In 2025, the SFO issued updated External Guidance on Corporate Co‑Operation and Enforcement in relation to Corporate Criminal Offending (2025 Guidance), which outlines the regulator’s expectations for companies seeking a DPA. Until recently, that guidance was merely theoretical, with DPAs thin on the ground. However, a May 2026 settlement with Ultra Electronics Holdings Ltd (formerly plc) (UEH), a British defense and security company, indicates that the U.K. enforcer is back in the game.

This first installment in a two-part series on the case examines the company’s self-report and cooperation in the SFO’s investigation. The second part will analyze how UEH cleaned up its compliance program and ultimately paid limited penalties, partially due to its failure to win business through paying bribes.

See our two-part series on the 2026 U.K. enforcement outlook: “Compliance Evaluation Guidance” (Feb. 11, 2026), and “A Whole-Government Strategy to Fight Corruption” (Feb. 25, 2026).

Back in Business

Despite issuing the 2025 Guidance, the SFO has not entered into a DPA since 2021, leaving uncertainty about whether such settlements were a thing of the past. UEH’s DPA puts to rest any doubts about their use.

“For practitioners, the message is that the SFO’s DPA program remains active,” Emma Shafton, counsel at Reed Smith, told the Anti-Corruption Report.

The UEH settlement comes at a moment of transition for the SFO – which lost a well-liked director in January, along with three other senior prosecutors – but it indicates that the SFO’s desire for companies to self-report, cooperate and remediate remains strong. “The Director’s retirement and the departure of senior prosecutors had created uncertainty at a sensitive moment, with risks around continuity and delay in major bribery matters,” Liam Naidoo, a partner at Hogan Lovells, told the Anti-Corruption Report. The UEH settlement “therefore supports a positive line: the SFO is still progressing big cases,” he said.

The UEH settlement “is evidence that the SFO remains capable of delivering a complex corporate bribery resolution despite leadership churn,” Naidoo continued. It follows a period of efforts by the SFO to rebuild momentum, confidence and public credibility. “It helps sustain the narrative that the agency is more active and operationally assertive than in recent years,” while reinforcing defense and aerospace as an enforcement priority, he added.

Still, the company first self-reported its misconduct in 2018, meaning it took eight years for the SFO to bring the case to a resolution. This is at odds with promises in the 2025 Guidance that the agency aims to move quickly and not let investigations drag on. “We recognize that speed matters,” Interim Director of the SFO Graham McNulty explained while speaking at the American Conference Institute’s Global Anti-Corruption, Ethics & Compliance conference in New York in June 2026. “Corporates don’t want to see investigations dragged on for years without resolution,” he observed. Therefore, in the 2025 Guidance, the SFO commits to concluding investigations “within a prompt time frame and then conclude[ing] DPA negotiations within six months of sending an invite,” he said.

“Despite what other commentators may say this should be counted as a win for the SFO and the company,” Paul Feldberg, a partner at Morgan Lewis, argued. It takes patience, considerable effort and sophisticated legal work to reach a resolution like this, he pointed out.

See “The SFO’s Five-Year Strategy: Rebooted, Recharged and Ready to Rumble?” (Jun. 5, 2024).

Bribes in Two Countries

UEH is a U.K. company that was listed on the London Stock Exchange from 1996 to 2022. UEH, along with its subsidiaries (collectively, Ultra Group), designed, developed and manufactured electronic systems for the international defense and aerospace market, according to the statement of facts (SoF) filed as part of the DPA. The DPA was approved by Mr. Justice Nicholas Hilliard on May 1, 2026.

The settlement concerned bids made by subsidiary Ultra Electronics Limited (UEL) and its business unit Ultra Electronics Airport Systems (UEAS).

Oman Project

Between 2009 and 2011, UEAS was engaged in a bid for a major IT and systems project worth at least £150 million ($200.9 million) at the Muscat and Salalah airports in Oman, referred to as “Main Contract 6” (the MC6 Project), the SoF explains. Omani local content laws required that UEL have a local partner, so it jointly bid for the project with Oman Investment Corporation SOAC (OIC), working closely with OIC’s CEO, Omani national Kalat Al Bulooshi. The two companies eventually created a joint venture, referred to as Ithra, to work on the project.

