On May 1, 2026, the UK Serious Fraud Office (SFO) secured court approval of a deferred prosecution agreement (DPA) with Ultra Electronics Holdings Limited, resolving an eight-year investigation into alleged overseas bribery. The approximately £15 million resolution is the SFO’s first DPA since 2021, its 13th overall, and its first successful corporate bribery enforcement action of any kind since 2022.
Although modest in size by global anticorruption resolution standards, the Ultra Electronics DPA is larger than several prior SFO DPAs and serves as an important early test of the SFO’s April 2025 Guidance on Corporate Cooperation and Enforcement in Relation to Corporate Criminal Offending, offering important indications of how the SFO intends to use DPAs as an enforcement tool going forward.
Background: The Investigation and the Charges
The SFO opened its investigation in 2018 after Ultra Electronics self-reported suspected corruption in Algeria. The investigation later expanded to include conduct in Oman in 2022 and to conduct across the company’s global operations in 2024.
The DPA resolves charges of failing to prevent bribery (contrary to Section 7 of the UK Bribery Act 2010 (UKBA)) in connection with public sector contracts in Algeria and Oman. It follows an enforcement action brought by Canadian authorities in 2023, in which an Ultra Electronics subsidiary entered into a CAD $7.8 million remediation agreement to resolve an investigation of bribery in the Philippines. The UK DPA is also accompanied by an undertaking—a tool first used in the SFO’s DPA with Serco Geografix Limited in 2019—by Ultra Electronics’ parent company, Cobham Ultra Limited, pursuant to which Cobham agrees to cooperate with the SFO and “to ensure the performance by [Ultra Electronics] of all obligations contained” in the DPA.
Ultra Electronics, which was formerly listed on the London Stock Exchange but was taken private in 2022, will pay a financial penalty of approximately £10 million and SFO costs of £4.8 million, and will submit annual compliance reports for three years. No external compliance monitor was imposed.
Alignment with the SFO’s April 2025 Cooperation Guidance
The DPA provides an early and instructive example of how the SFO may apply its April 2025 corporate cooperation framework in practice. That guidance (which we discussed in a prior Alston & Bird advisory) makes clear that when a company “self-reports promptly” and “co-operates fully,” the SFO will invite it to negotiate a DPA unless there are exceptional circumstances.
Notably, the Ultra Electronics DPA credits the company with “initial, prompt self-disclosure of the conduct relating to Algeria,” even though the disclosure apparently occurred after “Algerian media published reports of alleged corruption involving Ultra companies.” The DPA also covers the company’s conduct in Oman, even though no prompt self-report of that conduct appears to have occurred, and the company’s last-minute disclosure of it in 2022 reportedly caused the SFO to withdraw from DPA negotiations. These facts indicate that the SFO may be more permissive in applying its prompt self-reporting requirement than might be expected, and almost certainly more so than the U.S. Department of Justice.
The DPA also credits Ultra Electronics with “exemplary co-operation” since being taken private in 2022, and explicitly cites “limited waivers of legal professional privilege over key materials provided to the SFO” as one of the ways cooperation was provided. The SFO’s guidance identifies these waivers as “a significant co-operative act,” and the Ultra Electronics DPA is thus an important reminder for companies eyeing a DPA of the importance of carefully evaluating privilege issues and devising a cooperation strategy that entitles the company to full SFO cooperation credit without putting the company at a disadvantage in other jurisdictions.
Another type of “co-operative conduct” listed in the SFO’s guidance is the identification of “all persons involved” in “the suspected criminal conduct.” In the DPA’s statement of facts, it is asserted that the company provided “information on relevant individuals, which assisted the SFO’s investigation.” The DPA’s statement of facts also identifies several “relevant individuals” by name, but interestingly, the SFO reportedly “has decided not to bring charges against any individual in connection with its investigations in this case,” according to the court approving the DPA. This gap between the SFO’s apparent certainty that bribery occurred (and that the company failed to prevent it) and the SFO’s unwillingness or inability to prosecute those alleged in the DPA’s statement of facts to be responsible for that bribery is sure to prompt questions and additional commentary regarding the SFO’s use of DPAs.
What the DPA Signals About the SFO’s Enforcement Direction
The Ultra Electronics DPA represents a tangible enforcement success for the SFO at a time when it has continued to face several high-profile setbacks, as well as leadership transition. More broadly, the resolution reinforces the SFO’s stated commitment to anticorruption investigations and enforcement, as well as to the seemingly permissive use of DPAs to resolve corporate criminal liability. Whether the SFO will extend that approach to matters with senior-management involvement in the alleged behavior or more egregious misconduct remains an open question.
The DPA also comes against the backdrop of a broader expansion of the SFO’s enforcement toolkit. That expansion includes the arrival of the “failure to prevent fraud” offense in the Economic Crime and Corporate Transparency Act 2023, which came into force on September 1, 2025 (see our prior Alston & Bird advisory); potential whistleblower incentive reforms modeled in part on the United States’ Dodd–Frank framework; and increased SFO coordination with foreign enforcement authorities, including in France and Switzerland, all of which portend increased enforcement activity by the SFO.
Companies subject to the UKBA, particularly in the defense and aerospace sectors, should expect the UK enforcement landscape to become more demanding, and those that invest now in robust compliance programs will be best positioned to navigate what comes next.
If you have any questions, or would like additional information, please contact one of the attorneys on our White Collar, Government & Internal Investigations team.
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