SEC v. Asante K. Berko, No. 1:20-cv-01789, Eastern District of New York (Apr. 13, 2020) — Complaint

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
________________________________________________

:
SECURITIES AND EXCHANGE COMMISSION, :
:
Plaintiff, :
:
v.
 :     Civil Action. No.
:
ASANTE K. BERKO, :      JURY TRIAL DEMANDED
:
Defendant. :
________________________________________________:
COMPLAINT
Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges the
following against defendant Asante K. Berko (“Berko” or the “Defendant”):
SUMMARY
1.Defendant Berko violated the Foreign Corrupt Practices Act of 1977 (“FCPA”), a
law that generally prohibits companies whose stock is publicly traded  in the United States, and
individuals associated with those companies, from paying bribes to foreign officials in order to
secure business in foreign countries.  Berko, a United States citizen, is a former executive of a
United Kingdom-based financial services company (the “Subsidiary”) that is a wholly-owned
subsidiary of a publicly traded bank holding company based in the United States (the “Holding
Company”).
2.Berko’s role at the Subsidiary was to develop investment banking business for
the Subsidiary and the Holding Company, which included identifying and arranging financing,
restructuring or merger transactions for clients, and assisting with the work necessary to
complete those transactions.

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3. From approximately 2015 through at least 2016 (the “relevant period”), while
employed at the Subsidiary, Berko schemed to bribe various government officials in the
Republic of Ghana (“Ghana”) so that a client of the Subsidiary, a Turkish Energy Company ( the
“Energy Company”), would win a contract (the “Power Purchase Agreement”) to build and
operate an electrical power plant in Ghana and sell the power to the Ghanaian government (the
“Power Plant Project” or “Project”).  To effect the corrupt scheme, Berko arranged for the
Energy Company to funnel between $3 million to $4.5 million to a Ghana-based company (the
“Intermediary Company”) to bribe various government officials responsible for approving the
Power Plant Project.  The Energy Company transferred at least $2.5 million of the planned $3
million to $4.5 million to the Intermediary Company, all or most of which was used to bribe
Ghanaian government officials.
4. Berko crafted, developed and carried out the bribery scheme with the knowledge,
or under circumstances that made it substantially certain, that all or a portion of the money paid
to the Intermediary Company would be paid as bribes to Ghanaian government officials to secure
support for the Power Plant Project.  Berko and the Energy Company timed the largest transfers
of funds to coincide with key milestones in the approval process of the Power Plant Project so
that funds would be available to bribe the corrupt officials who were in positions to help
accomplish those milestones.  For example:
a. On or about April 13, 2015, Berko learned that the Energy Company and the
Ministry of Power of Ghana (“Ministry of Power”) had reached an agreement in principle on the
terms of the Power Purchase Agreement.  By April 20, 2015, at the request of the Intermediary
Company, Berko and the Energy Company had arranged for the Energy Company to transfer
$500,000 to the Intermediary Company, which the Intermediary Company then used to bribe a

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senior Ghanaian government official (“Government Official 1”) who represented the Ministry of
Power during its negotiations with the Energy Company.
b. On May 11, 2015, the Energy Company and the Ministry of Power signed the
Power Purchase Agreement.   On May 19, 2015, the Intermediary Company sent an invoice to
the Energy Company for an additional $1.5 million in funds for the bribe scheme.  On May 22,
2015, the Energy Company transferred $1.5 million to the Intermediary Company, all or part of
which was to be used to bribe Ghanaian government officials.   Berko knew of this transfer at, or
soon after, the time of this transfer.
c. On July 17, 2015, the Ghanaian parliament ratified the Power Purchase
Agreement.  On July 20, 2015, the Intermediary Company requested, through Berko, that the
Energy Company send it another $1.5 million for its “next crucial steps.”  Those funds were to
be used to bribe Ghanaian government officials and to advance the bribery scheme.
d. On August 4, 2015, the Intermediary Company emailed another invoice to the
Energy Company, copying Berko,  for $250,000 for the bribery scheme.  On October 19, 2015,
the Energy Company transferred $250,000 to the bank account of an employee of the
Intermediary Company (“Intermediary Employee 1”) who was also part of the bribery scheme.
5. Berko also helped the Intermediary Company pay smaller bribes, totaling
approximately $210,000, to various other government officials involved in the Power Plant
Project.  These included bribes to a Ghanaian government official (“Government Official 2”)
who assisted Government Official 1 on the Project, employees at  the Ministry of Power who
provided confidential information to the Intermediary Company concerning the Project,
government engineers who assessed the Energy Company’s technology, and officials at other
government agencies who reviewed the Project.

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6. In addition to the bribes paid through the Intermediary Company, Berko
personally paid bribes to advance the corrupt scheme.  By August 2015, Berko had paid bribes of
at least $66,000 to members of the Ghanaian parliament and other government officials in his
effort to obtain approval for the Power Plant Project.
7. Berko sought to profit from the bribery scheme in two ways.  First, he knew the
Subsidiary would earn over $10 million in fees if the Energy Company secured the Power Plant
Project and the Subsidiary organized financing for it, which in turn would enhance Berko’s
performance and stature within the Subsidiary.  Second, by at least July 2015, Berko understood
that the Energy Company would secretly compensate him for arranging the bribe scheme.
Unbeknownst to the Subsidiary – and in violation of Berko’s employment agreement with the
Subsidiary – between September 2016 and February 2017, the Energy Company paid Berko $2
million for successfully coordinating the bribery scheme.
8. Berko took deliberate measures to prevent the Holding Company’s and the
Subsidiary’s compliance personnel from discovering his corrupt scheme.  First, Berko used his
personal email rather than his work email to arrange the bribery scheme in order to evade
detection.  Berko knew that Subsidiary and/or Holding Company compliance personnel could
review his work email as part of their periodic and/or project-related due diligence.  S econd,
Berko intentionally failed to correct a critical document – directed to the Holding Company –
that falsely stated that the Energy Company had not compensated any intermediaries or
politically exposed persons in connection with the Power Plant Project.
9. Despite Berko’s efforts to conceal his misconduct, the Holding Company required
additional due diligence to further assess the potential reputational risks associated with the
Project and to address other concerns.  As part of this diligence, during March 2016, compliance

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personnel at the Subsidiary reviewed Berko’s emails and discovered the involvement of the
Intermediary Company.  After interviewing Berko about the Intermediary Company, they began
to investigate the matter further.
10. During approximately May through June 2016, and as part of their further
investigation, Subsidiary personnel questioned the Energy Company’s executives about the
Intermediary Company’s role in the Power Plant Project.  The Energy Company’s executives
provided incomplete and inaccurate information to the Subsidiary personnel’s questions and
failed to disclose that the Intermediary Company’s true purpose was to facilitate the bribery
scheme.   When Subsidiary personnel continued to probe the role of the Intermediary Company
in the transaction, the Energy Company’s executives refused to answer any more questions on
the topic.  As a result of information obtained during this further investigation, by August 2016,
the Subsidiary terminated its involvement in the Project.
11. Between September 2016 and February 2017, the Energy Company paid Berko $2
million for his effort in facilitating the bribery scheme.  On or about December 7, 2016, Berko
tendered his resignation to the Subsidiary, which became final on or about March 6, 2017.
Following his departure from the Subsidiary, Berko began providing consulting services for the
Energy Company.
AUTHORITY, JURISDICTION AND VENUE
12. The Commission brings this action pursuant to enforcement authority conferred
by Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§78u(d) (1)].  The Commission seeks imposition of a civil penalty against Berko pursuant to
Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)].
13. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e) and

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27 of the Exchange Act [15 U.S.C. §§78u(d)  , 78u(e) and 78aa].
14. Venue is appropriate in this Court under Section 27 of the Exchange Act [15
U.S.C. §§78aa] because certain acts or transactions constituting the violations of the federal
securities laws detailed herein occurred in this district, including travel through the district and
the transmission of electronic messages in connection with those violations.
15. Berko directly or indirectly made use of the means and instrumentalities of United
States interstate commerce in connection with the acts, practices, and courses of business alleged
herein, including electronic messaging systems based in the United States.  Among other things,
while in New York, Berko communicated, using a United States-based email account and email
service provider, with employees of the Intermediary Company in order to advance the bribery
scheme described herein.  Berko also arranged for, perpetrated and participated in the bribery
scheme with the understanding that documentation relating to the Power Plant Project would be
sent, through the instrumentalities of interstate commerce in this district, to New York-based
members of a Committee of the Holding Company.  Berko also travelled to and from London
and other international venues t hrough airports in this district in furtherance of the scheme
detailed herein.  Berko further knew, or was reckless in not knowing, that funds would be
transferred through wire communications through this district to banks in New York and then to
individuals and entities in Ghana to facilitate the bribe scheme and helped arrange some of those
fund transfers.
DEFENDANT
16. Asante K. Berko, age 46, is a dual United States and Ghanaian citizen who
currently resides in Ghana.  During the period from approximately July 2014 until his resignation
in approximately December 2016, Berko was an executive in the Subsidiary’s investment banking

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division with responsibility for developing business in Africa.
RELATED ENTITIES AND INDIVIDUALS
17. “Holding Company” is a bank holding company incorporated in Delaware with its
primary place of business in New York.  Its common stock is registered with the Securities and
Exchange Commission pursuant to Section 12(b) of the Exchange Act.  At all relevant times, the
Holding Company carried out its global operations through numerous consolidated and
controlled subsidiaries.  The Holding Company managed its subsidiaries through various
committees comprised of senior members of these subsidiaries, including such persons based in
New York.  The subsidiaries through which the Holding Company conducted business were
established for various legal and administrative purposes and were not operated as independent
businesses.
18. “Subsidiary” is a United Kingdom-based subsidiary of the Holding Company
through which the Holding Company provided broker dealer, investment banking and other
financial services for its clients in Europe, Asia, and the Middle East and Africa.  The senior
members of the Subsidiary served on committees of the Holding Company, and at least one
senior executive of the Subsidiary was an officer of the Holding Company.  The financial
statements (including the related books, records, and accounts) of the Subsidiary were
consolidated with the financial statements of the Holding Company.  From approximately 2012
to 2018, the Subsidiary owned a portion of the Energy Company.
19. “Subsidiary MD” was a managing director at the Subsidiary who supervised
Berko on the Power Plant Project.
20. “Subsidiary Deal Team” or “Deal Team” was a team of Subsidiary employees,
including Berko, who were responsible for assisting the Energy Company in the Power Plant

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Project.
21. “Energy Company” is a Turkish energy company publicly traded on the Istanbul
stock exchange.
22. “Energy Company CEO” is a Turkish citizen who was the chief executive officer
of the Energy Company.
23. “Energy Company CFO” is a Turkish citizen who was the chief financial officer
of the Energy Company.
24. “Intermediary Company” is a privately owned Ghanaian company that purports to
provide consulting and other services for energy development projects in Ghana.
25. “Intermediary Senior Executive” is a Ghanaian citizen and a senior executive of
the Intermediary Company.
26. “Intermediary Executive” is a Ghanaian citizen and an executive officer of the
Intermediary Company who reported to the Intermediary Senior Executive.
27. “Intermediary Employee 1” is a Ghanaian citizen and an employee of the
Intermediary Company who reported to the Intermediary Senior Executive and the Intermediary
Executive.
28. “Politically Exposed Person” or “PEP” may be a controlling person of the
Intermediary Company who was an immediate family member of one of the most senior officials
of Ghana at the time.
29. “Government Official 1” is a high-ranking government official in Ghana who had
the ability to influence the award of the Power Plant Project to the Energy Company and who,
along with Government Official 2, participated in an intra-governmental agency group to assess
the appropriate fee, or tariffs, to be paid to energy companies in connection with power plant

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projects in Ghana.
30. “Government Official 2” is a government official in Ghana who assisted
Government Official 1 for the Power Plant Project.
FACTUAL ALLEGATIONS
The Subsidiary was an Agent of the Holding Company

31. During the relevant period, the Holding Company controlled and directed the
Subsidiary, which acted as its agent, both generally and specifically for the Power Plant Project.
The Holding Company primarily conducted business through nine revenue producing operating
entities (i.e. bank, broker-dealer, and investment adviser subsidiaries), including the Subsidiary,
and nine service entities (i.e., funding, staffing and physical asset service subsidiaries).  The
Holding Company’s revenue-producing entities
 further divided their business into four segments:
the Investment Banking Division, Institutional Client Services, Investing and Lending, and
Investment Management.  Aside from these revenue-producing units, the Holding Company and
its subsidiaries had staff in independent control and support functions, including legal and
compliance functions, that worked together to manage risk for the two entities.
32. The Holding Company funded dividend payments on its securities, and payments
on its obligations, including debt obligations, from the dividends, distributions and other
payments (e.g., payments on intercompany loans) it received from revenues generated by its
subsidiaries, including the Subsidiary.  Individual subsidiaries, including the Subsidiary, also
relied upon funding from the Holding Company.
33. The Holding Company also consolidated financial information across its
subsidiaries as a whole for its annual 10-K filings, presenting the group as a unified enterprise,
both for these filings and for branding purposes.  Further, the Holding Company provided high-

