Quick Resource Guide to Foreign Corrupt Practices Act for Turkish Companies

Introduction

This Guide summarizes the key considerations that Turkish entities and Turkish subsidiaries of U.S. entities face when dealing with the Foreign Corrupt Practice Act (“FCPA”). Turkish entities have faced steep penalties for violating the FCPA in the past, primarily because of compliance failures.[1] As with most extraterritorial US laws, “ignorance of the law is no excuse” and there is no doubt that entities must be prepared to detect, prevent, and remediate possible FCPA violations.

Fortunately, there are many ways to be prepared to comply with the FCPA, and when violations do occur there are potential affirmative defenses, mitigating factors and compliance updates that may avoid or decreased potential penalties.

This Guide is intended to raise awareness and emphasize the importance of establishing necessary compliance programs in line with the FCPA so that entities can detect and prevent corruption before it occurs. Increasing FCPA awareness and developing an understanding is the first step toward FCPA compliance and taking preventative actions against corruption.

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About the Authors

BRADLEY L. HENRY, Partner at M&R

Brad Henry is a partner in M&R’s New York office, Chair of the firm’s White Collar Defense and Investigations practice and a board-certified criminal trial specialist. He represents entities and individuals in criminal and regulatory litigation and government investigations, and internal investigations involving securities fraud, the Foreign Corrupt Practices Act, Bank Secrecy Act and money laundering offenses, public corruption, U.S. economic sanctions violations, corporate financial fraud, and theft of trade secrets. Brad has defended clients across industries, including banking and financial services, textiles, construction, mining, nuclear, tobacco, and manufacturing. Brad regularly represents clients in matters involving the Department of Justice (National Security Division, Computer Crime and Intellectual Property Section., Environment and Natural Resources Division), Securities and Exchange Commission, Commodity Futures Trading Commission, Office of Foreign Assets Control, and other federal, state and local agencies. Brad is a frequent legal commentator and speaker, providing his view on a range of white-collar and compliance topics, as well as U.S. economic sanctions, the Foreign Corrupt Practices Act, and cross-border investigations. In addition, Brad serves as a co-chair of the U.S. Chamber of Commerce’s U.S.-Turkey Business Council Ad Hoc Legal Working Group.

KEMAL ALTUĞ ÖZGÜN, Partner at CETINKAYA

Kemal Altuğ Özgün is a partner in CETINKAYA and a legal and compliance professional with more than 16 years’ experience. He started his career as a practicing lawyer then ontinued as in-house counsel in multinational organizations. He served as Legal Counsel and a Board member in Eastpharma (Deva Holding) then switched from pharma to medical devices in Beckman Coulter (a Danaher company) where he worked as Legal & Compliance Manager. Altuğ continued his career as Head of Legal & Compliance at Sandoz (a Novartis division) where he focused primarily on legal department mana gement building, and fostering the ethical culture and compliance program. Later he decided to concentrate more on compliance and worked as an Ethics & Compliance Director in Astellas Pharma; a Japanese R&D pharmaceutical company where he recently joined CETINKAYA from. His practice focuses on compliance, third party risk management, company law, labour law, healthcare regulations, anti-corruption law, employment law, white-collar crime, litigation, data privacy law, internal investigations and competition law matters. He is a graduate of Marmara University and holds an LL.M. from Marmara University European Union Law Institute. He is a member of the Istanbul Bar Association and a board member of the Ethics & Reputation Society, where he also lectures Turkey’s first and only "Ethics and Compliance Manager Certificate Program" for the seventh time, targeted to professionals from the Turkish business network.

