Appendix 18 Transparency International U.K. Anti-Bribery Due Diligence For Transactions

• Author: Robert W. Tarun
• Profession: Former Executive Assistant U.S. Attorney in Chicago
• Pages: 1094-1125

1094 APPENDIX 18

ANTI-BRIBERY

DUE DILIGENCE

FOR TRANSACTIONS

GUIDANCE FOR ANTI-BRIBERY

DUE DILIGENCE IN MERGERS,

ACQUISITIONS AND INVESTMENTS

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Transparency International U.K. Anti-Bribery Due Diligence for Transactions 1095

Transparency International (TI) is the world’s leading non-governmental anti-corruption

organisation. With more than 90 Chapters worldwide, TI has extensive global expertise and

understanding of corruption.

Transparency International UK (TI-UK) is the UK chapter of TI. We raise awareness about

corruption; advocate legal and regulatory reform at national and international levels; design

practical tools for institutions, individuals and companies wishing to combat corruption;

and act as a leading centre of anti-corruption expertise in the UK.

Acknowledgements

Transparency International UK is grateful to those individuals, companies and professionals who have assisted us in

the course of this project. We would like to thank all those companies that have been involved in the development of

the Transparency International tools on which it is based. The first draft of this document was published for public

consultation in July 2011, and the final version has benefited greatly from the expertise and experience of those who

engaged in the consultation process. The lead author of this document has been Peter Wilkinson.

We are particularly grateful to the following for their generous and expert advice: Jason Wright and Stefano Demichelis

of Kroll Advisory Solutions; Jeremy Carver; Tony Parton of PwC; Randal Barker, Chris Vaughan and Benedict O’Halloran

on behalf of the GC 100; Julian Glass on behalf of FTI Consulting; , William Jacobson of Weatherford International; and

Michael Hershman of the Fairfax Group.

This publication has been kindly supported by Kroll Advisory Solutions [www.krolladvisory.com] a global leader in risk

mitigation and response.

Lead Author: Peter Wilkinson

Editor: Robert Barrington, Transparency International UK

Adviser: Chandrashekhar Krishnan, Transparency International UK

Publisher: Transparency International UK

Published May 2012

ISBN 978-0-9569445-7-3

© 2012 Transparency International UK. All rights reserved. Reproduction in whole or in parts is permitted, providing that

full credit is given to Transparency International UK and provided that any such reproduction, whether in whole or in parts,

is not sold or incorporated in other works that are sold.

Disclaimer

Every effort has been made to verify the accuracy of the information contained in this report. All information was

believed to be correct as of March 2012. Nevertheless, Transparency International UK cannot accept responsibility for the

consequences of its use for other purposes or in other contexts. Policy recommendations and best practice guidance reflect

Transparency International UK’s opinion. They should not be taken to represent the views of those quoted or interviewed

or of Kroll. Transparency International UK assumes no liability to any third party for the information contained herein,

its interpretation or for any reliance of any third party. The document should not be construed as a recommendation,

endorsement, opinion or approval of any kind. This Guidance has been produced for information only and should not be

relied on for legal purposes. Legal advice should always be sought before taking action based on the information provided.

Cover photograph by Howzey on a Creative Commons licence from www.flickr.com

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1096 APPENDIX 18

1. INTRODUCTION

2. INVESTMENT RISK AND THE ROLE OF ANTI-BRIBERY DUE DILIGENCE

3. THE DUE DILIGENCE PROCESS

3.1 The aims of due diligence

3.2 Organising for due diligence

3.3 Integrating anti-bribery due diligence into the process

4. CHECKLIST

ANNEX I The legal context

ANNEX II Definitions

CONTENTS

1

4

6

6

6

7

14

19

26

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