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level operational oversight and set firm-wide policies, including legal and compliance policies.
Individual subsidiary operating entities also provided various services to one another.  And as of
the end of 2016, the Subsidiary was the second largest subsidiary of the Holding Company,
accounting for up to 20% of firm-wide net revenue and 12% of total staff.
34.  At least one person was an officer of both the Holding Company and the
Subsidiary.  And, the most senior managers of the Subsidiary were members of committees of
the Holding Company that reviewed, authorized and approved nearly all significant transactions
for the consolidated subsidiaries.  As a result, during the relevant period the Subsidiary acted as
an agent of the Holding Company, both generally and specifically for investment banking
transactions related to Africa.
Berko was an Agent and/or an Employee of the Holding Company

35.  Berko acted as an employee and/or agent of the Holding Company for the Power
Plant Project through his employment, duties and responsibilities.
36. Through onboarding and training programs, Berko understood that he was subject
to the policies of the Holding Company, including but not limited to its anti-bribery and anti-
corruption policies.
37. The Holding Company directed and controlled Berko for both his general work
activities and specifically for his work on the Power Plant Project.  The Holding Company
conducted its Africa-based investment banking business through the Subsidiary but retained
control over all significant transactions.
38. Committees of the Holding Company, which included senior officers and
employees based in New York, managed risk for the Subsidiary’s transactions (including the
Power Plant Transaction) by, among other things, conducting interim and final reviews of those

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transactions.
39. Berko in turn directed his actions towards the New York-based Holding Company.
He helped create a memorandum concerning the Power Plant Project that he knew would be, and
in fact was, provided to New York-based members of a committee of the Holding Company for
their review.  Accordingly, Berko and the Holding Company understood that Berko acted on
behalf of and for the benefit of the Holding Company while participating in the Power Plant
Transaction.  As a result, Berko was an agent and/or an employee of the Holding Company and
was subject to its direction and control.
Berko Engaged the Intermediary Company for the Power Plant Project

40. During 2013, Ghana began experiencing severe power shortages.  As a result, the
government of Ghana prioritized energy development, including by fast-tracking large power
projects.
41. In or about July 2014, the Subsidiary hired Berko, who had previously worked on
investment banking projects in Africa, to develop its business in Ghana and Africa.
42. During November 2014, the Subsidiary MD approached Berko, the resident
Ghana specialist, about opportunities to win business in Ghana’s energy sector.  The Subsidiary
MD advised Berko that a longtime client of the Subsidiary, the Turkish Energy Company, was
interested in building and operating an electrical power plant in Ghana and selling the power to
the Ghanaian government.  The Subsidiary MD and Berko planned for the Subsidiary to advise
and arrange financing for the Energy Company if the Energy Company w as able to close such a
deal.
43. Within that same month, Berko met with the Intermediary Executive and enlisted
the Intermediary Company – which purported to provide consulting services for energy projects

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– to assist him with the possible power plant project.
44. Based on prior interactions, Berko knew that the most senior employees of the
Intermediary Company, the Intermediary Executive and the Intermediary Senior Executive
(collectively, the “Intermediary Company Executives”), had contacts within the highest levels of
the government of Ghana.
45. Through previous business dealings and communications with the Intermediary
Company Executives, Berko knew that the Intermediary Company’s close connections to the
government included the PEP.  And, by virtue of his joint communications with the PEP, the
Intermediary Company Executive and the Energy Company Executives, Berko knew, or was
reckless in not knowing, that the PEP was closely associated with the Intermediary Company.
46. In early December 2014, Berko arranged for senior executives of the Energy
Company – including its CEO, chairman of the board, and another board member – to meet with
the Intermediary Executive and senior Ghanaian government officials to discuss a possible
Power Plant Project between the Energy Company and the government of Ghana.  Berko also
attempted to arrange for a meeting with the then President of Ghana, noting that he was
“[w]orking with [the President’s] Advisors (also [the PEP]) to confirm timing.”
47. On December 9, 2014, Berko flew into an airport in this district on his way to
Ghana.  While in New York on or about December 10, 2014, Berko worked with Subsidiary
employees and the Intermediary Executive to assist the Energy Company executives to obtain
the needed visas for a trip to Ghana to attend the planned meetings with government officials.
48. On December 18, 2014, the Energy Company executives and Berko met with
senior government officials about the Energy Company’s proposed Power Plant Project.  Berko
also discussed the Energy Company’s proposed Project with the PEP who advised that “it will be

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good for [the Energy Company] to carry on with its plan [for a power plant].”
49. On January 4, 2015, Berko, the Subsidiary MD, the Intermediary Senior
Executive, the PEP, as well as the CEO of the Energy Company and other Energy Company
executives met with the Minister of Power and other Ghanaian government officials at the home
of the Chairman of the Energy Company in Turkey to discuss the Power Plant Project.  On
January 5, 2015, an Energy Company executive emailed Berko a draft proposal for the Power
Plant Project.  On January 8, 2015, the Subsidiary MD emailed Berko stating that “[the PEP] and
[the Intermediary Senior Executive] will mark up the proposal in a way that will work for them.
I will then get the [Energy Company] guys to agree.”
50. On January 13, 2015, the Intermediary Executive emailed Berko, the Intermediary
Senior Executive, and the PEP a draft of a letter for the Energy Company in which he proposed
that the Intermediary Company and the Energy Company become partners in the Power Plant
Project.  Among other things, this draft letter highlighted the close relationship between the
Intermediary Company and the various government agencies that would be involved in the
Power Plant Project.
51. On February 3, 2015, the Minister of Power, through the Intermediary Company,
sent a letter to the Energy Company that formally invited it to submit a proposal for the Power
Plant Project.  On February 10 and 11, 2015, Berko, the Intermediary Company Executives, and
an Energy Company board member met with government officials in Ghana, including
Government Official 1, to begin the negotiations for the Power Plant Project.
52. On February 13, 2015, the Intermediary Executive emailed Berko a letter,
addressed to the Energy Company, to confirm that the Intermediary Company “will be prepared
to partner with [the Energy Company] to provide 200MW power to the Ghanaian grid system,”

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and attached a list of the Intermediary Company’s proposed duties that included obtaining all
governmental permits relating to the plant.
53. By March 2015, the Subsidiary had staffed a Deal Team consisting of Berko, the
Subsidiary MD, and four other Subsidiary employees to assist the Energy Company with
developing and financing the Power Plant Project.  Berko, as the Subsidiary’s specialist in
Ghana, was the primary Subsidiary employee tasked with assisting the Energy Company in its
negotiations with the government of Ghana.  Berko was the only Subsidiary employee who spent
significant time in Ghana or had any substantial interactions with Ghanaian government officials
in connection with the Power Plant Project.
54. From March 2015 through at least July 2015, the Energy Company CEO and the
Energy Company CFO (collectively, the “Energy Company Executives”), assisted by the
Intermediary Company Executives, the PEP, and Berko engaged with the Ghanaian government,
including Government Official 1, in negotiating the terms of the Power Purchase Agreement and
obtaining approval for the Power Plant Project.  For example:
a. During early April 2015, the Intermediary Company Executives and Berko
advised the Energy Company Executives on its negotiations with the Government concerning the
electricity tariff ( i.e., the fee to be charged to the government for the sale of the electrical power).
The Intermediary Executive and Berko liaised with government officials, including Government
Official 1, on this issue.
b. On April 17, 2015, the Energy Company CFO emailed Berko concerning, among
other things, an issue with the electricity tariff, but added that he “think[s] [Government Official
1] will deal with it.”   The CFO later noted that “[we] will discuss the way [forward] . . . you may

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want to discuss these [outstanding issues] with [the Intermediary Senior Executive] and [the
PEP] . . .”
c. On April 29, 2015, Government Official 1 emailed Berko, the Energy Company
Executives, the Intermediary Executive, and others about proposed changes to the Power
Purchase Agreement.  In response, Berko emailed the Energy Company CEO:  “Reply to the
[Minister of Power] and [government official] and [Intermediary Senior Executive].  I will
suggest we keep [Government Official 1] off.  [The Intermediary Executive] will take a copy to
the President [of Ghana] immediately.”
d. On April 29, 2015, the Intermediary Executive emailed the Energy Company
Executives, Berko and others stating: “We have negotiated the attached [Power Purchase
Agreement] as best we can. . . . I need an email no later than 10 a.m. my time giving me the final
proposal from [the Energy Company].”  In response, the Energy Company CFO stated:  “The
decision will be given during the meeting with the Minister [of Power] in Dubai together with
[the Intermediary Senior Executive] and [the PEP].”
e. On May 2, 2015, Government Official 1 emailed the Energy Company
Executives, the Intermediary Executive, Berko and others of additional concerns with the Power
Plant Project.   The Energy Company CEO responded that Government Official 1 “continues to
create problems” and “should be taken out of the process.”  The Energy Company CFO replied
that “it may not be possible to remove him,” adding that the Energy Company, the PEP, and the
Intermediary Executive should meet with Minister of Power to discuss any issues.
f. On May 4, 2015, an Energy Company executive sent Berko and the Intermediary
Executive a list of equipment for the Power Plant Project, copying the Energy Company CFO.

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On May 6, 2015, the Intermediary Executive forwarded the email to Government Official 2,
adding that he would “come by [to] see you tomorrow.”
Berko Arranges the Bribery Scheme

55. While involved in these negotiations, and without informing the Subsidiary or the
Holding Company, Berko arranged for the Energy Company to funnel money to the Intermediary
Company to be used to bribe government officials, including Government Official 1 and
Government Official 2, to win approval for the Power Plant Project.  The central conspirators in
the bribery scheme were Berko, the Intermediary Company Executives, the PEP, and the Energy
Company Executives.
56. From at least April 2015 through at least August 2015, Berko, the Intermediary
Company Executives, the PEP, and the Energy Company Executives planned, implemented and
executed the scheme to bribe government officials.  Under the planned scheme, the Energy
Company Executives agreed to funnel money to an entity controlled by the Intermediary
Company for Berko, the Intermediary Company Executives and/or the PEP to use to bribe key
government officials responsible for approving the Power Plant Project.  And in some instances,
Berko and the Intermediary Executive used their own funds to bribe government officials and
then sought reimbursement from the Energy Company.
57. The Energy Company Executives agreed to transfer large blocks of funds at or
close to when the government had agreed to significant milestones in the Power Plant Project.
These milestones would occur when the Ministry of Power signed the Power Purchase
Agreement; when parliament ratified the Power Purchase Agreement; and when the government
provided financing (via a government-backed Letter of Credit) for the Power Plant Project.
Berko, the Intermediary Company Executives, and/or the PEP would then use the transferred

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funds to bribe the government officials who had corruptly helped them achieve these milestones.
58. Emails among Berko, the Intermediary Company Executives, the Energy
Company Executives and the PEP discussed in detail how the corrupt scheme worked.  For
example, on or about April 13, 2015, the Energy Company and the Ministry of Power reached an
agreement in principle for the terms of the Power Purchase Agreement.   Almost immediately,
Berko, the Energy Company Executives and the Intermediary Company Executives began
arranging the initial fund transfer for the bribery scheme:
a. On April 14, 2015, the Intermediary Senior Executive emailed Berko an invoice
for $500,000 owed by the Energy Company, along with a schedule for funding the bribery
scheme:  $1.5 million when the parties signed the Power Purchase Agreement; $1.5 million when
the Energy Company received a Letter of Credit from the government; and $1.5 million when the
power plant began operations.  The invoice contained specific instructions for the funds to be
wired to the Ghana account of a shell company controlled by the Intermediary, via a New York
correspondent bank.
b. On April 18, 2015, the Energy Company CFO updated Berko and the
Intermediary Executive on the negotiations with the government:  “Hopefully once we have the
green light tomorrow, we’ll send the contract for [the power plant] with all changes.”  He added:
“[We are] planning to come on Monday with an extended team to have meetings [with the
Government Electricity Company] on Tuesday.”
c. On April 19, 2015, the Intermediary Executive again urged Berko and the Energy
Company CEO for the $500,000 in bribe money because “the intended recipient” - [Government
Official 1] – “is on my case.”   The Intermediary Executive added:  “I am going to part with
[$250,000] to [Government Official 1] on the basis that I will receive the same in due course.

