This guidance, published with the support of Kroll Advisory Solutions, is intended to provide a practical tool for companies on undertaking anti-bribery due diligence in the course of mergers, acquisitions and investment. It reflects the approach for corporate anti-bribery programmes set out in the Business Principles for Countering Bribery3, which is an anti-bribery code widely recognised as an international benchmark for good practice, and developed in close consultation with companies and other stakeholders. This guidance is provided in the context of three overarching considerations:
 

  • Anti-bribery due diligence should be applied to all investments but on a risk-based approach, with the level of due diligence being proportionate to the investment and the perceived likelihood of risk of bribery.
  • In many cases the necessary information for due diligence may not be accessible, such as in acquisition of public companies, hostile take-overs, auctions or minority investments. This does not obviate the need for anti-bribery due diligence, but has an effect on the timing – i.e., it may need to be undertaken post-closure.
  • A good practice approach characterises ethical and responsible businesses, but is also the most effective means for companies to manage bribery risks across multiple jurisdictions and in a changing legal and enforcement environment.