MEHMET BAYSAN, Partner at M&R

Mehmet Baysan is a partner in M&R’s New York office, Chair of the firm's Cross-Border Litigation and Arbitration and is among a handful of U.S. trained, Turkish-speaking litigators in the United States. Mehmet represents entities, individuals, and sovereigns in cross border disputes and arbitrations, as well as in government investigations, internal investigations involving Foreign Corrupt Practices Act and export violations, and U.S. economic sanctions violations. Likewise, Mehmet is known for assisting foreign companies across industries—construction, infrastructure, energy, and textiles, to name a few—looking to enter the U.S. market and expand their global reach. Having been named a 2021 Northeast Trailblazer by the American Lawyer and selected as a “Rising Star” by SuperLawyers multiple times, Mehmet knows his way around a courtroom and has successfully acted on behalf of foreign and domestic clients in state, federal, and appellate court proceedings nationwide in disputes involving contracts, enforcement of arbitration awards, international law and sovereign immunity, and trade secret violations. On the global stage, Mehmet has represented clients before major international arbitral organizations, including the International Centre for Settlement of Investment Disputes (ICSID) and the International Court of Arbitration (ICC). Prior to joining M&R, Mehmet was a partner at a boutique law firm with an overseas presence, and before that he worked for an AmLaw100. He is a frequent presenter at seminars on U.S. and international law; a member of the Turkish Industry and Business Association (TUSIAD); a member of TEID; and serves as co-chair of the U.S. Chamber of Commerce’s U.S.-Turkey Business Council Ad Hoc Legal Working Group.

ORÇUN ÇETİNKAYA, Partner at CETINKAYA

Orçun Çetinkaya is a partner in CETINKAYA and specializes in crisis management, commercial litigation, financial crimes, and arbitration. He has extensive courtroom experience with a stand-out track record of succeeding for his clients in high-profile civil litigation arising out of substantial corporate and commercial issues as well as regulatory breaches and allegations of fraud in Turkey. Orçun has particular experience in a number of substantive areas. These include handling disputes related to joint ventures, mergers and acquisitions, shareholder actions and contractual claims, breach of contract claims and posttransaction proceedings, international trade, public international law as well as fraud and financial crimes. His dispute resolution experience involves commercial and investment arbitration too. He handles disputes under the rules of the International Chamber of Commerce (ICC), the London Court of International Arbitration (LCIA), the International Centre for Settlement of Investment Disputes (ICSID) and UNCITRAL. His arbitration practice often involves cases in connection with Turkish foreign investments in the region including Eastern Europe, Russia and the former CIS region, Middle East and North Africa. He also represents foreign clients in relation to enforcement of arbitral awards in Turkey. Orçun acts for international institutions, national governments, international companies and Turkish conglomerates. He frequently advises high-profile clients across a range of sectors, including, media, entertainment, construction, real estate, technology, financial services, insurance and reinsurance. For many years in a row, Orçun has been recognized as a leading practitioner by the respectful directories including Chambers & Partners, Legal500, Who’s Who Legal, Benchmark Litigation, Client Choice and Best Lawyers.

CHRISTINE CONNELL, Associate at M&R

Christine Connell is an associate in M&R’s New York office and a member of the firm’s White-Collar Defense & Investigations group. She represents individuals and entities in government and internal investigations, including those involving alleged Foreign Corrupt Practices Act (FCPA) violations, export violations (ITAR and EAR), and U.S. economic sanctions violations. A former associate at the largest law firm in the world, Christine brings extraordinary experience to bear in cases involving issues related to U.S. national security. Additionally, Christine is a certified public accountant (CPA), certified in financial forensics (CFF), and a certified fraud examiner (CFE). What makes Christine unique among her law firm peers is her work on the accounting side of government and white-collar investigations. In fact, she spent three years in PricewaterhouseCoopers’ US Forensic Services group, where she focused on investigations into potential FCPA violations and suspected accounting fraud. She also worked closely with PWC’s Corporate Intelligence team and Export Control Services group on a range of government contracts projects.

