Individual liability for competition law breaches in the EU and UK

On 1 October 2026, EU Advocate General Maciej Szpunar concluded in a German reference to the European Court of Justice (the ECJ) (the Zapp case) that allowing companies to sue their officers to recover a competition law fine would be contrary to public policy and the objectives of Article 101 TFEU. It will be for the ECJ to decide whether to follow this opinion. 

In light of this opinion, our cross-border team takes stock and asks: what risks do individuals face for competition law infringements in the EU and UK?

Recovery of penalties from officers and employees: The EU position 

In July 2018, the German Federal Cartel Office fined stainless steel companies, Zapp Precision Metals GmbH and Zapp AG (together, Zapp) and their director the respective sums of EUR 4.1m and EUR 126,000 for participating in a price-fixing cartel in the stainless steel sector. Relying on duties of care imposed on directors by German company law, Zapp sought to recover the full fine and legal costs from the director. 

The Federal Court of Justice asked the ECJ whether Article 101 TFEU prevents such recovery. In his opinion, AG Szpunar concluded that “Article 101 TFEU must be interpreted as precluding an undertaking, on which a fine for infringement of that provision has been imposed, from seeking compensation from a member of its management body for the financial loss resulting exclusively from the payment of that fine.” The companies’ unlawful conduct had been established by the Federal Cartel Office, and a fine had been imposed.  Because an undertaking’s liability for an infringement is personal, such an undertaking is not entitled to seek compensation. In his view, allowing such recovery would weaken the effectiveness of Article 101 TFEU.

AG Szpunar noted that other enforcement routes against individuals remain: (i) national competition authorities (unlike the European Commission) may fine individuals directly (as indeed happened in the Zapp case); and (ii) undertakings may still be able to recover from managers any damages paid to third parties in private enforcement actions.

Recovery of penalties from officers and employees: The UK position

The position under English law has been relatively clear since the Court of Appeal’s 2010 ruling in Safeway Stores Limited & Others v Twigger & Others. Safeway, facing a penalty from the Office of Fair Trading for Competition Act 1998 infringements, sued its former directors and employees whose conduct had allegedly caused the infringement. The Court addressed the issue under the illegality principle, expressed by the maxim ex turpi causa non oritur actio – “no action arises from a wrongful act”. This principle prevents a claimant from recovering a loss flowing from its own illegal or quasi-criminal conduct. 

Foreshadowing AG Szpunar’s reasoning, the Court treated the penalty as a personal, primary and direct liability of the company, not a vicarious liability of its staff – so the penalty could not be passed on to its directors and employees.  The effect of Twigger and subsequent authorities, similar to the approach suggested by AG Szpunar, is that English law prevents companies from recovering competition law penalties from directors or employees.

Individual officers’ liability: The EU position

Although the European Commission cannot sanction natural persons, many national competition authorities can and do use these powers: both for substantive infringements and procedural breaches.  For instance, in Germany, senior individuals are regularly fined alongside their companies – as in the Zapp case itself. 

For procedural breaches, the European Commission again can fine only the undertaking, as demonstrated by its 2024 decision to fine International Flavours & Fragrances EUR 15.9m for a senior employee’s deletion of WhatsApp messages with a competitor during a dawn raid. Whether the undertaking can then recover such losses from the individual is a matter of national law, although courts would likely need to consider the ECJ’s forthcoming judgment in the Zapp case. 

By contrast, some Member States impose administrative or criminal sanctions for such breaches on individuals directly. In 2024, the Hellenic Competition Commission fined Motor Oil Hellas EUR 9.2m and an individual EUR 50,000 for obstructing an ex officio investigation. In Ireland, in DPP v Aston Carpets and Flooring Ltd and Brendan Smith [2018], a former director was fined EUR 45,000 (increased on appeal from EUR 7,500) for bid-rigging, received a suspended three-month sentence for attempting to delete evidence, and was disqualified as a director for five years. 

Individual officers’ liability: The UK position

Although companies cannot recover penalties from individuals, individuals can face direct liability – including criminal liability – in the UK.

Criminal cartel offence

Under section 188 of the Enterprise Act 2002, an individual is guilty of the criminal cartel offence if they agree with one or more others to make or carry out “hardcore” arrangements: price-fixing, limiting supply or production, sharing customers or markets, or bid-rigging.

Penalties include up to five years’ imprisonment and/or an unlimited fine. The criminal court may also make a director disqualification order (see below). Convictions have proven extremely difficult to secure: the most recent was in September 2017 when a director involved in a cartel in the supply of precast concrete drainage products pled guilty to the offence, with two other directors giving disqualification undertakings. Despite a decade without a successful conviction, the offence remains available as a tool for individual sanction.  

Penalties for frustrating investigations

Obstructing a CMA investigation can lead to individual fines and, in more serious cases, criminal liability under the Competition Act 1998 and Enterprise Act 2002. 

In September 2026, in its first fine of this kind against individuals, the CMA fined two individuals £25,000 in total and construction firm M&J £25,000 for hiding evidence during the dawn raid of M&J’s premises. In December 2024, during the CMA’s execution of a warrant against M&J Group, a company director told an office manager to remove a work mobile phone and paperwork from the premises. The director also falsely told CMA officers that he did not have a work phone. Although the items were returned later that day, the CMA said that even temporarily hiding evidence risked losing relevant information and wasted investigative time. 

Had the conduct occurred after the Digital Markets, Competition and Consumers Act 2024 (the DMCCA) took effect on 1 January 2025, M&J could have faced fines of up to 1% of annual global turnover, and/or 5% of daily global turnover. The maximum penalty for individuals (£30,000) is unchanged.

Director disqualification 

Under the Company Directors Disqualification Act 1986, the court must disqualify a director if that director’s company breached the Chapter I or Chapter II prohibition and the person is unfit to manage a company. The CMA or a specified regulator may instead accept an undertaking from the director. 

Nearly all disqualifications have been secured by the CMA through undertakings, and all appear to have arisen from breaches of the Chapter I prohibition. However, in July 2026, the CMA announced its intention to seek an order against a director in the Liothyronine tablets investigation into alleged excessive and unfair pricing under Chapter II. 

Concluding comments 

While UK and EU competition enforcement generally focuses on corporate liability, and directors are not typically “on the hook” to reimburse company fines, this does not mean individuals face no risk. Criminal prosecution, personal fines, and director disqualification remain live risks.

The best protection for both companies and individuals is to implement robust compliance procedures from the outset. Please do not hesitate to get in touch with our cross-border team to discuss further.

Thanks to Alfie Holder and Emily Scriven for their help drafting this article.