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This will represent part payment to him as discussed.”   The Intermediary Executive then pressed
“to have the [$1.5 million] also here in Ghana no later than end of this week or early part of the
following [week]” because “[a]s agreed, certain payments will be made on signing [of the Power
Purchase Agreement] and I believe all will be covered if you follow the above guidelines.”
d. The Energy Company CFO quickly agreed to the initial $500,000 fund transfer
for Government Official 1, but expressed some confusion on the schedule.  Responding to the
Intermediary Executive and Berko, he stated:  “I have an invoice for $500k.  That’s what you are
referring to right, to be paid within this week?  Then . . . [$1 million] at signing [the Power
Purchase Agreement] and [$1.5 million] at [the signing of the Letter of Credit from the
government].”  He then voiced concern about the lack of information from Government Official
1: “Why is there no news from [Government Official 1] [about the] extension and meeting on
Tuesday, any news you can share?”
e. Replying to the Energy Company CFO and Berko that same day, the Intermediary
Executive again emphasized the necessity for the bribe money:  “Please proceed as I stated
earlier.  It is in all our interest to make the necessaries [sic] are done now.  [$500,000] now!!!”
He then reiterated the proposed schedule:  “[$1 million] on signing [the Power Purchase
Agreement] and $1.5 million on [signing the Letter of Credit].  As stated, I am getting concerned
with [Government Official 1] and his resistance.  I’ve decided to sort him out this week
following recent developments and would advise that you have the same ready for me
immediately upon signature.”
f. On Monday, April 20, 2015, the Energy Company’s CFO responded, copying
Berko:  “Money is ready, [but the Energy Company CEO] wants to talk to [the Intermediary
Senior Executive] and [the PEP].”  Shortly thereafter, he again emailed the Intermediary

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Executive and Berko to confirm the bribes:  “[$500,000] is coming today or tomorrow. [Please]
pay [Government Official 1].  Let’s do the meeting on Tuesday and agree on 370 and the rest.
Send [the] contract to [government official] and prepare for signing before Friday.”
59. On May 12, 2015, the Energy Company and the Ministry of Power signed the
Power Purchase Agreement, triggering another milestone payment.  Berko, the Intermediary
Executive, and the Energy Company Executives almost immediately arranged the next tranche of
funding for the bribe scheme:
a. On May 12, 2015, the Intermediary Senior Executive emailed the Intermediary
Executive an invoice for the Energy Company to provide an additional $1.5 million of funding
that was intended to be used to further the bribery scheme.
b. On May 19, 2015, the Intermediary Executive forwarded the invoice for $1.5
million to the Energy Company CEO for payment.  When, or soon after, this invoice was sent,
Berko also knew, or was reckless in not knowing, that the funds requested by the Intermediary
Company were to be used to bribe government officials to approve the Power Plant Project.
c. On May 22, 2015, the Energy Company wired $1.5 million to the Intermediary
Company.  These funds were wired from the Energy Company’s bank account in Turkey,
through a New York-based correspondent bank, to a shell company bank account in Ghana under
the control of the Intermediary Company.  On May 26, 2015, the Energy Company CEO emailed
the Intermediary Executive a copy of a bank document confirming the payment.  At or soon after
the time of this payment, Berko knew that it had been made.
d. On May 28, 2015, the PEP received $30,000 from the same bank account into
which the Energy Company had transferred the $1.5 million and which the Intermediary
Company used to facilitate the bribery scheme.

20

e. On June 11, 2015, Berko received $75,000 from the same bank account into
which the Energy Company transferred the $1.5 million and which the Intermediary Company
used to facilitate the bribery scheme.
60. On July 15, 2015, Berko emailed Intermediary Employee 1 his bank account
information along with fund transfer instructions so that the Intermediary Company could wire
him funds for the bribery scheme.  Berko’s fund transfer instructions specified that funds should
be routed through a New York-based correspondent bank to Berko’s account at a bank in Ghana.
61. On July 17, 2015, the Ghanaian parliament ratified the Power Purchase
Agreement, another of the milestones that triggered additional funding for the bribery scheme.
That same day, Intermediary Employee 1 forwarded Berko’s bank account information and fund
transfer instructions to the Intermediary Executive with the note: “[Berko] payments $33,800.”
Berko planned to use these funds to bribe (or to reimburse himself for bribes already made to)
government officials, including members of parliament, to advance the Power Plant Project.
62. On July 20, 2015, the Senior Intermediary Executive emailed the Intermediary
Executive and Berko apprising them on the progress of their corrupt scheme:  “Just a quick
update from my side and anything we can do to get some of the outstanding deliverables
happening . . . . Caught up with [Government Official 1] and I think we are aligned on how to
proceed.  He claims to have resolved the [Government Utility Company] issue so no problem
from there and I agreed with him to do the needful for the boys there . . . .  I presume
[Government Official 2] will do most of the required memo’s [sic] to get things moving.”  He
then noted that “[the Intermediary Company is] due to issue a milestone invoice on
parliamentary ratification” as “Funds [were] urgently required for next crucial steps.”
63. At that point, a dispute arose between Berko and the Intermediary Senior

21

Executive concerning the amount of funding the Energy Company was obligated to provide to
the Intermediary Company.  In particular, the Intermediary Senior Executive claimed that the
Energy Company had agreed to fund $5 million for the bribery scheme and demanded a $1.5
million “milestone payment” of that agreed amount.  Berko, however, maintained that the
Energy Company had only agreed to fund a total of $3 million, and that no more funds were due.
Email communications on July 20, 2015 documented this dispute:
a. Berko, who was then in New York, promptly responded to the Intermediary
Senior Executive’s July 20, 2015 email requesting a $1.5 million milestone payment.  First,
Berko stated that “a deal will be reached as [the Energy Company] is not in a position to renege
as long as I am working on the project,” adding that “we need to also agree my split vis a vis [the
Intermediary Company].”  Then Berko asserted that all milestone payments due had already been
paid:  “With regards to invoices there is not one that can be raised at this stage . . . . Based on the
schedule [$1 million] was for signing and [$1 million] was for parliamentary approval . . . and
last will be based on [the receipt of the Letter of Credit].”
b. The Intermediary Senior Executive continued to demand the additional payment.
Later that day, he emailed Berko: “[The] deal is for [$5 million] and hence the historical
[$500,000] + [$1.5 million] and not [$1 million] + [$1 million] . . . . [Therefore] there is [$1.5
million] due now (parliament) and another [$1.5 million for the Letter of Credit].”  Berko again
disputed the amounts owed:  “As far as I was concerned [the Energy Company] did not agree to
5 million and they are also saying the same thing.  I will chalk down to misunderstanding rather
than a devious attempt to screw anyone out of cash.  I am doing my best to manage a relationship
that will pay everyone millions of dollars and I hope it is appreciated as [it] is not easy to get
counterparts that will pay out 2 million without a transaction closing.”

22

c. Berko knew, or was reckless in not knowing, that the funds discussed in these
email communications were to be used to bribe government officials and/or otherwise facilitate
the bribe scheme.
64. Berko, the Intermediary Company Executives, and the Energy Company
Executives continued to advance their corrupt bribery scheme – often by email – through August
2016.  For example:
a. On August 4, 2015, the Intermediary Executive emailed the Energy Company
CEO requesting another $250,000.  The Intermediary Executive implied that he intended to use
all or part of this money to bribe Government Official 1, whom he noted “is also waiting for the
‘holy rain’ and would appreciate it sooner rather than later.”  The Intermediary Executive then
forwarded this email to Berko, who responded:  “Reply and copy me in saying adding Asante
[Berko].  Gmail only!”  Berko’s instruction to use his personal email (Gmail) only served to
remind his colleagues that his work email was monitored by his firm’s compliance department.
b. On August 5, 2015, the Energy Company CEO replied to Berko and the
Intermediary Executive and disputed the payment because “we have discussed but never agreed
on the issue” and they need “to delay this topic until finalization of our agreement.”
c. On August 17, 2015, the Intermediary Executive again forwarded to the Energy
Company CEO his August 4, 2015 email requesting the $250,000 in bribe money, stating:
“Please find as discussed.”  The Energy Company CEO answered, copying Berko, “asking for
details of this request” and that he “would check it with [the Energy Company CFO].”
d. On October 19, 2015 the Energy Company transferred $250,000 to the
Intermediary Company.  The Energy Company wired the funds from its bank account in Turkey,
through a New York-based correspondent bank, to the bank account of Intermediary Employee

23

1.  A copy of the bank transfer information was contemporaneously emailed to the Intermediary
Executive.
65. In addition to the payments detailed above, Berko and the Intermediary Executive
also bribed Government Official 2, various members of the Ghanaian parliament, as well as
several other government officials whose assistance they needed to win approval for the Power
Plant Project.  Berko, the Intermediary Executive, and the Energy Company CEO discussed
these bribes in a series of emails sent between August 28, 2015 and September 2, 2015.
66. For example, on August 28, 2015, the Intermediary Executive invoiced the
Energy Company Executives $210,000 for “substantial payments made” in furtherance of the
bribery scheme and asked that they “kindly perform your magic.”  These payments included:
a.  a $10,000 payment to Government Official 2;
b. three payments of $20,000 each ($60,000 in total) to various employees at the Ministry
of Power, the Government Utility Company, and the Government Power Grid Company;
c.  $25,000 to the “power team” (i.e., employees of various government agencies
responsible for power related projects);
d.  $30,000 for members of the Ghanaian parliament;
e.  $35,000 for Berko; and
f.  $45,000 for employees of various government agencies that visited Turkey to assess
the Power Plant Project.
67. On September 1, 2015, the Energy Company CEO replied, copying Berko,
approving the payments for Government Official 2 and Berko and rejecting others before
offering $105,000 to “conclude all outstanding payments.”  The Intermediary Executive then
proceeded to justify the original invoice:

24

a. “[Government Utility Company employees] have so far received 120K, 100K
from u and 20K from Asante [Berko].  Each inspector that visited Turkey was given 5K on top
of the flight and accommodation.  Total expenditure was over 45K.”
b. “The [Ministry of Power] girls have been promised 30K in total . . . That’s 10k
each when we get [the Letter of Credit].  They have received 20k so far.  These ladies are most
vital to our communication and information acquisition.”
c. “Parliament was all paid by Asante [Berko].  He actually added another 10k on
his last visit as he had promised this to the guys.  The whole 30k requested is due him.  I know
he paid more than that. (Approximately 46k that I know of!).”
d. “The power team was very receptive after I started agreeing payments with them.
The payments were staggered and settled fully when we had a contract agreed.  They were 8 in
all ... Average payment was only 3k!  The important ones like [the Government Electricity
Company] and the [Ministry of Power] received 5k.”
e. [Government Power Grid Company] . . . . The number of times we have visited
them and the number of engineers we have interacted with!!  Each time they were sorted out to
make sure we got the correct information and assistance.  Why would even think 5k?”
68. The Intermediary Executive concluded by demanding $250,000, which “will put
us on even ground.”  On September 2, 2015, the Energy Company CEO requested that Berko
mediate, stating that he would “follow exactly what Asante will comment [on the Intermediary
Executive’s email].”  In turn, Berko proposed “150,000 to 200,000 to settle and close this
matter.”  When the Energy Company CEO countered with a $140,000 offer, Berko responded
“Matter settled.”
69. On September 4, 2015, the Energy Company transferred $140,000 to the

25

Intermediary Company.  The Energy Company wired these funds from its bank account in
Turkey, through a correspondent bank account in New York, to the bank account of Intermediary
Employee 1.
70. As a result of these and other communications, and his personal involvement in
the scheme, Berko knew, or was reckless in not knowing, that all or most of the funds paid to the
Intermediary Company by the Energy Company were used for bribing, or reimbursing bribes
already paid to, Ghanaian government officials in return for their approval of the Power Plant
Project.
Additional Payments Made by the Energy Company to Advance the Bribery Scheme
71. By at least July 2015, Berko knew that the Intermediary Company Executives had
enlisted Intermediary Employee 1 to assist them in the bribery scheme.  For example, on
September 1, 2015, when Berko, the Intermediary Executive, and the Energy Company CEO
debated how much of the bribe payments made by the Intermediary Company should be
reimbursed to the Intermediary Company, the Intermediary Executive requested “a little extra
[to] put a smile on [Intermediary Employee 1’s] face for his contributions thus far as well.”
72. Between September 2015 and October 2015, the Energy Company transferred at
least $900,000 to the Intermediary Company.  On information and belief, these payments were
made to reimburse the Intermediary Company for bribes it had paid; to pay additional bribes;
and/or to otherwise facilitate the bribery scheme.  The Energy Company wired these funds from
its bank account in Turkey, through a correspondent bank account in New York, to the bank
account of Intermediary Employee 1.  These payments included:
a. A September 4, 2015 payment of $140,000 from the Energy Company to the bank
account of Intermediary Employee 1 (as described in paragraph 69 above).

