Publication
Seatrium and Ultra Electronics
A new era for Deferred Prosecution Agreements – what do corporate entities need to know?
Seatrium and Ultra Electronics
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Publication
A new era for Deferred Prosecution Agreements – what do corporate entities need to know?
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On 24 April 2026, the Singapore High Court approved the Deferred Prosecution Agreement (DPA) signed by Seatrium Limited in relation to corruption offences in Brazil, marking the first time a DPA has been entered into since its introduction into the Singaporean prosecutorial toolbox in January 2018. On 1 May 2026, for the first time in five years, the UK’s Serious Fraud Office (SFO) announced that a DPA would mark the conclusion to its historic investigation into Ultra Electronics Holdings Ltd for an alleged failure to prevent bribery.
Taken together, these developments carry significant implications for corporate entities. They signal a growing appetite for negotiated solutions to corporate wrongdoing, and underscore the importance of proactive engagement with authorities, robust internal compliance frameworks, and strategic coordination across jurisdictions when misconduct spans legal systems.
In 2014, Brazilian federal prosecutors commenced Operation Car Wash, which began as an operation focusing on black market money dealers who used small businesses, such as car washes, to launder illicit funds. The prosecutors subsequently discovered a widespread network of illicit payments and bribery between state-owned enterprises, politicians, and corporate executives. Seatrium, a Singaporean-listed offshore and marine engineering company then trading as Sembcorp Marine, was implicated in Operation Car Wash for paying bribes to secure favourable contracts.
As a result, in 2024 the Monetary Authority of Singapore and Singapore’s Commercial Affairs Department commenced a joint investigation into Seatrium for offences under Singaporean securities laws.
On 30 July 2025, it was announced that Seatrium had signed a leniency agreement with Brazil’s public prosecutor and entered into a DPA with the Attorney-General’s Chambers (AGC), Singapore’s public prosecutor. Each required that Seatrium pay a financial penalty – for a total of US$168.4m to Brazilian authorities and US$110m to Singaporean authorities, with the AGC agreeing that up to US$53m of the payment to the Brazilian authorities would be credited against the Singaporean financial penalty.
However, under Singaporean law, the DPA between Seatrium and the AGC was subject to approval by the Singaporean High Court. For the first time in relation to a corporate entity, this approval has now been granted. The High Court's decision represents a watershed moment for Singapore's DPA regime. Singapore's willingness to approve a DPA for a major listed company signals a maturing of its corporate enforcement landscape and a recognition that negotiated resolutions can, where appropriate, serve the public interest more effectively than contested prosecutions.
Approved by the High Court on 1 May 2026, the SFO's DPA with Ultra Electronics Holdings Ltd (Ultra Electronics) - a British manufacturer of electronic systems for the defence and aerospace sector - is its first since 2021 and its most significant corporate bribery resolution for several years. The DPA relates to three counts of failing to prevent bribery under section 7 of the Bribery Act 2010, concerning conduct across two jurisdictions: an airport IT project in Oman and two public-sector projects in Algeria relating to IT, e-commerce and encryption infrastructure. The DPA requires Ultra Electronics to pay a financial penalty of £10.1m and the SFO’s costs of £4.8m within three years with annual compliance reporting to follow.
The road to resolution was far from straightforward. Ultra Electronics self-reported suspected corruption to the SFO in March 2018, triggering a formal investigation. DPA negotiations commenced in February 2021 but collapsed in November 2022 after Ultra Electronics disclosed, late in the process, historic conduct in Oman, which the SFO concluded had been wrongly assessed as not involving bribery in an earlier internal investigation. Ultra Electronics was acquired by Cobham Limited in August 2022, after which new ownership installed a new board and senior management, appointed new legal advisors and demonstrated what the SFO described as "exemplary" cooperation - including an extensive compliance remediation programme. As the judge observed when approving the DPA, Ultra Electronics’ pre-acquisition cooperation could not properly be described as truly "exemplary" given the late Oman disclosure, but the court nonetheless approved a 45% cooperation discount.
The relatively modest financial penalty is due to the underlying outcomes: the bid for the Algerian contracts was unsuccessful and the Oman contract was ultimately significantly loss-making, with Ultra Electronics recording a £31.8m loss through its joint venture share. Beyond the immediate figures, the case sends a clear signal that the SFO retains a strong appetite for corporate enforcement through DPAs and that failure to prevent bribery remains a high-risk exposure for corporates whose third-party procedures are not adequate.
The Singapore DPA regime was first introduced in January 2018 as part of a series of amendments to the Singapore Criminal Procedure Code. As with other DPA regimes around the world, the Singapore DPA regime allows prosecutors to enter into an agreement with a corporate entity for the latter to avoid prosecution if it complies with specific conditions set out in the DPA.
