Anti-corruption rules in international trade are the system of national and extraterritorial laws that prohibit the bribery of public officials and commercial partners. At Musch Legal, we advise Dutch entrepreneurs operating in high-risk markets such as the Middle East, Africa, and parts of Asia. For Dutch companies, not only Dutch rules apply, but also extraterritorial laws such as the UK Bribery Act 2010 and the US FCPA 1977, with heavy fines.
What is the legal issue? (How far does anti-corruption legislation extend?)
Anti-corruption affects international contracts at multiple levels: bribery of government officials, commercial bribery, facilitating payments, agent relationships, and gift and hospitality policies. Internationally, rules vary in scope, strict liability, and jurisdictional extent. Without clear contractual protection, you bear risks caused by agents you do not actually control.
What does the law say? (Which laws apply to you?)
Dutch Criminal Code Articles 177, 178, 328ter, and 328quater prohibit active and passive bribery of public officials and commercial partners worldwide. For criminal prosecution of Dutch nationals or companies abroad, Article 5 of the Criminal Code applies (universality principle). The UK Bribery Act 2010 recognizes four principal offences and strict failure to prevent offence under Section 7. The US FCPA 1977 prohibits the bribery of foreign public officials by companies with US ties. The OECD Anti-Bribery Convention binds 44 countries.
For the Netherlands, the Directive on the Investigation and Prosecution of Official Corruption Abroad applies in addition.
Law
Scope
Specific feature
Dutch Criminal Code Art. 177-178
Worldwide for Dutch companies
Active + passive bribery
UK Bribery Act 2010
UK-related activities
Failure to prevent (Section 7)
US FCPA 1977
US band (establishment, USD, shares)
Prohibition of government bribery abroad
AML/CFT
Money laundering + corruption funds
Obligation to report unusual transactions
Law
Scope
Specific feature
NL Criminal Code Art. 177-178
Worldwide for NL companies
Active + passive bribery
UK Bribery Act 2010
UK-related activities
Failure to prevent (Section 7)
US FCPA 1977
US bond (establishment, USD, shares)
Prohibition of government bribery abroad
AML and Counter-Terrorism Financing Act
Money laundering + corruption funds
Duty to report unusual transactions
What risks do companies face? (What penalties threaten?)
Fines under the UK Bribery Act and FCPA run into hundreds of millions. Criminal prosecution of directors under Section 51 of the Dutch Criminal Code (participation) and Sections 177-178 of the Dutch Criminal Code. Exclusion from government contracts undermines commercial future. Reputational damage is usually permanent. Insurers exclude coverage. Banks may terminate business relationships. Shareholders can file civil claims.
Practical example from our practice (How did we avoid FCPA prosecution?)
Musch Legal represented a Dutch engineering firm that used a commercial agent in an African country. The agent paid bribes to win a government contract. The firm was prosecuted under UK Bribery Act Section 7 (failure to prevent) due to inadequate preventive measures. In the compliance program, we built in: an agent contract with strong compliance clauses, training, audit, and risk-based due diligence under OECD guidelines. Subsequent projects were successfully defended under adequate defense procedures.
What can you do? (Which program do you build?)
Implement anti-corruption policies and train employees. Conduct due diligence on agents, partners, and M&A targets under OECD guidelines. Incorporate anti-corruption clauses into all contracts, including declarations, audits, and termination. Regulate gifts and hospitality with a fixed ceiling and approval process. Document everything for adequate defense procedures under the UK Bribery Act. Update policies annually. Engage Musch Legal for an anti-corruption audit.
Anti-corruption provisions in international trade