26

b. An October 9, 2015 payment of $180,000 from the Energy Company to the bank
account of Intermediary Employee 1.
c. An October 19, 2015 payment of $250,000 from the Energy Company to the bank
account of Intermediary Employee 1 (as described in paragraph 64.d above).
d. A December 21, 2015 payment of $130,000 from the Energy Company to the
bank account of Intermediary Employee 1.
e. A February 25, 2016 payment of $200,000 from the Energy Company to the bank
account of Intermediary Employee 1.
 Berko and the Energy Company Planned to Pay Additional Bribes in the Future
73. During October 2015, the parent company of the Energy Company contracted to
pay the Intermediary Company up to $42 million over five years for various purported services,
none of which justified the $42 million fee.  Rather, the purported services were a pretext for the
true purpose of the fee: to allow the Intermediary Company to pay or reimburse bribes in order to
obtain additional regulatory benefits ( including a tax exemption waiver worth millions of dollars
and a government-backed letter of credit) for the Energy Company.  Berko knew, or was reckless
in not knowing, that for the Energy Company to obtain the specified regulatory benefits, the
Intermediary Company would likely need to bribe government officials.  And in fact Berko and
the Energy Company Executives drafted the contract in a way that encouraged the Intermediary
Company to bribe government officials: payments to the Intermediary Company were
conditioned on it actually obtaining the sought-after governmental concessions.  Thus, the
Intermediary Company would have to obtain these regulatory benefits for the Energy Company
before it could collect any part of the $42 million.
74. Berko played a central role in negotiating the contract, which he kept hidden from

27

the Subsidiary.   From at least September 2015 to   October 2015, exclusively using his personal
email account, he reviewed, commented on, and edited various drafts of the agreement including
as follows:
a. On September 7, 2015, the Intermediary Senior Executive emailed the Energy
Company CEO, copying the Intermediary Executive and Berko,  requesting that he sign the
attached contract.  The Energy Company CEO, however, made additional edits to the contract,
adding that “we are fed up of waiting for satisfaction of the [conditions precedent] in the
[contract].”
b. On September 8, 2015, Berko emailed the Energy Company CEO and the
Intermediary Executive adding his own recommendations about the terms of the contract.
c. On September 11, 2015, legal counsel for the Energy Company emailed legal
counsel for the Intermediary Company to confirm that the proposed service fees in the contract
would be reduced if the Energy Company did not receive the tax exemption or the Letter of
Credit.  When the Intermediary Company rejected any adjustment to the fees, the Energy
Company CEO forwarded the email to Berko and voiced his displeasure.  Berko responded to the
Energy Company CEO, copying the Intermediary Executive:  “I do not understand the point of
renegotiation [and] it should not even be brought up.  Basically if you do not get the [Letter of
Credit] or tax waiver this contract is null and void.”
d. Discussions on the contract continued throughout September 2015, with Berko
included on many of the communications.  On September 28, 2015, after numerous
communications concerning the terms of the contract, the Intermediary Executive provided
comments on the most recent draft of the contract to the Energy Company CEO and Berko and
asked that they forward the final versions for signature.  The next day, the Energy Company

28

CEO emailed the Intermediary Executive, the Intermediary Senior Executive, and Berko the final
version for signature.  On or about September 29, 2015, the Intermediary Executive signed the
contract and emailed a copy to Berko and the Energy Company CEO.
e. On or about September 29, 2015, the Energy Company CEO emailed the
Intermediary Executive and Berko:  “Now that the contract nightmare is over we would like to
concentrate all our efforts for the [Letter of Credit] together with you and Asante . . . . We are
coming with [another Energy Company employee] on Monday and hopefully Asante will be
there as well.”  On October 1, 2015, the Energy Company CEO emailed Berko and the
Intermediary Company Executive the contract with his signature on behalf of the Energy
Company’s parent company.
75. Despite agreeing to the contract, the relationship between the Energy Company
and the Intermediary Company continued to deteriorate.  On July 11, 2016, the Intermediary
Executive emailed the Intermediary Senior Executive and the PEP two “Final invoices,” one for
$2 million and the second for $1 million, to be sent to the Energy Company.  On September 8,
2016, the Energy Company wired $1 million to the Intermediary Company as payment for the
second invoice.
Berko Sought to Circumvent the Legal and
Compliance Controls at the Subsidiary and the Holding Company

76. At all times, Berko acted to keep the bribery scheme hidden from legal and
compliance personnel at the Subsidiary and the Holding Company by circumventing their
internal controls, including but not limited to their anti-bribery and other anti-corruption policies.
For example:

29

a. Berko circumvented the anti-bribery policy, which prohibited employees from
“providing anything of value to obtain or retain business” to, among others, “public officials,”
“employees of state-owned enterprises,” and “clients/customers.”
b. Berko circumvented the policy on Engaging Intermediaries/Finders, which
required employees to disclose to compliance personnel any payments to intermediaries or to
politically exposed persons relating to transactions requiring Holding Company committee
approval.  Berko, who received a copy of the policy knew, or was reckless in not knowing, that
the Intermediary Company and the PEP should have been disclosed to compliance personnel
under this policy, but deliberately kept their involvement hidden.
c. Berko circumvented his employer’s policy on email use, which required
employees to use only company-approved email and text messaging for any work related
business.  Berko knew that compliance personnel could review his email and other documents as
part of their due diligence on the Power Plant Project.  To evade such scrutiny of his conduct,
Berko deliberately used his personal email when facilitating the bribery scheme.
d. Berko circumvented his employer’s Policy on Outside Activities, which required
firm approval for any compensated activities "before engaging in any Outside Activity," "for
which the individual is or anticipates being compensated." Berko, who received $2 million from
the Energy Company for facilitating the bribery scheme (while he was employed by the
Subsidiary) purposefully hid these payments from the Subsidiary to avoid detection of the
bribery scheme.
77. Berko withheld essential information from a critical document used by the
Holding Company to evaluate the Power Plant Project.  This document, called a Posting Memo,
was typically prepared for most significant investment banking transactions and was routinely

30

provided to the appropriate Holding Company committee so it could assess the transactions.
During October 2015, the Deal Team prepared a Posting Memo concerning the Power Plant
Project for a Committee of the Holding Company to make an interim evaluation of the proposed
transaction.  Berko knew, or was reckless in not knowing, that this Committee consisted of
senior members of the Subsidiary and the Holding Company, at least some of whom were based
in New York.
78. On or about October 1, 2015, a Deal Team member prepared an initial draft of the
Power Plant Project Posting Memo and circulated it among the other members of the Deal Team
and to other departments within the Subsidiary.  Each Deal Team member was expected to
review the Posting Memo and provide input according to their knowledge or expertise.
79. The Posting Memo contained a section entitled “Intermediaries and Finders” that
asked whether (1) the Subsidiary, its client or other person involved in the transaction had
compensated an intermediary; and (2) whether the Subsidiary, its client or other person engaged
or compensated an advisor with a familial or other close relationship to a current or former
government official or employee involved in the transaction.  The memo answered “No” to both
questions.  The Deal Team member who authored the draft did not know about the involvement
of the PEP in the Power Plant Project and relied upon the Deal Team members familiar with the
Intermediary Company – i.e. Berko – to add any necessary disclosure about the role of the PEP
and the Intermediary Company in the deal to the Posting Memo.
80. Berko, who reviewed both drafts and the final version of the Posting Memo,
purposely withheld the information that (i) the Subsidiary’s client (the Energy Company) had
compensated a third party (the Intermediary Company) to provide typical intermediary services
(i.e. advising on and/or obtaining permits and licenses from the government); and (ii) he knew or

31

was reckless in not knowing or should have known based on all the circumstances that the PEP
was closely associated with the Intermediary Company.  Berko withheld this information when
he reviewed the Posting Memo because he knew that if he disclosed the role of the Intermediary
Company or the PEP, the Holding Company would order further diligence into the Power Plant
Project and possibly discover the bribery scheme.
Berko Tried to Mislead Compliance Personnel
About the Involvement of the Intermediary Company

81. On October 21, 2015, after reviewing the Posting Memo, a Committee of the
Holding Company provided interim approval for the Power Plant Project.  Even so, to further
assess the potential reputational risks and other concerns associated with the Project, the
Committee designated the deal as “significant and complex” and required additional due
diligence before any final approval.
82. During March 2016, as part of the enhanced due diligence required by the
Holding Company Committee, compliance personnel conducted a review of Berko’s work
emails and uncovered the involvement of the Intermediary Company.
83. At first, Berko downplayed the Intermediary Company’s role to Subsidiary
compliance personnel, stating that “[i]t is a company that [the Energy Company] was speaking to
initially to outsource some local work,” and asserting that it “had not finalized any arrangement
and I am not sure where the company’s current role is or will be.”
84. In or about April 2016, compliance personnel referred the matter to the
Subsidiary’s legal department, which convened a team of both legal and compliance personnel to
investigate the matter further.
85. During May 2016, at the direction of legal and compliance personnel, the Deal
Team asked the Energy Company to clarify the Intermediary Company’s role and to identify all

32

payments it had made to the Intermediary Company.  The Energy Company CEO stated  that the
Intermediary Company had initially provided local support (e.g., responses from government
departments, visas, office space and accommodation) for which it had been had paid about
$300,000, but failed to disclose the true role of the Intermediary Company – facilitating the
bribery scheme.  He further added the Energy Company no longer needed the Intermediary
Company’s services and now anticipated making a final $200,000 to $300,000 “walk away”
settlement payment, but again failed to disclose that the Energy Company had contracted to pay
the Intermediary Company up to $42 million to obtain additional regulatory benefits.
86. Berko never disclosed to compliance personnel the actual role of the Intermediary
Company, the Energy Company or his own role in arranging the bribery scheme.  Instead, Berko
assisted the Energy Company CEO by drafting false and misleading responses to the questions
posed by the compliance personnel.
87. For example, on May 3, 2016, a Deal Team member, at the direction of
compliance personnel, emailed the Energy Company CEO the following question concerning the
Intermediary Company:
Could you please detail why you contemplated keeping the [Intermediary Company] as a
subcontractor when they were no longer part of the [joint venture] plan in Mar-2016?
Could you please provide some colour on why you ultimately decided not to use [the
Intermediary Company]?

88. On May 4, 2016, the Energy Company CEO drafted a response that he forwarded
to Berko (using Berko’s personal email) for his review.  On May 5, 2016, Berko responded to the
Energy Company CEO, adding the language (italicized below) to the Energy Company CEO’s
proposed draft:
They were quite useful to us last year.  They were crucial in going around to the
responses from government departments, arranging temporary work entry for our
engineers and workers, environmental assessment, providing office space and

33

accommodation.  We also needed them to get temporary fuel storage and to arrange the
local logistics in bringing fuel to the country.  The fuel business can only be done with
local companies that are licensed to so [sic] and they introduced us to a company that
could help.  However as we got localized in Accra, our team lead by our Project Manager
in Ghana started to accumulate local relationship and therefore need for such local
services became obsolute [sic] for us.  And [the Subsidiary] was very against us doing
business with their fuel partner as they were linked to the brother of [a very senior
Ghanaian government official].  We felt confident as time passes by to sort things out
with our own team on the ground and therefore substantially started to decrease the
services requested from [the Intermediary Company].  Now the relationship has broken
down as they want more work which we are not allowed by our financing bank to give
out without a tender and we also have lost trust in the partnership. We informed them in
March that we will like to terminate business and are now at the stage to finalize a
settlement with them. (emphasis added).

89. Upon receiving Berko’s proposed edits, the Energy Company CEO responded
that he “was not happy to put anything [about the brother of the very senior Ghanaian
government official]. . . . What if [the Subsidiary] wants to me to show the termination
documentation?  That’s why I took out the last sentence.... [please] comment.”  Shortly
thereafter, the Energy Company CEO answered the Subsidiary incorporating most of the
language that Berko had suggested (but excluding the sentence concerning the brother of the
very senior Ghanaian government official).
90. Despite Berko’s efforts, the Deal Team continued to question the Energy
Company about the Intermediary Company’s services and payments.  In late May 2016, the
Energy Company CEO refused to answer any further questions concerning the Intermediary
Company, essentially ending the Energy Company’s cooperation with the Subsidiary.   By
August 2016, compliance personnel effectively terminated the Subsidiary’s involvement in the
Power Plant Project.
Berko’s Ongoing Relationship with the Energy Company
91. On December 7, 2016, Berko tendered his resignation to the Subsidiary, which
became effective on or about March 6, 2017.    Berko continued to assist the Energy Company in

34

the Power Plant Project after his resignation from the Subsidiary.  Between September 2016 and
February 2017, the Energy Company paid Berko $2 million as compensation for arranging the
bribery scheme: $500,000 on September 28, 2016; $500,000 on December 7, 2016; $500,000 on
December 20, 2016; and $500,000 on February 14, 2017.  The Energy Company wired these
funds from its bank account in Turkey through a correspondent bank in New York to Berko’s
bank account in Ghana.  Berko never disclosed to the Subsidiary either his ongoing work for, or
his compensation from, the Energy Company.
92. The Power Plant Project began commercial operations in 2017.
FIRST CLAIM
Berko Violated the Anti-Bribery Provisions of the Foreign Corrupt Practices Act
Exchange Act Section 30A, 15 U.S.C. §78dd-1

93. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 92 above as if set forth fully herein.
94. By engaging in the corrupt transactions described above, Berko, who was an
employee and/or agent of the Holding Company, a United States issuer, made use of the mails or
other means or instrumentalities of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay, or authorization of the payment of, any money,  offer, gift, promise to
give, or authorization of the giving of anything of value to foreign officials for the purpose of
influencing their acts or decisions in their official capacity, inducing them to do or omit to do any
action in violation of their lawful duties, securing an improper advantage, or inducing such
foreign officials to use their influence with foreign governments or instrumentalities thereof to
affect or influence any act or decision of such government or instrumentality, in order to assist
the Holding Company in obtaining or retaining business.

