Güralp systems: can the SFO prosecute after failed convictions?

Companies can only commit crimes through the criminal acts and intent of individuals. Prior to the introduction of deferred prosecution agreements, this meant that on the rare occasions that a company was prosecuted alongside the individuals whose actions exposed it to criminal liability, a prosecutor would have to be satisfied that there was sufficient evidence before charges were brought, and having seen the evidence, the company would decide whether to plead guilty or take its chances at trial alongside the individuals. 

That changed with the introduction of deferred prosecution agreements. Pursuit of a DPA means a company instructs its own lawyers to investigate and share evidence with the prosecutor with a view to reaching an agreement about what happened. The benefits to the company include a speedier process and lower overall cost, avoiding disbarment from public contracts, and the likelihood of a more favourable narrative for stakeholders. 

However, we have seen time and again that resolution through agreement and resolution through trial results in very different outcomes, as evidenced by the almost non-existent conviction rate following DPAs. 

The case of Güralp Systems Limited (GSL) poses awkward questions about the interaction between DPAs and prosecution. Is it possible for a company to obtain the advantages of a DPA, but then rely on the subsequent acquittal of individuals to escape punishment? 

The GSL DPA

GSL designs and manufactures seismological instruments. On 22 October 2019, GSL entered a DPA with the SFO concerning two offences. A conspiracy to make corrupt payments, and failure to prevent bribery. 

The DPA instituted but then immediately suspended criminal proceedings against GSL and required it to (i) cooperate with the SFO’s investigation into individuals, (ii) disgorge just over £2m of profits, and (iii) review and maintain its compliance programme.

At the time the DPA was approved, the court was aware that GSL’s financial situation was such that it could not immediately pay the disgorgement sum, and that there was a chance that it may need to apply to vary the DPA. 

The DPA was to expire on 22 October 2024, but GSL failed to pay any of the disgorged profits to the SFO. On 21 November 2024, the SFO made an application to the Crown Court for a determination that GSL was in breach of the DPA. 

Breach application – jurisdiction 

GSL asserted that the court did not have jurisdiction to hear the application. It argued that the DPA had to be in force at the time of the application for the court to have jurisdiction, whereas the DPA said on its face that it expired on 22 October 2024. 

The court rejected GSL’s argument. GSL appealed to the High Court by way of case stated. 

On 13 January 2026 the High Court handed down its judgment. The court construed the DPA considering the statutory framework under which it had been negotiated and approved. It was an agreement that was intended to operate in the public interest. The court noted that GSL’s financial difficulties were reflected in the lengthy period it was given to pay the disgorgement sum, but it was clear in the judgment approving the DPA that if GSL did not pay by the expiry date, the parties and the court knew that the SFO could take steps to renew the criminal proceedings.