 
• Enrichment from corruption (Article 9) and concealment (Article 10): Member States must criminalise (i) the intentional acquisition, possession or use of property by a public official knowing that it was derived from a corruption offence committed by another public official, and (ii) the intentional concealment or disguising of origin or ownership of property derived from any of the listed offences.

Sanctions for legal persons

Corporate liability

Member States must ensure that legal persons can be held liable where a corruption offence is committed for their benefit by a person in a leading position, or where a lack of supervision or control by such a person made the offence possible.

Fine thresholds

The Directive prescribes mandatory minimum fine thresholds for legal persons for the following offences:

• For public- and private-sector bribery and misappropriation (Articles 3 to 5), maximum fines of at least 5% of worldwide turnover or, alternatively, at least €40 million.
• For trading in influence, obstruction of justice, enrichment from corruption (Articles 6, 8 and 9), maximum fines of at least 3% of worldwide turnover or, alternatively, at least €24 million.

Member States are free to choose between the turnover-based and the absolute-figure method.

Further sanctions

Further measures which Member States may impose on legal persons include exclusion from entitlement to public benefits or aid, exclusion from access to public funding and tenders, temporary or permanent disqualification from business activities, withdrawal of permits and licences, judicial supervision, winding-up, closure of establishments, and publication of judgments where in the public interest.

Mitigating circumstances

A particularly significant development for legal persons is the explicit codification of compliance and cooperation as mitigating factors (Article 16). Under the Directive, Member States must ensure that the following may be taken into account as mitigating circumstances: effective internal controls, ethics awareness programmes and compliance programmes – whether implemented before or after the offence – and the rapid and voluntary disclosure of the offence to competent authorities together with taking remedial measures. 

However, Recital 29 of the Directive draws an explicit distinction between genuine compliance and what it terms "window dressing" – that is, compliance programmes maintained purely for cosmetic purposes. The quality of a company's compliance framework, as well as its ability to evidence that quality, will therefore be decisive.

Implications for Germany

The Directive will require a number of adjustments to German law. 

The most significant gap concerns trading in influence (Article 6), among other adjustments. German law currently criminalises this conduct only in the limited context of members of parliament (sections 108e and 108f of the Criminal Code (Strafgesetzbuch, StGB)). The Directive's broader definition, which extends to any improper influence over a public official, will require meaningful legislative expansion.

On corporate sanctions, the Directive's fine thresholds of 5%/€40 million and 3%/€24 million align closely with the reforms already proposed in the draft bill implementing the Environmental Crimes Directive, which we discussed in our previous insight. That bill already proposes raising the general corporate fine cap under section 30(2) OWiG to €40 million – meaning that by the time the Anti-Corruption Directive is transposed, the headline fine threshold may already be in place under general German law. Similarly, the express codification of compliance and cooperation as mitigating factors in the Directive mirrors the direction of the proposed new section 30(2a) OWiG and reinforces the case for companies to invest in robust and well-documented compliance programmes.

What companies should do now

The transposition deadline of 1 June 2028 is approximately two years from now, but companies are well advised not to treat this as grounds for delay. The Directive's adoption marks the beginning of a period of legislative activity across Member States, and companies that use this window proactively will be better placed both to manage risk and to demonstrate mitigating credit when it matters.

In concrete terms, companies should consider the following:

• Map exposure against the new offence categories. The extended scope of trading in influence and the new enrichment and concealment offences may capture conduct not previously within the reach of German criminal law. A structured review of third-party relationships, intermediaries, and business partners is a sensible starting point.
• Assess and update anti-bribery and anti-corruption policies. Existing policies should be benchmarked against the Directive's expanded offence categories and revised accordingly. Particular attention should be paid to the treatment of trading in influence and private-sector misappropriation, where the Directive's scope may exceed what current policies address.
• Focus on genuine effectiveness of compliance programmes. The Directive makes clear that only programmes that are genuine, effective and duly assessed will carry mitigating weight; the mere existence of a written policy will not suffice. Companies should therefore move away from paper-based compliance and towards demonstrable, operational frameworks: this means properly resourced compliance functions, regular and documented risk assessments, tested internal controls, ongoing training and the ability to evidence all of the above. Where a potential offence occurs, it is precisely this evidence base that will determine whether mitigating credit can be claimed in practice.
• Strengthen internal investigation protocols. A rapid, documented and evidentially robust response will be key for companies to claim mitigating credit. Companies should ensure that internal investigation processes, including escalation procedures, evidence preservation protocols and decision-making frameworks are clearly defined for that purpose.

Next steps

Member States have until 1 June 2028 to transpose the Directive. As a minimum-harmonisation instrument, it sets a baseline: Member States remain free to adopt stricter rules, meaning the compliance landscape across the EU will not necessarily be uniform once transposition is complete. Companies with operations across multiple Member States should bear this in mind when designing group-wide anti-corruption frameworks. 

We will monitor German legislative developments closely as the implementation process progresses.

If you have any questions, get in touch with our Corporate Crime & Investigations team.