35

SECOND CLAIM
Berko Aided and Abetted the Holding Company’s Violations of the Anti-Bribery
Provisions of the Foreign Corrupt Practices Act
Exchange Act Section 30A, 15 U.S.C. §78dd-1

95. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 92 above as if set forth fully herein.
96. The Holding Company violated Section 30A of the Exchange Act when it made
use of the mails or other means or instrumentalities of interstate commerce corruptly in
furtherance of offers, payments, promises to pay, or authorizations of the payments of,  any
money, offer, gift, promise to give, or authorizations of the giving of anything of value to foreign
officials for the purposes of influencing their acts or decisions in their official capacity, inducing
them to do or omit to do any action in violation of their lawful duties, securing an improper
advantage, or inducing such foreign officials to use their influence with foreign governments or
instrumentalities thereof to affect or influence any act or decision of such government or
instrumentality in order to assist the Holding Company in obtaining or retaining business while
engaging in the corrupt transactions described above.
97. Through his conduct described above, Berko knowingly or recklessly provided
substantial assistance to the Holding Company in its violations of Section 30A of the Exchange
Act.
98. By reason of the foregoing, Berko violated Section 20(e) of the Exchange Act [15
U.S.C. §78t(e)] and Section 30A of the Exchange Act [15 U.S.C. §78dd-1] by aiding and
abetting the Holding Company’s violations of Section 30A of the Exchange Act [15 U.S.C.
§78dd-1].

36

PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests a Final Judgment that:
A.  Permanently restrains and enjoins Berko and each of his agents, servants, employees and
attorneys and those persons in active concert or participation with them who receive actual notice
of the injunction by personal service or otherwise, including facsimile transmission or overnight
delivery service, from directly or indirectly engaging in the conduct described above, or in
conduct of similar purport and effect, in violation of: Exchange Act Section 30A [15 U.S.C.
§78dd-1];
B. Requires Berko to disgorge his ill-gotten gains, plus pre-judgment interest;
C. Orders Berko to pay appropriate civil penalties pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. §78u(d)(3)];
D.  Retains jurisdiction over this action to implement and carry out the terms of all orders
and decrees that may be entered; and,
E. Grants such other and further relief as the Court may deem just and proper.

37

JURY DEMAND
The Commission hereby demands a trial by jury on all claims so triable.
Dated:   April 13, 2020   On behalf of the Commission,

          //s//  Alicia Reed
 Alicia Reed (NY Bar No. 4913596)
 Kathleen B. Shields (MA Bar No. 645910)*
 Paul Block (MA Bar No. 551158)*
 Asita Obeyesekere (D.C. Bar No. 451637)*
 Attorneys for Plaintiff
 SECURITIES AND EXCHANGE COMMISSION
 Boston Regional Office
 33 Arch Street, 24th Floor
 Boston, Massachusetts  02110
 (617) 573-5915 (Reed direct)
 (617) 573-4590 (fax)
 [email protected]
; [email protected]

 *Not admitted in E.D.N.Y.

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

________________________________________________ 
: 

SECURITIES AND EXCHANGE COMMISSION, : 
: 

Plaintiff, : 
: 

v. :     Civil Action. No. 
:  

ASANTE K. BERKO, :      JURY TRIAL DEMANDED 
: 

Defendant. : 
________________________________________________: 

COMPLAINT 

Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges the 

following against defendant Asante K. Berko (“Berko” or the “Defendant”):  

SUMMARY 

1. Defendant Berko violated the Foreign Corrupt Practices Act of 1977 (“FCPA”), a

law that generally prohibits companies whose stock is publicly traded  in the United States, and 

individuals associated with those companies, from paying bribes to foreign officials in order to 

secure business in foreign countries.  Berko, a United States citizen, is a former executive of a 

United Kingdom-based financial services company (the “Subsidiary”) that is a wholly-owned 

subsidiary of a publicly traded bank holding company based in the United States (the “Holding 

Company”).   

2. Berko’s role at the Subsidiary was to develop investment banking business for

the Subsidiary and the Holding Company, which included identifying and arranging financing, 

restructuring or merger transactions for clients, and assisting with the work necessary to 

complete those transactions.   

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3. From approximately 2015 through at least 2016 (the “relevant period”), while 

employed at the Subsidiary, Berko schemed to bribe various government officials in the 

Republic of Ghana (“Ghana”) so that a client of the Subsidiary, a Turkish Energy Company (the 

“Energy Company”), would win a contract (the “Power Purchase Agreement”) to build and 

operate an electrical power plant in Ghana and sell the power to the Ghanaian government (the 

“Power Plant Project” or “Project”).  To effect the corrupt scheme, Berko arranged for the 

Energy Company to funnel between $3 million to $4.5 million to a Ghana-based company (the 

“Intermediary Company”) to bribe various government officials responsible for approving the 

Power Plant Project.  The Energy Company transferred at least $2.5 million of the planned $3 

million to $4.5 million to the Intermediary Company, all or most of which was used to bribe 

Ghanaian government officials.   

4. Berko crafted, developed and carried out the bribery scheme with the knowledge,  

or under circumstances that made it substantially certain, that all or a portion of the money paid 

to the Intermediary Company would be paid as bribes to Ghanaian government officials to secure 

support for the Power Plant Project.  Berko and the Energy Company timed the largest transfers 

of funds to coincide with key milestones in the approval process of the Power Plant Project so 

that funds would be available to bribe the corrupt officials who were in positions to help 

accomplish those milestones.  For example: 

a. On or about April 13, 2015, Berko learned that the Energy Company and the 

Ministry of Power of Ghana (“Ministry of Power”) had reached an agreement in principle on the 

terms of the Power Purchase Agreement.  By April 20, 2015, at the request of the Intermediary 

Company, Berko and the Energy Company had arranged for the Energy Company to transfer 

$500,000 to the Intermediary Company, which the Intermediary Company then used to bribe a 

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senior Ghanaian government official (“Government Official 1”) who represented the Ministry of 

Power during its negotiations with the Energy Company. 

b. On May 11, 2015, the Energy Company and the Ministry of Power signed the 

Power Purchase Agreement.   On May 19, 2015, the Intermediary Company sent an invoice to 

the Energy Company for an additional $1.5 million in funds for the bribe scheme.  On May 22, 

2015, the Energy Company transferred $1.5 million to the Intermediary Company, all or part of 

which was to be used to bribe Ghanaian government officials.  Berko knew of this transfer at, or 

soon after, the time of this transfer. 

c. On July 17, 2015, the Ghanaian parliament ratified the Power Purchase 

Agreement.  On July 20, 2015, the Intermediary Company requested, through Berko, that the 

Energy Company send it another $1.5 million for its “next crucial steps.”  Those funds were to 

be used to bribe Ghanaian government officials and to advance the bribery scheme.   

d. On August 4, 2015, the Intermediary Company emailed another invoice to the 

Energy Company, copying Berko, for $250,000 for the bribery scheme.  On October 19, 2015, 

the Energy Company transferred $250,000 to the bank account of an employee of the 

Intermediary Company (“Intermediary Employee 1”) who was also part of the bribery scheme. 

5. Berko also helped the Intermediary Company pay smaller bribes, totaling 

approximately $210,000, to various other government officials involved in the Power Plant 

Project.  These included bribes to a Ghanaian government official (“Government Official 2”) 

who assisted Government Official 1 on the Project, employees at the Ministry of Power who 

provided confidential information to the Intermediary Company concerning the Project, 

government engineers who assessed the Energy Company’s technology, and officials at other 

government agencies who reviewed the Project. 

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6. In addition to the bribes paid through the Intermediary Company, Berko 

personally paid bribes to advance the corrupt scheme.  By August 2015, Berko had paid bribes of 

at least $66,000 to members of the Ghanaian parliament and other government officials in his 

effort to obtain approval for the Power Plant Project.      

7. Berko sought to profit from the bribery scheme in two ways.  First, he knew the 

Subsidiary would earn over $10 million in fees if the Energy Company secured the Power Plant 

Project and the Subsidiary organized financing for it, which in turn would enhance Berko’s 

performance and stature within the Subsidiary.  Second, by at least July 2015, Berko understood 

that the Energy Company would secretly compensate him for arranging the bribe scheme.  

Unbeknownst to the Subsidiary – and in violation of Berko’s employment agreement with the 

Subsidiary – between September 2016 and February 2017, the Energy Company paid Berko $2 

million for successfully coordinating the bribery scheme. 

8. Berko took deliberate measures to prevent the Holding Company’s and the 

Subsidiary’s compliance personnel from discovering his corrupt scheme.  First, Berko used his 

personal email rather than his work email to arrange the bribery scheme in order to evade 

detection.  Berko knew that Subsidiary and/or Holding Company compliance personnel could 

review his work email as part of their periodic and/or project-related due diligence.  Second, 

Berko intentionally failed to correct a critical document – directed to the Holding Company – 

that falsely stated that the Energy Company had not compensated any intermediaries or 

politically exposed persons in connection with the Power Plant Project.   

9. Despite Berko’s efforts to conceal his misconduct, the Holding Company required 

additional due diligence to further assess the potential reputational risks associated with the 

Project and to address other concerns.  As part of this diligence, during March 2016, compliance 

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personnel at the Subsidiary reviewed Berko’s emails and discovered the involvement of the 

Intermediary Company.  After interviewing Berko about the Intermediary Company, they began 

to investigate the matter further. 

10. During approximately May through June 2016, and as part of their further 

investigation, Subsidiary personnel questioned the Energy Company’s executives about the 

Intermediary Company’s role in the Power Plant Project.  The Energy Company’s executives 

provided incomplete and inaccurate information to the Subsidiary personnel’s questions and 

failed to disclose that the Intermediary Company’s true purpose was to facilitate the bribery 

scheme.   When Subsidiary personnel continued to probe the role of the Intermediary Company 

in the transaction, the Energy Company’s executives refused to answer any more questions on 

the topic.  As a result of information obtained during this further investigation, by August 2016, 

the Subsidiary terminated its involvement in the Project. 

11. Between September 2016 and February 2017, the Energy Company paid Berko $2 

million for his effort in facilitating the bribery scheme.  On or about December 7, 2016, Berko 

tendered his resignation to the Subsidiary, which became final on or about March 6, 2017.    

Following his departure from the Subsidiary, Berko began providing consulting services for the 

Energy Company. 

AUTHORITY, JURISDICTION AND VENUE 

12. The Commission brings this action pursuant to enforcement authority conferred 

by Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§78u(d) (1)].  The Commission seeks imposition of a civil penalty against Berko pursuant to 

Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)].   

13. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e) and 

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27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e) and 78aa].   

14. Venue is appropriate in this Court under Section 27 of the Exchange Act [15 

U.S.C. §§78aa] because certain acts or transactions constituting the violations of the federal 

securities laws detailed herein occurred in this district, including travel through the district and 

the transmission of electronic messages in connection with those violations.  

15. Berko directly or indirectly made use of the means and instrumentalities of United 

States interstate commerce in connection with the acts, practices, and courses of business alleged 

herein, including electronic messaging systems based in the United States.  Among other things, 

while in New York, Berko communicated, using a United States-based email account and email 

service provider, with employees of the Intermediary Company in order to advance the bribery 

scheme described herein.  Berko also arranged for, perpetrated and participated in the bribery 

scheme with the understanding that documentation relating to the Power Plant Project would be 

sent, through the instrumentalities of interstate commerce in this district, to New York-based 

members of a Committee of the Holding Company.  Berko also travelled to and from London 

and other international venues through airports in this district in furtherance of the scheme 

detailed herein.  Berko further knew, or was reckless in not knowing, that funds would be 

transferred through wire communications through this district to banks in New York and then to 

individuals and entities in Ghana to facilitate the bribe scheme and helped arrange some of those 

fund transfers.    

DEFENDANT  

16. Asante K. Berko, age 46, is a dual United States and Ghanaian citizen who 

currently resides in Ghana.  During the period from approximately July 2014 until his resignation 

in approximately December 2016, Berko was an executive in the Subsidiary’s investment banking 

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division with responsibility for developing business in Africa.   

RELATED ENTITIES AND INDIVIDUALS 

17. “Holding Company” is a bank holding company incorporated in Delaware with its 

primary place of business in New York.  Its common stock is registered with the Securities and 

Exchange Commission pursuant to Section 12(b) of the Exchange Act.  At all relevant times, the 

Holding Company carried out its global operations through numerous consolidated and 

controlled subsidiaries.  The Holding Company managed its subsidiaries through various 

committees comprised of senior members of these subsidiaries, including such persons based in 

New York.  The subsidiaries through which the Holding Company conducted business were 

established for various legal and administrative purposes and were not operated as independent 

businesses. 

18. “Subsidiary” is a United Kingdom-based subsidiary of the Holding Company 

through which the Holding Company provided broker dealer, investment banking and other 

financial services for its clients in Europe, Asia, and the Middle East and Africa.  The senior 

members of the Subsidiary served on committees of the Holding Company, and at least one 

senior executive of the Subsidiary was an officer of the Holding Company.  The financial 

statements (including the related books, records, and accounts) of the Subsidiary were 

consolidated with the financial statements of the Holding Company.  From approximately 2012 

to 2018, the Subsidiary owned a portion of the Energy Company. 