During the bidding process, UEAS ordered a World Check report on OIC, which indicated that OIC was politically exposed. When this raised flags within the company, the managing director of UEAS, Graeme Stacey, responded that the government connections were indeed the point of the relationship. “We teamed with a government organisation to get access and influence to government officials . . .,” he said, according to the SoF. When asked how he knew that OIC had “acted in a wholly ethical and proper manner in all their dealings with the Oman government,” he replied, “I don’t!”

Additionally, during bidding, UEL employees discussed with Al Bulooshi the need for a “third man” who would “absolutely be able to deliver a knockout blow” in the bidding process.

Ithra was eventually awarded the contract, leading to significant back and forth on how to make payments to the “third man.”

Ultimately, the MC6 Project “proved to be operationally and financially challenging,” according to the SoF, resulting in a net loss of more than £31.8 million ($42.6 million).

Algerian Project

Between 2014 and 2017, UEL also bid for two projects in Algeria, one to provide IT and e‑commerce solutions at the Houari Boumediene Airport in Algiers (Airport Project) and one to provide infrastructure for the Algerian Ministry of Post and Information and Communication Technology (MPICT) (the PKI Project and, together with the Airport Project, the Algerian Projects).

As in the MC6 Project, UEL faced pressure to work with a third party – a “big boss” – in its bid for the Airport Project. There were many messages back and forth about how commissions to this big boss would be paid and in what amounts.

At one point, a senior executive at UEL received “key super sensitive figures which represent the real budget” of the project that were intended to help UEL submit a winning bid. A senior executive went so far as to purchase an iPhone for the director general of MPICT. In an email nagging the executive to purchase the phone, a contact in Algiers noted that “what [the director general] did for you is an exceptional favour against the law . . .,” the SoF recounts. Eventually the senior executive responded: “I have got your friend Iphone [sic] model he wants. See you next Sunday.”

The iPhone was just the beginning, and the UEL executive was involved in ongoing, contentious negotiations about the millions of dollars in fees that would be paid to Algerian government officials to secure the winning bid. Many of the negotiations were through consultant Adel Khalef, who was involved with a firm known as Algerie Advice Corporation.

Ultimately, UEL never secured either of the Algerian Projects.

See “Five Strategies for Navigating Cross-Border Investigations” (Feb. 25, 2026).

A Self-Report With DPA Negotiations That Fell Apart

In 2017, Khalef’s business partner, Edwin Roberts, threatened legal action, claiming he was owed fees and expenses related to the PKI Project. In his communications with UEH, Roberts referred to payments to an agent in Algeria that he described as “dubious.” This kicked off an internal investigation at UEH and a self-report to the SFO in 2018.

Late Disclosure Blows Up a Deal

The SFO opened an investigation, going so far as arresting a UEL executive. UEH continued its internal investigation, coordinating closely with the SFO. Due to the company’s significant cooperation, the SFO invited UEH to enter negotiations for a DPA in February 2021.

Thereafter, “at a late stage in the DPA negotiations,” according to the SoF, UEH revealed information related to the MC6 Project in Oman. UEH argued that it had performed an internal investigation as to this project in 2015 and had not found evidence of bribery or corruption.

“We did not accept Ultra’s analysis of this information, and we withdrew from negotiations later that year, concluding that the conditions for a meaningful agreement were not in place,” McNulty related. The SFO then expanded the scope of its investigation to cover UEH’s activities in Oman.

An Invitation to Negotiate Is Not a Guarantee

UEH’s experience clearly illustrates that an invitation to negotiate a DPA is not a fait accompli. “The SFO will walk away from negotiations and pursue a prosecution unless the company genuinely cooperates with us,” McNulty warned.

The sequence of events in the UEH settlement indicates a willingness on the part of the SFO “to pause a resolution when the evidential picture changes, rather than simply complete a deal because negotiations have begun,” Shafton suggested.

Companies must be careful when self-reporting and fully candid in their disclosures. They must be “careful about entering DPA negotiations on an incomplete factual picture,” Naidoo cautioned. Providing information late in the negotiation process “can damage the cooperation narrative, expand the investigation and prolong the process,” he elaborated.

