Ethical Risks In M&A Transactions

(This bulletin is a condensed English version of the article "Birleşmeler, Devralmalar ve Etik Riskler", published in INmagazine, a publication of Ethics and Reputation Society.)

The primary consequence of an M&A transaction is that the buyer becomes a "partner" to the target company's assets and liabilities. For this reason, before the share transfer is realized, the buyer's ability to foresee the risks that the buyer is undertaking is very important. The buyer can identify these by conducting a due diligence prior to negotiating the transaction documents (generally, a share purchase agreement and, if the seller will remain as a shareholder in the target company, a shareholders agreement). In recent years, buyers' due diligence exercises have expanded beyond general legal and financial due diligence, and cover compliance issues that are governed by the Foreign Corrupt Practices Act (the "FCPA") (a federal law of the USA). In this article, we will address the