19. “Subsidiary MD” was a managing director at the Subsidiary who supervised 

Berko on the Power Plant Project. 

20. “Subsidiary Deal Team” or “Deal Team” was a team of Subsidiary employees, 

including Berko, who were responsible for assisting the Energy Company in the Power Plant 

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Project. 

21. “Energy Company” is a Turkish energy company publicly traded on the Istanbul 

stock exchange.   

22. “Energy Company CEO” is a Turkish citizen who was the chief executive officer 

of the Energy Company. 

23. “Energy Company CFO” is a Turkish citizen who was the chief financial officer 

of the Energy Company. 

24. “Intermediary Company” is a privately owned Ghanaian company that purports to 

provide consulting and other services for energy development projects in Ghana.   

25. “Intermediary Senior Executive” is a Ghanaian citizen and a senior executive of 

the Intermediary Company. 

26. “Intermediary Executive” is a Ghanaian citizen and an executive officer of the 

Intermediary Company who reported to the Intermediary Senior Executive. 

27. “Intermediary Employee 1” is a Ghanaian citizen and an employee of the 

Intermediary Company who reported to the Intermediary Senior Executive and the Intermediary 

Executive. 

28. “Politically Exposed Person” or “PEP” may be a controlling person of the 

Intermediary Company who was an immediate family member of one of the most senior officials 

of Ghana at the time.   

29. “Government Official 1” is a high-ranking government official in Ghana who had 

the ability to influence the award of the Power Plant Project to the Energy Company and who, 

along with Government Official 2, participated in an intra-governmental agency group to assess 

the appropriate fee, or tariffs, to be paid to energy companies in connection with power plant 

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projects in Ghana. 

30. “Government Official 2” is a government official in Ghana who assisted 

Government Official 1 for the Power Plant Project.  

FACTUAL ALLEGATIONS 

The Subsidiary was an Agent of the Holding Company 
 

31. During the relevant period, the Holding Company controlled and directed the 

Subsidiary, which acted as its agent, both generally and specifically for the Power Plant Project.  

The Holding Company primarily conducted business through nine revenue producing operating 

entities (i.e. bank, broker-dealer, and investment adviser subsidiaries), including the Subsidiary, 

and nine service entities (i.e., funding, staffing and physical asset service subsidiaries).  The 

Holding Company’s revenue-producing entities further divided their business into four segments: 

the Investment Banking Division, Institutional Client Services, Investing and Lending, and 

Investment Management.  Aside from these revenue-producing units, the Holding Company and 

its subsidiaries had staff in independent control and support functions, including legal and 

compliance functions, that worked together to manage risk for the two entities.    

32. The Holding Company funded dividend payments on its securities, and payments 

on its obligations, including debt obligations, from the dividends, distributions and other 

payments (e.g., payments on intercompany loans) it received from revenues generated by its 

subsidiaries, including the Subsidiary.  Individual subsidiaries, including the Subsidiary, also 

relied upon funding from the Holding Company.   

33. The Holding Company also consolidated financial information across its 

subsidiaries as a whole for its annual 10-K filings, presenting the group as a unified enterprise, 

both for these filings and for branding purposes.  Further, the Holding Company provided high-

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level operational oversight and set firm-wide policies, including legal and compliance policies.  

Individual subsidiary operating entities also provided various services to one another.  And as of 

the end of 2016, the Subsidiary was the second largest subsidiary of the Holding Company, 

accounting for up to 20% of firm-wide net revenue and 12% of total staff.    

34.  At least one person was an officer of both the Holding Company and the 

Subsidiary.  And, the most senior managers of the Subsidiary were members of committees of 

the Holding Company that reviewed, authorized and approved nearly all significant transactions 

for the consolidated subsidiaries.  As a result, during the relevant period the Subsidiary acted as 

an agent of the Holding Company, both generally and specifically for investment banking 

transactions related to Africa.    

Berko was an Agent and/or an Employee of the Holding Company 
 

35.  Berko acted as an employee and/or agent of the Holding Company for the Power 

Plant Project through his employment, duties and responsibilities.     

36. Through onboarding and training programs, Berko understood that he was subject 

to the policies of the Holding Company, including but not limited to its anti-bribery and anti-

corruption policies. 

37. The Holding Company directed and controlled Berko for both his general work 

activities and specifically for his work on the Power Plant Project.  The Holding Company 

conducted its Africa-based investment banking business through the Subsidiary but retained 

control over all significant transactions.   

38. Committees of the Holding Company, which included senior officers and 

employees based in New York, managed risk for the Subsidiary’s transactions (including the 

Power Plant Transaction) by, among other things, conducting interim and final reviews of those 

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transactions.   

39. Berko in turn directed his actions towards the New York-based Holding Company.  

He helped create a memorandum concerning the Power Plant Project that he knew would be, and 

in fact was, provided to New York-based members of a committee of the Holding Company for 

their review.  Accordingly, Berko and the Holding Company understood that Berko acted on 

behalf of and for the benefit of the Holding Company while participating in the Power Plant 

Transaction.  As a result, Berko was an agent and/or an employee of the Holding Company and 

was subject to its direction and control.  

Berko Engaged the Intermediary Company for the Power Plant Project 
  

40. During 2013, Ghana began experiencing severe power shortages.  As a result, the 

government of Ghana prioritized energy development, including by fast-tracking large power 

projects.   

41. In or about July 2014, the Subsidiary hired Berko, who had previously worked on 

investment banking projects in Africa, to develop its business in Ghana and Africa.   

42. During November 2014, the Subsidiary MD approached Berko, the resident 

Ghana specialist, about opportunities to win business in Ghana’s energy sector.  The Subsidiary 

MD advised Berko that a longtime client of the Subsidiary, the Turkish Energy Company, was 

interested in building and operating an electrical power plant in Ghana and selling the power to 

the Ghanaian government.  The Subsidiary MD and Berko planned for the Subsidiary to advise 

and arrange financing for the Energy Company if the Energy Company was able to close such a 

deal.   

43. Within that same month, Berko met with the Intermediary Executive and enlisted 

the Intermediary Company – which purported to provide consulting services for energy projects 

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– to assist him with the possible power plant project.   

44. Based on prior interactions, Berko knew that the most senior employees of the 

Intermediary Company, the Intermediary Executive and the Intermediary Senior Executive 

(collectively, the “Intermediary Company Executives”), had contacts within the highest levels of 

the government of Ghana.   

45. Through previous business dealings and communications with the Intermediary 

Company Executives, Berko knew that the Intermediary Company’s close connections to the 

government included the PEP.  And, by virtue of his joint communications with the PEP, the 

Intermediary Company Executive and the Energy Company Executives, Berko knew, or was 

reckless in not knowing, that the PEP was closely associated with the Intermediary Company.   

46. In early December 2014, Berko arranged for senior executives of the Energy 

Company – including its CEO, chairman of the board, and another board member – to meet with 

the Intermediary Executive and senior Ghanaian government officials to discuss a possible 

Power Plant Project between the Energy Company and the government of Ghana.  Berko also 

attempted to arrange for a meeting with the then President of Ghana, noting that he was 

“[w]orking with [the President’s] Advisors (also [the PEP]) to confirm timing.” 

47. On December 9, 2014, Berko flew into an airport in this district on his way to 

Ghana.  While in New York on or about December 10, 2014, Berko worked with Subsidiary 

employees and the Intermediary Executive to assist the Energy Company executives to obtain 

the needed visas for a trip to Ghana to attend the planned meetings with government officials.   

48. On December 18, 2014, the Energy Company executives and Berko met with 

senior government officials about the Energy Company’s proposed Power Plant Project.  Berko 

also discussed the Energy Company’s proposed Project with the PEP who advised that “it will be 

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good for [the Energy Company] to carry on with its plan [for a power plant].” 

49. On January 4, 2015, Berko, the Subsidiary MD, the Intermediary Senior 

Executive, the PEP, as well as the CEO of the Energy Company and other Energy Company 

executives met with the Minister of Power and other Ghanaian government officials at the home 

of the Chairman of the Energy Company in Turkey to discuss the Power Plant Project.  On 

January 5, 2015, an Energy Company executive emailed Berko a draft proposal for the Power 

Plant Project.  On January 8, 2015, the Subsidiary MD emailed Berko stating that “[the PEP] and 

[the Intermediary Senior Executive] will mark up the proposal in a way that will work for them.  

I will then get the [Energy Company] guys to agree.”   

50. On January 13, 2015, the Intermediary Executive emailed Berko, the Intermediary 

Senior Executive, and the PEP a draft of a letter for the Energy Company in which he proposed 

that the Intermediary Company and the Energy Company become partners in the Power Plant 

Project.  Among other things, this draft letter highlighted the close relationship between the 

Intermediary Company and the various government agencies that would be involved in the 

Power Plant Project. 

51. On February 3, 2015, the Minister of Power, through the Intermediary Company, 

sent a letter to the Energy Company that formally invited it to submit a proposal for the Power 

Plant Project.  On February 10 and 11, 2015, Berko, the Intermediary Company Executives, and 

an Energy Company board member met with government officials in Ghana, including 

Government Official 1, to begin the negotiations for the Power Plant Project.   

52. On February 13, 2015, the Intermediary Executive emailed Berko a letter, 

addressed to the Energy Company, to confirm that the Intermediary Company “will be prepared 

to partner with [the Energy Company] to provide 200MW power to the Ghanaian grid system,” 

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and attached a list of the Intermediary Company’s proposed duties that included obtaining all 

governmental permits relating to the plant.   

53. By March 2015, the Subsidiary had staffed a Deal Team consisting of Berko, the 

Subsidiary MD, and four other Subsidiary employees to assist the Energy Company with 

developing and financing the Power Plant Project.  Berko, as the Subsidiary’s specialist in 

Ghana, was the primary Subsidiary employee tasked with assisting the Energy Company in its 

negotiations with the government of Ghana.  Berko was the only Subsidiary employee who spent 

significant time in Ghana or had any substantial interactions with Ghanaian government officials 

in connection with the Power Plant Project. 

54. From March 2015 through at least July 2015, the Energy Company CEO and the 

Energy Company CFO (collectively, the “Energy Company Executives”), assisted by the 

Intermediary Company Executives, the PEP, and Berko engaged with the Ghanaian government, 

including Government Official 1, in negotiating the terms of the Power Purchase Agreement and 

obtaining approval for the Power Plant Project.  For example: 

a. During early April 2015, the Intermediary Company Executives and Berko 

advised the Energy Company Executives on its negotiations with the Government concerning the 

electricity tariff (i.e., the fee to be charged to the government for the sale of the electrical power).  

The Intermediary Executive and Berko liaised with government officials, including Government 

Official 1, on this issue.   

b. On April 17, 2015, the Energy Company CFO emailed Berko concerning, among 

other things, an issue with the electricity tariff, but added that he “think[s] [Government Official 

1] will deal with it.”   The CFO later noted that “[we] will discuss the way [forward] . . . you may 

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want to discuss these [outstanding issues] with [the Intermediary Senior Executive] and [the 

PEP] . . .”    

c. On April 29, 2015, Government Official 1 emailed Berko, the Energy Company 

Executives, the Intermediary Executive, and others about proposed changes to the Power 

Purchase Agreement.  In response, Berko emailed the Energy Company CEO:  “Reply to the 

[Minister of Power] and [government official] and [Intermediary Senior Executive].  I will 

suggest we keep [Government Official 1] off.  [The Intermediary Executive] will take a copy to 

the President [of Ghana] immediately.” 

d. On April 29, 2015, the Intermediary Executive emailed the Energy Company 

Executives, Berko and others stating: “We have negotiated the attached [Power Purchase 

Agreement] as best we can. . . . I need an email no later than 10 a.m. my time giving me the final 

proposal from [the Energy Company].”  In response, the Energy Company CFO stated:  “The 

decision will be given during the meeting with the Minister [of Power] in Dubai together with 

[the Intermediary Senior Executive] and [the PEP].” 

e. On May 2, 2015, Government Official 1 emailed the Energy Company 

Executives, the Intermediary Executive, Berko and others of additional concerns with the Power 

Plant Project.   The Energy Company CEO responded that Government Official 1 “continues to 

create problems” and “should be taken out of the process.”  The Energy Company CFO replied 

that “it may not be possible to remove him,” adding that the Energy Company, the PEP, and the 

Intermediary Executive should meet with Minister of Power to discuss any issues.   

f. On May 4, 2015, an Energy Company executive sent Berko and the Intermediary 

Executive a list of equipment for the Power Plant Project, copying the Energy Company CFO.  

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On May 6, 2015, the Intermediary Executive forwarded the email to Government Official 2, 

adding that he would “come by [to] see you tomorrow.”   

Berko Arranges the Bribery Scheme 
 

55. While involved in these negotiations, and without informing the Subsidiary or the 

Holding Company, Berko arranged for the Energy Company to funnel money to the Intermediary 

Company to be used to bribe government officials, including Government Official 1 and 

Government Official 2, to win approval for the Power Plant Project.  The central conspirators in 

the bribery scheme were Berko, the Intermediary Company Executives, the PEP, and the Energy 

Company Executives.   