BURCU SEVEN, Associate at CETINKAYA

She advises local and global clients in regulatory compliance for their daily business needs. She conducts compliance monitoring and provides healthcare compliance support for a pharmaceutical company. Burcu also advises clients in export controls and economic sanctions. Burcu has experience advising clients in commercial and corporate matters, as well as representing clients before commercial, intellectual property, and consumer courts. Burcu Seven is an associate in CETINKAYA and specializes in a number of areas of law including compliance & business ethics, corporate and commercial law, data protection, competition law and anti-bribery & anti-corruption. She mainly works in compliance, monitoring, third-party risk management, contract management and provides legal consultancy for clients especially operating in healthcare & life sciences, technology and e-commerce sectors.

KATHLEEN HUNTER SHANNON, Associate at M&R

Prior to joining M&R, Kathleen was a Senior Advisor and Counselor in the Executive Office of the President of the United States and was responsible for legal compliance, policies and procedures, internal controls and investigations related to the operation and management of the Executive Office of the President. She also provided guidance and support to over 25 offices operating within the White House Complex. Before that, Kathleen served as Counsel for Senator Rob Portman on the U.S. Senate Homeland Security and Governmental Affairs Committee’s Permanent Subcommittee on Investigations, where she worked on oversight investigations involving both the government and the private sector. Kathleen also specialized in white-collar and governmental enforcement issues as a litigation associate for several years in the D.C. office of a top 10 international law firm. Kathleen Shannon is an associate in M&R’s New York City office and a member of the firm’s White-Collar Defense & Investigation group. In that capacity, she specializes in white-collar and government enforcement issues, including internal and governmental investigations and corporate compliance reviews for large corporate clients across numerous countries. She works on significant matters involving suspected violations of the Foreign Corrupt Practices Act, U.S. trade sanctions, and export controls.

EMRE DİRİK, Associate at CETINKAYA

Emre Dirik is an associate in CETINKAYA and practices in construction law, corporate & commercial law, litigation & dispute resolution, and compliance & business ethics. He also assists partners in advising national and international clients in the life sciences & healthcare industry. After graduating at the top of his class from Marmara University Faculty of Law, Emre began his career in a leading multinational pharmaceutical company’s in-house legal, compliance and internal audit department, where he served as legal & compliance counsel. Emre is highly skilled in drafting commercial contracts and was responsible for contract management across a wide range of departments. He also advised local and global businesses on various projects such as third-party risk management, due diligence and general business law.

AYŞE GÖNEN ANAELİ, Legal Trainee at CETINKAYA

Ayşe Gönen Anaeli is a legal trainee in CETINKAYA and works with local and international clients in the life sciences & healthcare, and media & entertainment industries, advising on corporate and contentious issues. She provides legal support to leading businesses in Turkey focusing on corporate, commercial, compliance & business ethics, dispute resolution, and intellectual property. Ayşe worked as an intern at two of Turkey’s leading law firms supporting senior team members in advising highly reputable Turkish companies in data protection compliance, and start-ups in corporate matters. She also has experience as a volunteer in a project focused on United Nations Sustainable Development Goals in Cairo, Egypt. Besides her legal experience she is a member of the Turkish Women’s International Network and the İstanbul Blockchain Women Association.

ECE MERT, Project Associate at CETINKAYA

Ece Mert focuses on ethics & compliance, labor law, data privacy, and human rights law. She works with local and international clients in the life sciences & healthcare, and media & entertainment industries, advising on corporate and contentious issues. She assists in the writing of analysis articles covering various areas of law such as compliance & business ethics, artificial intelligence, media & entertainment, and data privacy. Besides her legal work for Çetinkaya, Ece is responsible for internal training, and the organization of local and international events such as webinars and training. Her work also encompasses legal and compliance design, and Çetinkaya's social media management support. Previously, Ece worked as a Training Design Manager and a senior simulation facilitator for a consultancy company. During her work there, she provided training to local and foreign managers and integrated complex scenarios into the training she designed. Ece also has experience in creating interactive ethics and compliance scenarios for a training company and worked in social media management.