Serious Fraud Office Issues New Guidance on Cooperation During Investigations

To encourage companies to cooperate, the 2025 Guidance provides more specifics on what cooperation it is looking for by providing a “non-exhaustive list of co‑operative conduct.”

Audrey Koh, partner and head of UK Corporate Investigations & White Collar Defense at Pillsbury, told Anti-Corruption Report that the list of cooperative conduct “is what is expected as the gold standard, not necessarily what would be appropriate for all investigations and companies.”

Additionally, Koh noted, having a long list of exemplary cooperative behaviors gives the SFO more discretion, allowing it to point to boxes a company did not tick from the cooperation list and then use that as an out to avoid extending an invitation to negotiate a deferred prosecution agreement.

At least one cooperation expectation remains challenging for companies – waiving privilege over the results of an internal investigation. The 2025 Guidance explains that “a voluntary waiver of privilege over [internal investigation] records will weigh strongly in favour of co‑operation.” There is a concern, however, that waiving privilege in certain areas draws attention to areas where the company does not waive privilege, Koh noted.

Still, companies may choose not to adjust their internal investigation strategies much at all following the 2025 Guidance. Investigations are driven by possible wrongdoing and the company’s risk exposure as a result of that wrongdoing, Koh explained. Those considerations will always take priority over earning brownie points with the authorities, particularly since the 2025 Guidance provides no guarantee that a settlement – let alone a favourable settlement – will be reached.

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