56. From at least April 2015 through at least August 2015, Berko, the Intermediary 

Company Executives, the PEP, and the Energy Company Executives planned, implemented and 

executed the scheme to bribe government officials.  Under the planned scheme, the Energy 

Company Executives agreed to funnel money to an entity controlled by the Intermediary 

Company for Berko, the Intermediary Company Executives and/or the PEP to use to bribe key 

government officials responsible for approving the Power Plant Project.  And in some instances, 

Berko and the Intermediary Executive used their own funds to bribe government officials and 

then sought reimbursement from the Energy Company.    

57. The Energy Company Executives agreed to transfer large blocks of funds at or 

close to when the government had agreed to significant milestones in the Power Plant Project.  

These milestones would occur when the Ministry of Power signed the Power Purchase 

Agreement; when parliament ratified the Power Purchase Agreement; and when the government 

provided financing (via a government-backed Letter of Credit) for the Power Plant Project.  

Berko, the Intermediary Company Executives, and/or the PEP would then use the transferred 

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funds to bribe the government officials who had corruptly helped them achieve these milestones.   

58. Emails among Berko, the Intermediary Company Executives, the Energy 

Company Executives and the PEP discussed in detail how the corrupt scheme worked.  For 

example, on or about April 13, 2015, the Energy Company and the Ministry of Power reached an 

agreement in principle for the terms of the Power Purchase Agreement.   Almost immediately, 

Berko, the Energy Company Executives and the Intermediary Company Executives began 

arranging the initial fund transfer for the bribery scheme:  

a. On April 14, 2015, the Intermediary Senior Executive emailed Berko an invoice 

for $500,000 owed by the Energy Company, along with a schedule for funding the bribery 

scheme:  $1.5 million when the parties signed the Power Purchase Agreement; $1.5 million when 

the Energy Company received a Letter of Credit from the government; and $1.5 million when the 

power plant began operations.  The invoice contained specific instructions for the funds to be 

wired to the Ghana account of a shell company controlled by the Intermediary, via a New York 

correspondent bank.  

b. On April 18, 2015, the Energy Company CFO updated Berko and the 

Intermediary Executive on the negotiations with the government:  “Hopefully once we have the 

green light tomorrow, we’ll send the contract for [the power plant] with all changes.”  He added: 

“[We are] planning to come on Monday with an extended team to have meetings [with the 

Government Electricity Company] on Tuesday.” 

c. On April 19, 2015, the Intermediary Executive again urged Berko and the Energy 

Company CEO for the $500,000 in bribe money because “the intended recipient” - [Government 

Official 1] – “is on my case.”   The Intermediary Executive added:  “I am going to part with 

[$250,000] to [Government Official 1] on the basis that I will receive the same in due course.  

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This will represent part payment to him as discussed.”   The Intermediary Executive then pressed 

“to have the [$1.5 million] also here in Ghana no later than end of this week or early part of the 

following [week]” because “[a]s agreed, certain payments will be made on signing [of the Power 

Purchase Agreement] and I believe all will be covered if you follow the above guidelines.”   

d. The Energy Company CFO quickly agreed to the initial $500,000 fund transfer 

for Government Official 1, but expressed some confusion on the schedule.  Responding to the 

Intermediary Executive and Berko, he stated:  “I have an invoice for $500k.  That’s what you are 

referring to right, to be paid within this week?  Then . . . [$1 million] at signing [the Power 

Purchase Agreement] and [$1.5 million] at [the signing of the Letter of Credit from the 

government].”  He then voiced concern about the lack of information from Government Official 

1: “Why is there no news from [Government Official 1] [about the] extension and meeting on 

Tuesday, any news you can share?”     

e. Replying to the Energy Company CFO and Berko that same day, the Intermediary 

Executive again emphasized the necessity for the bribe money:  “Please proceed as I stated 

earlier.  It is in all our interest to make the necessaries [sic] are done now.  [$500,000] now!!!”  

He then reiterated the proposed schedule:  “[$1 million] on signing [the Power Purchase 

Agreement] and $1.5 million on [signing the Letter of Credit].  As stated, I am getting concerned 

with [Government Official 1] and his resistance.  I’ve decided to sort him out this week 

following recent developments and would advise that you have the same ready for me 

immediately upon signature.” 

f. On Monday, April 20, 2015, the Energy Company’s CFO responded, copying 

Berko:  “Money is ready, [but the Energy Company CEO] wants to talk to [the Intermediary 

Senior Executive] and [the PEP].”  Shortly thereafter, he again emailed the Intermediary 

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Executive and Berko to confirm the bribes:  “[$500,000] is coming today or tomorrow. [Please] 

pay [Government Official 1].  Let’s do the meeting on Tuesday and agree on 370 and the rest.  

Send [the] contract to [government official] and prepare for signing before Friday.”   

59. On May 12, 2015, the Energy Company and the Ministry of Power signed the 

Power Purchase Agreement, triggering another milestone payment.  Berko, the Intermediary 

Executive, and the Energy Company Executives almost immediately arranged the next tranche of 

funding for the bribe scheme:    

a. On May 12, 2015, the Intermediary Senior Executive emailed the Intermediary 

Executive an invoice for the Energy Company to provide an additional $1.5 million of funding 

that was intended to be used to further the bribery scheme.   

b. On May 19, 2015, the Intermediary Executive forwarded the invoice for $1.5 

million to the Energy Company CEO for payment.  When, or soon after, this invoice was sent, 

Berko also knew, or was reckless in not knowing, that the funds requested by the Intermediary 

Company were to be used to bribe government officials to approve the Power Plant Project.  

c. On May 22, 2015, the Energy Company wired $1.5 million to the Intermediary 

Company.  These funds were wired from the Energy Company’s bank account in Turkey, 

through a New York-based correspondent bank, to a shell company bank account in Ghana under 

the control of the Intermediary Company.  On May 26, 2015, the Energy Company CEO emailed 

the Intermediary Executive a copy of a bank document confirming the payment.  At or soon after 

the time of this payment, Berko knew that it had been made. 

d. On May 28, 2015, the PEP received $30,000 from the same bank account into 

which the Energy Company had transferred the $1.5 million and which the Intermediary 

Company used to facilitate the bribery scheme.   

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e. On June 11, 2015, Berko received $75,000 from the same bank account into 

which the Energy Company transferred the $1.5 million and which the Intermediary Company 

used to facilitate the bribery scheme.   

60. On July 15, 2015, Berko emailed Intermediary Employee 1 his bank account 

information along with fund transfer instructions so that the Intermediary Company could wire 

him funds for the bribery scheme.  Berko’s fund transfer instructions specified that funds should 

be routed through a New York-based correspondent bank to Berko’s account at a bank in Ghana.  

61. On July 17, 2015, the Ghanaian parliament ratified the Power Purchase 

Agreement, another of the milestones that triggered additional funding for the bribery scheme.  

That same day, Intermediary Employee 1 forwarded Berko’s bank account information and fund 

transfer instructions to the Intermediary Executive with the note: “[Berko] payments $33,800.”  

Berko planned to use these funds to bribe (or to reimburse himself for bribes already made to) 

government officials, including members of parliament, to advance the Power Plant Project.   

62. On July 20, 2015, the Senior Intermediary Executive emailed the Intermediary 

Executive and Berko apprising them on the progress of their corrupt scheme:  “Just a quick 

update from my side and anything we can do to get some of the outstanding deliverables 

happening . . . . Caught up with [Government Official 1] and I think we are aligned on how to 

proceed.  He claims to have resolved the [Government Utility Company] issue so no problem 

from there and I agreed with him to do the needful for the boys there . . . .  I presume 

[Government Official 2] will do most of the required memo’s [sic] to get things moving.”  He 

then noted that “[the Intermediary Company is] due to issue a milestone invoice on 

parliamentary ratification” as “Funds [were] urgently required for next crucial steps.” 

63. At that point, a dispute arose between Berko and the Intermediary Senior 

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Executive concerning the amount of funding the Energy Company was obligated to provide to 

the Intermediary Company.  In particular, the Intermediary Senior Executive claimed that the 

Energy Company had agreed to fund $5 million for the bribery scheme and demanded a $1.5 

million “milestone payment” of that agreed amount.  Berko, however, maintained that the 

Energy Company had only agreed to fund a total of $3 million, and that no more funds were due.  

Email communications on July 20, 2015 documented this dispute:  

a. Berko, who was then in New York, promptly responded to the Intermediary 

Senior Executive’s July 20, 2015 email requesting a $1.5 million milestone payment.  First, 

Berko stated that “a deal will be reached as [the Energy Company] is not in a position to renege 

as long as I am working on the project,” adding that “we need to also agree my split vis a vis [the 

Intermediary Company].”  Then Berko asserted that all milestone payments due had already been 

paid:  “With regards to invoices there is not one that can be raised at this stage . . . . Based on the 

schedule [$1 million] was for signing and [$1 million] was for parliamentary approval . . . and 

last will be based on [the receipt of the Letter of Credit].” 

b. The Intermediary Senior Executive continued to demand the additional payment.  

Later that day, he emailed Berko: “[The] deal is for [$5 million] and hence the historical 

[$500,000] + [$1.5 million] and not [$1 million] + [$1 million] . . . . [Therefore] there is [$1.5 

million] due now (parliament) and another [$1.5 million for the Letter of Credit].”  Berko again 

disputed the amounts owed:  “As far as I was concerned [the Energy Company] did not agree to 

5 million and they are also saying the same thing.  I will chalk down to misunderstanding rather 

than a devious attempt to screw anyone out of cash.  I am doing my best to manage a relationship 

that will pay everyone millions of dollars and I hope it is appreciated as [it] is not easy to get 

counterparts that will pay out 2 million without a transaction closing.” 

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c. Berko knew, or was reckless in not knowing, that the funds discussed in these 

email communications were to be used to bribe government officials and/or otherwise facilitate 

the bribe scheme. 

64. Berko, the Intermediary Company Executives, and the Energy Company 

Executives continued to advance their corrupt bribery scheme – often by email – through August 

2016.  For example: 

a. On August 4, 2015, the Intermediary Executive emailed the Energy Company 

CEO requesting another $250,000.  The Intermediary Executive implied that he intended to use 

all or part of this money to bribe Government Official 1, whom he noted “is also waiting for the 

‘holy rain’ and would appreciate it sooner rather than later.”  The Intermediary Executive then 

forwarded this email to Berko, who responded:  “Reply and copy me in saying adding Asante 

[Berko].  Gmail only!”  Berko’s instruction to use his personal email (Gmail) only served to 

remind his colleagues that his work email was monitored by his firm’s compliance department. 

b. On August 5, 2015, the Energy Company CEO replied to Berko and the 

Intermediary Executive and disputed the payment because “we have discussed but never agreed 

on the issue” and they need “to delay this topic until finalization of our agreement.” 

c. On August 17, 2015, the Intermediary Executive again forwarded to the Energy 

Company CEO his August 4, 2015 email requesting the $250,000 in bribe money, stating: 

“Please find as discussed.”  The Energy Company CEO answered, copying Berko, “asking for 

details of this request” and that he “would check it with [the Energy Company CFO].” 

d. On October 19, 2015 the Energy Company transferred $250,000 to the 

Intermediary Company.  The Energy Company wired the funds from its bank account in Turkey, 

through a New York-based correspondent bank, to the bank account of Intermediary Employee 

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1.  A copy of the bank transfer information was contemporaneously emailed to the Intermediary 

Executive. 

65. In addition to the payments detailed above, Berko and the Intermediary Executive 

also bribed Government Official 2, various members of the Ghanaian parliament, as well as 

several other government officials whose assistance they needed to win approval for the Power 

Plant Project.  Berko, the Intermediary Executive, and the Energy Company CEO discussed 

these bribes in a series of emails sent between August 28, 2015 and September 2, 2015.   

66. For example, on August 28, 2015, the Intermediary Executive invoiced the 

Energy Company Executives $210,000 for “substantial payments made” in furtherance of the 

bribery scheme and asked that they “kindly perform your magic.”  These payments included: 

a.  a $10,000 payment to Government Official 2;  

b. three payments of $20,000 each ($60,000 in total) to various employees at the Ministry 

of Power, the Government Utility Company, and the Government Power Grid Company;  

c.  $25,000 to the “power team” (i.e., employees of various government agencies 

responsible for power related projects);  

d.  $30,000 for members of the Ghanaian parliament;  

e.  $35,000 for Berko; and  

f.  $45,000 for employees of various government agencies that visited Turkey to assess 

the Power Plant Project.   

67. On September 1, 2015, the Energy Company CEO replied, copying Berko, 

approving the payments for Government Official 2 and Berko and rejecting others before 

offering $105,000 to “conclude all outstanding payments.”  The Intermediary Executive then 

proceeded to justify the original invoice: 

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a. “[Government Utility Company employees] have so far received 120K, 100K 

from u and 20K from Asante [Berko].  Each inspector that visited Turkey was given 5K on top 

of the flight and accommodation.  Total expenditure was over 45K.” 

b. “The [Ministry of Power] girls have been promised 30K in total . . . That’s 10k 

each when we get [the Letter of Credit].  They have received 20k so far.  These ladies are most 

vital to our communication and information acquisition.” 

c. “Parliament was all paid by Asante [Berko].  He actually added another 10k on 

his last visit as he had promised this to the guys.  The whole 30k requested is due him.  I know 

he paid more than that. (Approximately 46k that I know of!).” 

d. “The power team was very receptive after I started agreeing payments with them.  

