Risk sets the depth
Anti bribery due diligence is not one fixed checklist. A low-risk supplier in a well-regulated market may need only basic screening, while an intermediary who will interact with government officials in a high-risk country warrants a much closer look. Enforcement authorities have long said they expect diligence to be proportionate to risk, and they look at whether a company acted on what it found. In acquisitions, diligence matters for another reason, because a buyer can inherit exposure for the target's past conduct, and a post-closing review is often expected where access before closing was limited.
What the work usually covers
Common steps include identifying the true owners of the counterparty, checking for ties to government officials or their relatives, reviewing reputation and litigation history, and asking why this particular partner was chosen and how its compensation was set. Questionnaires help but are only a starting point, and where risk is higher, answers should be checked against independent sources. Red flags include unexplained requests for secrecy, unusual payment structures, and a counterparty whose qualifications do not match the role. Keep a record of what was found and what was done about it, because that record is often what regulators ask to see. Diligence should be refreshed when the relationship changes, such as a new territory, a new ownership group, or a new kind of government contact.
From findings to decisions
When diligence turns up concerns, the options are rarely limited to proceeding or walking away. A company can ask for more information, add contractual protections, restructure payment terms, require training, or narrow the scope of the relationship. When we are involved, we help decide how deep the review needs to be for each counterparty and how unresolved red flags should be handled and documented. For acquisitions, we also consider whether something already uncovered should be raised with authorities, which is a significant decision with its own considerations. A record showing that concerns were noticed and addressed is often worth more than a long questionnaire.