Companies entering DPA negotiations should “treat completeness and accuracy as critical,” Shafton advised. Practically, companies should stress-test the factual universe before negotiations commence and continue to do so throughout the process. Internal investigations should look “across jurisdictions, business units, legacy structures, third-party relationships and historic internal investigations,” she suggested. Company leadership should also manage expectations by explaining to the board of directors that there is a risk that new information may alter the course of settlement negotiations, she added.

See “Dealing With the SFO After Its ‘Fundamental Failures’” (Sep. 28, 2022).

Cooperation Turns Things Around

In August 2022, the Ultra Group was acquired by Cobham Ultra Acquisitions Limited (Acquisition), a newly formed company for the purpose of the acquisition. After the acquisition, the Ultra Group was controlled by fund entities managed or advised by Advent International L.P. (Advent) and was delisted from the London Stock Exchange.

Advent appointed new management at UEH, including a new legal and compliance team. UEH also engaged new counsel – Simmons & Simmons – which carried out a thorough investigation of the Oman Project.

Exemplary Cooperation

According to the DPA, since the Acquisition in 2022, UEH demonstrated “exemplary co‑operation,” which played a significant role in the ultimate outcome of the case.

UEH provided the SFO with “a highly detailed factual narrative report,” making a limited waiver as to privilege aspects of the report, and it expanded its internal investigation into all jurisdictions where UEH historically operated.

According to the SoF, UEH’s cooperation included:

• facilitating interviews with former employees;
• providing information on relevant individuals;
• providing detailed factual narratives;
• presenting findings to the SFO with supporting documentation; and
• identifying and providing overseas documents.

Waiving Privilege

Notably, UEH provided certain documents and information “under a limited waiver of legal professional privilege,” according to the SoF. Specifically, it provided “materials produced by UEH’s previous solicitors in relation to previous investigations into the MC6 Project,” it says.

The 2025 Guidance explains that “a voluntary waiver of privilege over [internal investigation] records will weigh strongly in favour of co‑operation.”

There are instances where sharing privileged information may help a company’s case. For example, “it may want to share an investigation interview memo of an individual who has subsequently been exited from the company – if the memo showed wrongdoing by that person, but the memo did not implicate the company,” Feldberg explained. “The company may also want to share legal advice of former lawyers” where it received poor guidance, he said. The SFO “would ordinarily be particularly keen on seeing memorandum of interviews,” he suggested.

Whether the materials UEH provided were covered by privilege is not perfectly clear. “There is a live debate around whether internal investigation materials are in fact protected by privilege, particularly where they contain factual findings rather than legal advice,” Naidoo explained. The 2025 Guidance creates an interesting incentive for companies to argue that materials are privileged to then receive cooperation credit for waiving that privilege, he noted.

Accordingly, “a company may decide that a limited waiver helps demonstrate co‑operation, accelerate the prosecutor’s understanding of the evidence or explain the basis for remediation decisions,” Shafton posited.

Sharing privileged materials also demonstrates candor and can support the argument that the company has remediated properly, Naidoo added.

Exercising Caution

While the SFO provides incentives for waiving privilege, and doing so might help a company present itself favorably, there can be drawbacks. Waiving privilege in an SFO investigation can have implications for other legal matters and in other jurisdictions. Thus, the experts suggest proceeding with caution.

“Providing a limited waiver of material is an inherently risky process,” Feldberg warned, because “overseas regulators often take different views of privilege waivers and may claim that all legal privilege has been waived by the limited waiver.”

“We would always advise clients to think very carefully before giving up the right to assert privilege over any material, and any waiver should be limited, express, documented, and tied to identified documents or categories of documents,” Naidoo advised.

“The appropriate course will depend on the purpose and scope of the disclosure,” Shafton said. “But any waiver should be deliberate, documented, carefully limited by subject matter and recipient, and considered in light of collateral risks in civil litigation, overseas proceedings and follow-on investigations,” she instructed.

See our two-part series on the SFO’s Co-Operation Guidance: “A Hard Sell for Self-Reporting” (May 21, 2025), and “Investigation Expectations” (Jun. 4, 2025).