R v Entain plc (2023), Case No U20231779
Crown Court at Southwark, sitting at the Royal Courts of Justice, 5 December 2023. Dame Victoria Sharp, President of the King’s Bench Division.
The court approved a deferred prosecution agreement between the Crown Prosecution Service and Entain concerning alleged failures to prevent bribery. The agreement required payments totalling £615 million and continuing cooperation and compliance measures. Criminal proceedings against the company were suspended. This was a decision approving a negotiated agreement, rather than a conviction following a trial.
The conduct and the application
Entain, formerly GVC Holdings plc, operated a sports betting and gaming business. The alleged offences arose primarily in Turkey and concerned the period from July 2011, when the Bribery Act 2010 came into force, to December 2017, when GVC sold its Turkish business. They involved alleged failures by a commercial organisation to prevent bribery under section 7 of that Act.
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HM Revenue and Customs investigated the conduct. The CPS was the prosecutor and negotiated the agreement with Entain. This distinction matters: the proceeding was not a Gambling Commission penalty for breaches of social-responsibility or anti-money-laundering licence conditions. It concerned corporate criminal liability and the statutory deferred prosecution process.
At a private hearing on 24 November 2023, the judge gave preliminary approval. The application for final approval was heard in public on 5 December. The judge published a summary of her reasons; publication of the detailed judgment and statement of facts was postponed. This account is confined to the published judicial reasons and agreement.
What the court had to decide
Schedule 17 to the Crime and Courts Act 2013 provides the framework for deferred prosecution agreements. At the preliminary stage, paragraph 7 required the court to consider whether an agreement was likely to be in the interests of justice and whether its proposed terms were fair, reasonable and proportionate. At final approval under paragraph 8, the court had to be satisfied that those requirements were met.
The issue was therefore whether this agreement was an appropriate response to serious alleged offending. Agreement between the prosecutor and the company did not itself supply the required judicial approval. The court had to assess the reasons for deferring prosecution and the terms imposed.
Why approval was justified
The seriousness of the conduct weighed in favour of prosecution. The published reasons identified factors considered by the CPS including serious harm, an established business practice, the scope of the conduct, failure to report and adverse effects on confidence in markets and governments. The judge nevertheless explained that seriousness alone was not decisive. The question was whether a deferred prosecution agreement served the interests of justice in all the circumstances.
Cooperation was central. Entain had not initially self-reported, but it had voluntarily produced substantial material and made significant admissions. The CPS regarded the extent of that assistance as comparable to self-reporting and described the cooperation as exemplary. The court also took account of commitments to provide continuing assistance.
The judge gave considerable weight to changes in management, business practices and compliance arrangements. Senior management had been replaced and the company had undertaken substantial remedial work. The CPS had assessed its ethics and compliance programme as robust and fit for purpose. On the material before her, the judge considered the risk of repetition remote.
Prosecution also threatened disproportionate consequences. A conviction could put operating licences at risk, particularly in the United States and other jurisdictions. That could affect employees, shareholders, pension-fund holders, contractual counterparties and suppliers. These consequences formed part of the assessment alongside cooperation, remediation and the substantial financial terms; they were not presented as an automatic exemption for a large employer.
The financial and continuing obligations
The £615 million total comprised a £465 million financial penalty, £120 million disgorgement of profits, £10 million in investigation and prosecution costs, and a £20 million charitable payment. Describing the entire amount as a fine would obscure these separate elements.
The judge approved an overall 50 per cent reduction in the financial penalty that would otherwise have been appropriate. She explained that this reflected exemplary cooperation and remediation, taking account of the purpose of the deferred prosecution scheme and the approach in earlier agreements.
The agreement ran for four years. It required ongoing cooperation, review and improvement of compliance procedures, and an external compliance review by PwC with its report shared with the CPS. It also included commitments concerning withdrawal from markets without gambling regulation, subject to specified arrangements for extensions. These were continuing obligations, not merely promises accompanying a financial payment.
The result and its limits
The judge found the agreement to be in the interests of justice and its terms fair, reasonable and proportionate. She consented to an indictment charging four offences under section 7 of the Bribery Act. The proceedings were then automatically suspended under Schedule 17.
Compliance would lead to discontinuance at the end of the agreement. Breach could lead to a court application and, if the agreement were terminated, revival of the prosecution. The agreement did not protect individuals from prosecution or give the company immunity for future criminal conduct.
This was the first deferred prosecution agreement entered into by the CPS, earlier agreements having involved the Serious Fraud Office. Its significance lies in the court’s assessment of cooperation and corporate reform against the seriousness of alleged wrongdoing. It does not establish that either cooperation or a change of management always entitles a company to avoid prosecution.
Sources: Court’s approved summary of judgment, paragraphs 1–21; published deferred prosecution agreement.
