There are two new corporate offences under the Economic Crime and Corporate Transparency Act 2023: the senior manager offence and the failure to prevent fraud offence. London-based Global Regulatory Enforcement partners Rosanne Kay and Patrick Rappo are joined by London senior associate Emma Shafton to discuss the new offences and their relevance to disputes lawyers. ----more---- Transcript: Intro: Welcome to Disputes in Perspective, a Reed Smith podcast. This podcast series will discuss disputes-related trends, hot topics, and developments occurring in the global legal landscape, and hopefully provide you with some helpful insights and practical tips. If you have any questions about any of the episodes, please feel free to contact our speakers.  Rosanne: Welcome back everyone to Disputes in Perspective. My name is Rosanne Kay. I'm a partner in the London office specialising in white-collar crime and I am joined today by two colleagues also from Reed Smith's London office and also specialising in white-collar crime, Patrick Rappo and Emma Shafton. And what we wanted to do briefly today is to talk about the new corporate crime offences, and in particular, explain how they are relevant to disputes and litigation. To start with, though, I'm going to ask Emma to just give us an overview of these new offences and why they're significant.  Emma: Well, there are two new offences under the Economic Crime and Corporate Transparency Act of 2023. The first is the senior manager offence and the second is the failure to prevent fraud offence. So dealing with the senior manager offence briefly first, this has been enforced since the 26th of December last year and it introduces criminal liability for companies of any size for a wide range of financial crimes. So that includes things like money laundering, breach of sanctions legislation fraud bribery and a company can be held criminally liable where any of those offenses are committed by its senior managers. Previously corporate liability could only be attributed where the prosecution could show that there was a directing mind and will of a company involved in the offending and as a result historically it's been really difficult for prosecutors to successfully prosecute companies for financial crimes. So that's the first offence, and that's the strict liability offence. And the second, which is not yet in force, is the failure to prevent fraud offence. That will come into force when the UK Home Office publishes guidance. And as of the date of recording, which is the 23rd of September, that guidance hasn't been published yet, but it could come in the next few weeks or the next few months. And what this offence does is introduces criminal liability for large organisations and their subsidiaries where an associate commits fraud. An associate could be an employee, an agent, or somebody that performs services for or on behalf of the organization. So a consultant maybe or an intermediary. And that associate must intend that the fraud benefits the organization or any other person to whom the associate provides services for or on behalf of the organization. So that could be a customer, for example. Now the failure to prevent fraud offence is strict liability offence and it will be made out unless the organisation can show that it has reasonable preventative policies and procedures in place and the guidance that I've referred to will detail what will be expected of companies. The offence will come into force following a brief preparatory period which could be as little as six months and that will be confirmed once the guidance is published. So that's a brief summary of the two offences and really the introduction of them cumulatively represents a seismic shift in the law on corporate criminal liability in the UK and they've both been welcomed by prosecutors such as the Serious Fraud Office. One other point that's very important to note is both of those offences apply extraterritorially so