EU adopts anti-corruption directive to harmonise criminal law standards

Directive (EU) 2026/1021 published in the Official Journal of the European Union on 11 May 2026 to combat the significant problem at Union level of corruption, which threatens the stability and security of societies, undermining democratic institutions and distorting economies.

The existing instruments were not sufficiently comprehensive, and divergences in national criminalisation hampered a coherent and effective response across the Union. The EU legislator has now taken a decisive step: the new directive aims to provide all Member States with a common and coherent framework that approximates the definitions of criminal offences, raises the standards for criminal penalties and strengthens cross-border cooperation.

Eight offences with a common definition

Currently, criminal offences related to corruption vary from one Member State to another, making it difficult to ensure a coherent and effective response across the EU.

A key feature of the directive is a harmonised catalogue of criminal offences that all Member States must incorporate into their legal systems. Member States remain free to adopt or maintain more stringent rules concerning corruption offences. The directive builds on the existing legal framework and should not be interpreted as aiming to weaken current national anti-corruption rules. It aims to criminalise corruption offences when committed intentionally.

The eight offences defined are:

• Bribery in the public sector, both active (the promise or offering of an undue advantage) and passive (the request or receipt of such an undue advantage).
• Bribery in the private sector, covering equivalent conduct in relation to any person who in any capacity directs or works in a private-sector entity, in the course of business activities.
• Misappropriation of property whose management is directly or indirectly entrusted to a public official, contrary to the purpose for which it was intended.
• Trading in influence, covering both the offer and the solicitation, as well as the request or receipt, of an undue advantage of any kind in order to exert undue influence over public decisions.
• Unlawful exercise of public functions, referring to serious violations of law committed by a public official in the exercise of that official's functions.
• Obstruction of justice involves interfering with legal proceedings related to corruption offences.
• Enrichment from corruption offences, covering the intentional acquisition or use of property by a public official knowing that such property was derived from the commission of corruption offences by another public official.
• Concealment, covering the concealment or disguise of property of illicit origin linked to any of the foregoing offences.

'Public official' defined

The directive uses a broad definition of “public official.” It does not just mean people who work for the government. It includes anyone who exercises a public service function, whether appointed, elected, or employed on the basis of a contract, at national, regional or local level. It also covers national officials of third countries and persons exercising public service functions in those states. Likewise, the definition extends to persons performing public service functions in state-owned or state-controlled companies, staff of international organisations, and anyone holding a legislative office. The directive also introduces the category of "high-level official", including heads of government, members of government, members of parliamentary chambers and members of constitutional and supreme courts. Being classified as a high-level official may be treated as an aggravating circumstance when the penalty is being determined.

Sanctions: minimum thresholds for natural and legal persons

The directive does not impose specific penalties but requires each Member State to ensure that its sanctioning framework meets certain minimum thresholds. The message is clear: penalties must be sufficiently severe to be dissuasive and reflect the seriousness of corruption.

For natural persons, the directive requires that each national legal system provide for maximum terms of imprisonment ranging from three to five years depending on the seriousness of the offence, thereby establishing a common minimum threshold for all Member States. As regards legal persons, fines, whether calculated on the basis of total worldwide turnover or by reference to fixed amounts, must be proportionate to the seriousness of the conduct and to the individual and financial circumstances of the entity.

In addition to fines, the directive provides for a broad catalogue of supplementary sanctions including, among others, exclusion from public procurement procedures and subsidies, disqualification from the exercise of business activities, withdrawal of permits and authorisations, judicial supervision or winding-up, and publication of conviction decisions. The directive also prevents companies from evading liability by channelling corrupt acts through intermediaries or related entities.

Compliance counts 

What is perhaps of greatest practical interest for companies is the express recognition of compliance programmes as a mitigating circumstance. This is the first time a European harmonisation directive has accorded such effect to corporate compliance programmes. For a programme to be taken into account, it must be genuinely effective and duly assessed. Active cooperation with the competent authorities, swift and voluntary disclosure of the offence once discovered, and the adoption of remedial measures are also recognised as mitigating circumstances.

However, the directive expressly warns that, when determining the mitigating circumstance, the judge or the court may take into account the fact that the legal person has compliance programmes only for cosmetic purposes – so-called "window dressing". In other words, having a programme on paper without genuine implementation or adequate resources will not protect the company and could operate to its detriment.

Whistleblower protection

The directive extends the protection regime provided for in Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law to the reporting of all criminal offences referred to in this Directive. This means that companies' internal reporting channels will need to cover all the criminal offences provided for in the Directive, and not only those contemplated under the previous framework.

National strategies and institutional cooperation

Each Member State must adopt and publish a national anti‑corruption strategy, drawn up in consultation with civil society, specialised bodies, and independent experts. The directive also establishes a strengthened framework for cooperation between the competent authorities of the Member States and Union institutions, including Europol, Eurojust, the European Public Prosecutor’s Office, the European Anti-Fraud Office, or OLAF, and the European Commission. This aims to facilitate the exchange of information and the coordination of cross-border investigations. In Spain, this requirement could prompt an update of the current State Plan to Combat Corruption.

Other aspects of interest

The directive also regulates the jurisdiction of Member States to prosecute offences committed wholly or partly on their territory or by their nationals. It establishes minimum limitation periods, ranging from five to eight years depending on the seriousness of the offence, in order to prevent impunity for conduct that is often detected belatedly. The directive further imposes prevention obligations, such as sector-specific risk assessments and awareness-raising campaigns, and requires that anti-corruption bodies have sufficient resources and that public officials, law enforcement authorities and judicial authorities receive specialised training.

Transposition timetable

The directive enters into force on 1 June 2026. From that date, Member States have two years, until 1 June 2028, to bring into force the laws, regulations and administrative provisions necessary to comply with most of its provisions. The obligations relating to national anti-corruption strategies and assessments of sectors most at risk of corruption benefit from an additional year, until 1 June 2029.

Osborne Clarke comment

The new directive marks a turning point in European anti-corruption policy. For the first time, all Member States will share a common criminal law framework with uniform definitions, minimum criminal penalties, and express recognition of the role of compliance programmes, for better or for worse. For companies operating in the EU, the implications are immediate: existing compliance programmes must be reviewed to ensure they cover all the criminal offences defined in the directive, that reporting channels are adapted to the new scope, and that internal controls are genuinely effective and not merely formal. The warning about compliance programmes maintained only for cosmetic purposes is not rhetorical: it is an unequivocal signal that authorities expect substance, not appearance. It is also worth noting that, while the directive fully respects the constitutional principles of each Member State, it underscores that unduly shielding individuals from accountability for corruption offences could be incompatible with its objectives.

Exactly how the new rules will apply depends on how each Member State incorporates the directive into its national law. Given the ambitious goals and tight deadlines, companies are well advised to undertake without delay an assessment of their compliance programmes to meet the new European standards.

At Osborne Clarke, we will continue to closely monitor the practical implications of the Directive. If you would like to know more about the Directive, please do not hesitate to contact any of our professionals or your usual Osborne Clarke contact.