By Chuck Gallagher — Business Ethics Keynote Speaker and Trainer
TL;DR: Chuck Gallagher, business ethics keynote speaker, explains how the EU’s new Anti-Corruption Directive reaches American companies doing business in Europe — and why a compliance program that exists only on paper will not be enough.
Picture a quiet dinner in Brussels. A consultant leans across the table. He tells a manufacturing executive he knows someone inside a ministry — a friend — who can push a stalled permit to the front of the line. No guarantee it works. Just a fee for the introduction and the quiet influence that comes with it. For years, across most of Europe, that conversation sat in a gray zone. Legal enough. Common enough. Now the gray is gone.
As a business ethics keynote speaker, I have watched smart people talk themselves into deals like that one. The rationalization is always the same. Everybody does it. It is just a finder’s fee. Nobody gets hurt. The new rule in Europe was written to end exactly that kind of talk.
On April 29, 2026, the European Parliament and the Council adopted Directive (EU) 2026/1021 on combatting corruption. It entered into force on May 31, 2026. Every EU member state except Denmark has until June 1, 2028 to write it into national law. The Directive replaces a 2003 framework decision and a 1997 convention, and it does something those older rules never did. It sets one common definition of corruption across the bloc, one floor for penalties, and one expectation for how companies prove they are clean.
What Actually Changed?
The Directive names eight offenses every member state must criminalize. Public-sector bribery. Private-sector bribery. Misappropriation. Trading in influence. Unlawful exercise of public functions. Obstruction of justice. Enrichment from corruption. Concealment. Some of those already existed in national law. Several did not. And the definitions are wide on purpose. An “undue advantage” can be money or something you cannot put a price on. There is no fixed line for what counts as a harmless gift, which means a courtesy that is fine in one country may be a crime one border over.
The money gets your attention. For bribery and misappropriation, member states must set maximum corporate fines of at least 5% of worldwide turnover, or 40 million euros. For trading in influence, obstruction, and enrichment, at least 3% of worldwide turnover, or 24 million euros. Worldwide. Not the revenue of the local subsidiary. The whole company.
Does This Reach American Companies?
In my work as a business ethics keynote speaker, this is the question I hear most from executives back home. If I am a U.S. company, why should a rule written in Brussels keep me up at night? Because it can reach you. Let me be clear about how.
Each member state must claim jurisdiction when the offense happens on its soil or when the offender is one of its citizens. That part is ordinary. But the Directive lets states go further. They may reach conduct committed entirely abroad when it is done for the benefit of a company established in, or doing business in, their territory. Read that again. Doing business in their territory. If your firm sells into the EU, runs a subsidiary there, or routes a deal through a European partner, a bribe paid on another continent can land inside a European courtroom.
There is more. The Directive extends to misconduct carried out through information systems used inside a member state — a digital thread that can pull in a company running its data through European servers. So no, this is not only Europe’s problem. If you do business in the EU, it is your problem too. It does not replace the Foreign Corrupt Practices Act you already answer to. It stacks on top of it, with its own offenses and its own fines.
Why Is Trading in Influence the One to Watch?
Go back to that dinner in Brussels. Trading in influence is the offense with no real match in American or British law. It criminalizes paying — or taking — an advantage to peddle influence over a public official. And here is the part that catches people. It does not matter whether the influence is real. It does not matter whether it works. The bargain itself is the crime. The consultant does not need a single friend in that ministry. He only needs to sell the promise of one.
Think about how many arrangements live in that space. Success fees tied to a government contract. A retainer paid to someone whose only asset is a phone full of the right numbers. A fixer whose value is proximity, not expertise. Every one of those deserves a second look now.
What Makes a Compliance Program Real?
The Directive offers a door. Genuine compliance counts as a mitigating factor. Build a real program, cooperate, disclose fast, and a court can weigh that in your favor. But the drafters saw the dodge coming. They wrote a plain warning into the text against what they call window dressing — the compliance binder that exists only to be pointed at. A policy nobody follows will not save you. You have to prove the thing works.
That is the whole lesson, and it is an old one. A written value is not a lived value. You cannot buy the appearance of integrity and expect it to hold when the pressure comes. Every choice has a consequence. Brussels just raised the price of the wrong ones — and handed the bill to anyone doing business inside its borders.
Frequently Asked Questions
When does the EU Anti-Corruption Directive take effect?
The Directive entered into force on May 31, 2026, but it is not directly binding on companies yet. Every EU member state except Denmark has until June 1, 2028 to transpose it into national law. The smart move is to use that window rather than wait for it to close.
Does the EU Anti-Corruption Directive apply to U.S. companies?
It can. Member states may claim jurisdiction over corruption committed abroad when it benefits a company established in, or doing business in, their territory. If your firm sells into the EU, operates a subsidiary there, or works through European partners, conduct that happens elsewhere can still be prosecuted in Europe. It sits on top of the U.S. Foreign Corrupt Practices Act, not in place of it.
What is “trading in influence” under the Directive?
It is the crime of paying or accepting an advantage to peddle influence over a public official. What makes it unusual is that the influence does not have to be real or successful — the corrupt bargain itself is enough. There is no direct equivalent in U.S. or U.K. law, which is why business ethics keynote speaker Chuck Gallagher flags it as the offense companies most often miss.
How large are the fines under the Directive?
For bribery and misappropriation, member states must allow maximum corporate fines of at least 5% of worldwide turnover or 40 million euros. For trading in influence, obstruction of justice, and enrichment, at least 3% of worldwide turnover or 24 million euros. The fines are measured against the entire company’s global revenue, not the local unit.
Can a compliance program reduce liability under the Directive?
Yes. A genuine, well-run compliance program can count as a mitigating factor, especially when paired with fast cooperation and self-disclosure. But the Directive explicitly warns against “window dressing” — programs that exist only on paper. Companies have to show the program actually works in practice.
Bring This Conversation to Your Team
Corruption never announces itself as corruption. It shows up as a favor, a fee, a friend who knows a guy. The companies that stay clean are the ones that decided, long before the pressure arrived, what they would and would not do. That decision is culture, and culture is built on purpose. If your team does business in Europe — or anywhere the rules are tightening — this is the moment to pressure-test what you stand for before a regulator does it for you. To bring Chuck Gallagher’s message on ethics and consequence to your organization, leadership team, or next event, visit ChuckGallagher.com.
Five Questions for Reflection
1. Where in our business does “everybody does it” quietly excuse a choice we would not defend out loud?
2. If a regulator asked us to prove our compliance program works, could we — or would we only be able to show them the binder?
3. Which of our consultants, agents, and partners are paid for genuine expertise, and which are paid for proximity to the right people?
4. What is the honest difference in our culture between a value we have written down and a value we actually live?
5. When the pressure to close a deal is highest, what have we decided in advance that we will not do to win it?