Both Singapore and the UK have DPA frameworks that share a number of foundational features. However, there are also differences between the two, impacting issues such as the offences which a DPA can apply to and what types of conditions or penalties a DPA can impose.
| Issue | Singapore regime | UK regime |
Legislative Framework
| The Criminal Justice Reform Act 2018 (the “CJRA”) s.35 introduced Singapore’s DPA regime, by enacting the relevant provisions as part of Singapore’s Criminal Procedure Code (the “Code”).
| The Crime and Courts Act 2013 (the “CCA”) Schedule 17 introduced the UK’s DPA regime, coming into effect from 2014.
|
Prosecuting Authority
| Attorney-General’s Chambers (Singapore’s public prosecutor).
| Serious Fraud Office and Crown Prosecution Service (CPS)
|
Eligible subjects
| Legal entities only, as DPAs cannot be entered into by individuals. (CJRA s.149D(1))
| Legal entities only, as DPAs cannot be entered into by individuals. (CCA Schedule 17, para 4(1))
|
Eligible offences
| DPAs are available for a specified list of offences relating to, for instance:
(Code, Sixth Schedule) | DPAs are available for a broader range of offences, including:
(CCA Schedule 17, Part 2) |
Available DPA conditions
| DPAs in Singapore can impose conditions including:
(Code section 149E(3)) | DPAs in the UK can impose conditions including:
(CCA Schedule 17, para 5(3))
|
Timing of judicial involvement
| Approval by the Singapore High Court is only required at conclusion of negotiations once DPA has been signed (Code section 149F(1)). However, the Court does have ongoing supervisory authority over amendments to the DPA (Code section 149H(2)).
| Implementation of a DPA in the UK is a two-stage process from a judicial perspective:
(CCA Schedule 17, paras 7-8) |
Standard of judicial approval
| The High Court can grant its approval where the DPA is “in the interests of justice”, and where its terms are “fair, reasonable, and proportionate” (Code section 149F(1)).
| At both stages of judicial oversight, the court is applying the same test (as in Singapore) e.g. whether the DPA is “in the interests of justice” and whether its terms are “fair, reasonable and proportionate”, (CCA Schedule 17, paras 7–8).
|
Consequences for breach
| High Court must terminate DPA if the AGC establishes, on the balance of probabilities, that the DPA has been breached (Code section 149G).
| Court may terminate DPA if the prosecutor establishes, on the balance of probabilities, that the DPA has been breached (Schedule 17, para 9).
|
Publication of DPA Guidance
| Singapore has adopted the view that it is not desirable to publish prosecutorial guidance.
| The CPS and SFO are required to jointly publish a Code on DPAs to provide guidance on their implementation e.g. principles / factors to be applied when implementing a DPA (CCA Schedule 17, section 6(1)). Additionally the SFO has published SFO Cooperation Guidance and SFO Guidance on Evaluating a Corporate Compliance Programme. |
Number of DPAs issued (to date)
| 1 (Seatrium).
| SFO: 13 (between 2015-2026, with Ultra Electronics being the most recent).
|
In comparison with the Singaporean and UK DPA regimes, the DPA system in the United States has been in place for a significantly longer period of time and is far more readily used1 by U.S. federal prosecutors to resolve criminal charges. U.S. DPAs are authorised under the Speedy Trial Act of 1974, which permits prosecution to be deferred pursuant to a written agreement with the defendant, with court approval, to allow the defendant to demonstrate “good conduct”, per the terms of the relevant DPA (pursuant to 18 U.S. Code § 3161). On this basis, the U.S. DOJ files formal criminal charges but agrees to defer prosecution, subject to conditions such as financial penalties, factual admissions, compliance reforms, and, in some cases, the appointment of an independent compliance monitor.
While the same conceptual underpinnings apply to all three DPA regimes, there are key differences between the U.S. DPA regime and Singapore and UK regimes. The U.S. DPA regime applies to individual defendants as well as entities. U.S. courts are also deferential to prosecutorial discretion in reviewing a DPA. For example, in overturning a lower court’s denial of a DPA arrangement in 20162, the U.S. Court of Appeals for the D.C. Circuit called it the executive branch’s “constitutionally rooted primacy over criminal charging decisions”. This is in contrast with the UK DPA regime, where the courts have oversight from the beginning of negotiations of a DPA. While the Singapore DPA legislative framework appears to be closer to the U.S. DPA framework in this regard (in that judicial oversight is applied after the DPA is negotiated), it remains to be seen how the Singapore courts will approach negotiated DPAs.
The near-simultaneous approval of the Seatrium DPA in Singapore and the announcement of the Ultra Electronics DPA in the UK does carry a number of important practical implications for corporate entities:
While these developments may indicate an increasing appetite for negotiated solutions, Singapore’s inaugural DPA has been eight years in the making and the Ultra Electronics DPA is the only one entered into by the SFO in almost five years. As such, it is yet to be seen whether this trend towards negotiated solutions will continue, and what the next era of prosecution for corporate wrongdoing will involve.
Footnotes:
1 While the US government does not publish a single comprehensive, publicly accessible count of all DPAs and NPAs entered into each year, academic sources indicate that at least 170 DPAs have been entered into since 2015. See for example data maintained by the Corporate Prosecution Registry | Browse, a joint project of the Legal Data Lab at the University of Virginia School of Law and Duke University School of Law.
2 United States v. Fokker Services B.V., No. 15-3016, 11 (D.C. Cir. 2016).
3 See Linklaters publication: Decisions, decisions and how to get a good night’s sleep. SFO publishes new guidance for corporates.
Partner, Asia Head of Litigation, Arbitration & Investigations, Singapore
Singapore
Litigation, Arbitration & Investigations Partner, Hong Kong SAR
Hong Kong SAR
Litigation, Arbitration & Investigations Managing Associate, Singapore
Singapore
Counsel, Litigation, Arbitration and Investigations
United Kingdom
Registered Foreign Lawyer (California (USA)), Hong Kong SAR
Hong Kong SAR