The payments were staggered and settled fully when we had a contract agreed.  They were 8 in 

all … Average payment was only 3k!  The important ones like [the Government Electricity 

Company] and the [Ministry of Power] received 5k.” 

e. [Government Power Grid Company] . . . . The number of times we have visited 

them and the number of engineers we have interacted with!!  Each time they were sorted out to 

make sure we got the correct information and assistance.  Why would even think 5k?” 

68. The Intermediary Executive concluded by demanding $250,000, which “will put 

us on even ground.”  On September 2, 2015, the Energy Company CEO requested that Berko 

mediate, stating that he would “follow exactly what Asante will comment [on the Intermediary 

Executive’s email].”  In turn, Berko proposed “150,000 to 200,000 to settle and close this 

matter.”  When the Energy Company CEO countered with a $140,000 offer, Berko responded 

“Matter settled.” 

69. On September 4, 2015, the Energy Company transferred $140,000 to the 

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Intermediary Company.  The Energy Company wired these funds from its bank account in 

Turkey, through a correspondent bank account in New York, to the bank account of Intermediary 

Employee 1.   

70. As a result of these and other communications, and his personal involvement in 

the scheme, Berko knew, or was reckless in not knowing, that all or most of the funds paid to the 

Intermediary Company by the Energy Company were used for bribing, or reimbursing bribes 

already paid to, Ghanaian government officials in return for their approval of the Power Plant 

Project. 

Additional Payments Made by the Energy Company to Advance the Bribery Scheme 

71. By at least July 2015, Berko knew that the Intermediary Company Executives had 

enlisted Intermediary Employee 1 to assist them in the bribery scheme.  For example, on 

September 1, 2015, when Berko, the Intermediary Executive, and the Energy Company CEO 

debated how much of the bribe payments made by the Intermediary Company should be 

reimbursed to the Intermediary Company, the Intermediary Executive requested “a little extra 

[to] put a smile on [Intermediary Employee 1’s] face for his contributions thus far as well.”   

72. Between September 2015 and October 2015, the Energy Company transferred at 

least $900,000 to the Intermediary Company.  On information and belief, these payments were 

made to reimburse the Intermediary Company for bribes it had paid; to pay additional bribes; 

and/or to otherwise facilitate the bribery scheme.  The Energy Company wired these funds from 

its bank account in Turkey, through a correspondent bank account in New York, to the bank 

account of Intermediary Employee 1.  These payments included: 

a. A September 4, 2015 payment of $140,000 from the Energy Company to the bank 

account of Intermediary Employee 1 (as described in paragraph 69 above). 

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b. An October 9, 2015 payment of $180,000 from the Energy Company to the bank 

account of Intermediary Employee 1. 

c. An October 19, 2015 payment of $250,000 from the Energy Company to the bank 

account of Intermediary Employee 1 (as described in paragraph 64.d above). 

d. A December 21, 2015 payment of $130,000 from the Energy Company to the 

bank account of Intermediary Employee 1. 

e. A February 25, 2016 payment of $200,000 from the Energy Company to the bank 

account of Intermediary Employee 1.   

 Berko and the Energy Company Planned to Pay Additional Bribes in the Future 

73. During October 2015, the parent company of the Energy Company contracted to 

pay the Intermediary Company up to $42 million over five years for various purported services, 

none of which justified the $42 million fee.  Rather, the purported services were a pretext for the 

true purpose of the fee: to allow the Intermediary Company to pay or reimburse bribes in order to 

obtain additional regulatory benefits (including a tax exemption waiver worth millions of dollars 

and a government-backed letter of credit) for the Energy Company.  Berko knew, or was reckless 

in not knowing, that for the Energy Company to obtain the specified regulatory benefits, the 

Intermediary Company would likely need to bribe government officials.  And in fact Berko and 

the Energy Company Executives drafted the contract in a way that encouraged the Intermediary 

Company to bribe government officials: payments to the Intermediary Company were 

conditioned on it actually obtaining the sought-after governmental concessions.  Thus, the 

Intermediary Company would have to obtain these regulatory benefits for the Energy Company 

before it could collect any part of the $42 million. 

74. Berko played a central role in negotiating the contract, which he kept hidden from 

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the Subsidiary.  From at least September 2015 to October 2015, exclusively using his personal 

email account, he reviewed, commented on, and edited various drafts of the agreement including 

as follows: 

a. On September 7, 2015, the Intermediary Senior Executive emailed the Energy 

Company CEO, copying the Intermediary Executive and Berko, requesting that he sign the 

attached contract.  The Energy Company CEO, however, made additional edits to the contract, 

adding that “we are fed up of waiting for satisfaction of the [conditions precedent] in the 

[contract].” 

b. On September 8, 2015, Berko emailed the Energy Company CEO and the 

Intermediary Executive adding his own recommendations about the terms of the contract. 

c. On September 11, 2015, legal counsel for the Energy Company emailed legal 

counsel for the Intermediary Company to confirm that the proposed service fees in the contract 

would be reduced if the Energy Company did not receive the tax exemption or the Letter of 

Credit.  When the Intermediary Company rejected any adjustment to the fees, the Energy 

Company CEO forwarded the email to Berko and voiced his displeasure.  Berko responded to the 

Energy Company CEO, copying the Intermediary Executive:  “I do not understand the point of 

renegotiation [and] it should not even be brought up.  Basically if you do not get the [Letter of 

Credit] or tax waiver this contract is null and void.” 

d. Discussions on the contract continued throughout September 2015, with Berko 

included on many of the communications.  On September 28, 2015, after numerous 

communications concerning the terms of the contract, the Intermediary Executive provided 

comments on the most recent draft of the contract to the Energy Company CEO and Berko and 

asked that they forward the final versions for signature.  The next day, the Energy Company 

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CEO emailed the Intermediary Executive, the Intermediary Senior Executive, and Berko the final 

version for signature.  On or about September 29, 2015, the Intermediary Executive signed the 

contract and emailed a copy to Berko and the Energy Company CEO. 

e. On or about September 29, 2015, the Energy Company CEO emailed the 

Intermediary Executive and Berko:  “Now that the contract nightmare is over we would like to 

concentrate all our efforts for the [Letter of Credit] together with you and Asante . . . . We are 

coming with [another Energy Company employee] on Monday and hopefully Asante will be 

there as well.”  On October 1, 2015, the Energy Company CEO emailed Berko and the 

Intermediary Company Executive the contract with his signature on behalf of the Energy 

Company’s parent company. 

75. Despite agreeing to the contract, the relationship between the Energy Company 

and the Intermediary Company continued to deteriorate.  On July 11, 2016, the Intermediary 

Executive emailed the Intermediary Senior Executive and the PEP two “Final invoices,” one for 

$2 million and the second for $1 million, to be sent to the Energy Company.  On September 8, 

2016, the Energy Company wired $1 million to the Intermediary Company as payment for the 

second invoice. 

Berko Sought to Circumvent the Legal and 
Compliance Controls at the Subsidiary and the Holding Company 

 

76. At all times, Berko acted to keep the bribery scheme hidden from legal and 

compliance personnel at the Subsidiary and the Holding Company by circumventing their 

internal controls, including but not limited to their anti-bribery and other anti-corruption policies.  

For example: 

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a. Berko circumvented the anti-bribery policy, which prohibited employees from 

“providing anything of value to obtain or retain business” to, among others, “public officials,” 

“employees of state-owned enterprises,” and “clients/customers.” 

b. Berko circumvented the policy on Engaging Intermediaries/Finders, which 

required employees to disclose to compliance personnel any payments to intermediaries or to 

politically exposed persons relating to transactions requiring Holding Company committee 

approval.  Berko, who received a copy of the policy knew, or was reckless in not knowing, that 

the Intermediary Company and the PEP should have been disclosed to compliance personnel 

under this policy, but deliberately kept their involvement hidden. 

c. Berko circumvented his employer’s policy on email use, which required 

employees to use only company-approved email and text messaging for any work related 

business.  Berko knew that compliance personnel could review his email and other documents as 

part of their due diligence on the Power Plant Project.  To evade such scrutiny of his conduct, 

Berko deliberately used his personal email when facilitating the bribery scheme. 

d. Berko circumvented his employer’s Policy on Outside Activities, which required 

firm approval for any compensated activities "before engaging in any Outside Activity," "for 

which the individual is or anticipates being compensated." Berko, who received $2 million from 

the Energy Company for facilitating the bribery scheme (while he was employed by the 

Subsidiary) purposefully hid these payments from the Subsidiary to avoid detection of the 

bribery scheme. 

77. Berko withheld essential information from a critical document used by the 

Holding Company to evaluate the Power Plant Project.  This document, called a Posting Memo, 

was typically prepared for most significant investment banking transactions and was routinely 

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provided to the appropriate Holding Company committee so it could assess the transactions.  

During October 2015, the Deal Team prepared a Posting Memo concerning the Power Plant 

Project for a Committee of the Holding Company to make an interim evaluation of the proposed 

transaction.  Berko knew, or was reckless in not knowing, that this Committee consisted of 

senior members of the Subsidiary and the Holding Company, at least some of whom were based 

in New York. 

78. On or about October 1, 2015, a Deal Team member prepared an initial draft of the 

Power Plant Project Posting Memo and circulated it among the other members of the Deal Team 

and to other departments within the Subsidiary.  Each Deal Team member was expected to 

review the Posting Memo and provide input according to their knowledge or expertise.   

79. The Posting Memo contained a section entitled “Intermediaries and Finders” that 

asked whether (1) the Subsidiary, its client or other person involved in the transaction had 

compensated an intermediary; and (2) whether the Subsidiary, its client or other person engaged 

or compensated an advisor with a familial or other close relationship to a current or former 

government official or employee involved in the transaction.  The memo answered “No” to both 

questions.  The Deal Team member who authored the draft did not know about the involvement 

of the PEP in the Power Plant Project and relied upon the Deal Team members familiar with the 

Intermediary Company – i.e. Berko – to add any necessary disclosure about the role of the PEP 

and the Intermediary Company in the deal to the Posting Memo.   

80. Berko, who reviewed both drafts and the final version of the Posting Memo, 

purposely withheld the information that (i) the Subsidiary’s client (the Energy Company) had 

compensated a third party (the Intermediary Company) to provide typical intermediary services 

(i.e. advising on and/or obtaining permits and licenses from the government); and (ii) he knew or 

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was reckless in not knowing or should have known based on all the circumstances that the PEP  

was closely associated with the Intermediary Company.  Berko withheld this information when 

he reviewed the Posting Memo because he knew that if he disclosed the role of the Intermediary 

Company or the PEP, the Holding Company would order further diligence into the Power Plant 

Project and possibly discover the bribery scheme. 

Berko Tried to Mislead Compliance Personnel 
About the Involvement of the Intermediary Company 

 
81. On October 21, 2015, after reviewing the Posting Memo, a Committee of the 

Holding Company provided interim approval for the Power Plant Project.  Even so, to further 

assess the potential reputational risks and other concerns associated with the Project, the 

Committee designated the deal as “significant and complex” and required additional due 

diligence before any final approval.   

82. During March 2016, as part of the enhanced due diligence required by the 

Holding Company Committee, compliance personnel conducted a review of Berko’s work 

emails and uncovered the involvement of the Intermediary Company.   

83. At first, Berko downplayed the Intermediary Company’s role to Subsidiary 

compliance personnel, stating that “[i]t is a company that [the Energy Company] was speaking to 

initially to outsource some local work,” and asserting that it “had not finalized any arrangement 

and I am not sure where the company’s current role is or will be.”   

84. In or about April 2016, compliance personnel referred the matter to the 

Subsidiary’s legal department, which convened a team of both legal and compliance personnel to 

investigate the matter further.   

85. During May 2016, at the direction of legal and compliance personnel, the Deal 

Team asked the Energy Company to clarify the Intermediary Company’s role and to identify all 

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payments it had made to the Intermediary Company.  The Energy Company CEO stated  that the 

Intermediary Company had initially provided local support (e.g., responses from government 

departments, visas, office space and accommodation) for which it had been had paid about 

$300,000, but failed to disclose the true role of the Intermediary Company – facilitating the 

bribery scheme.  He further added the Energy Company no longer needed the Intermediary 

Company’s services and now anticipated making a final $200,000 to $300,000 “walk away” 

settlement payment, but again failed to disclose that the Energy Company had contracted to pay 

the Intermediary Company up to $42 million to obtain additional regulatory benefits.   

86. Berko never disclosed to compliance personnel the actual role of the Intermediary 

Company, the Energy Company or his own role in arranging the bribery scheme.  Instead, Berko 

assisted the Energy Company CEO by drafting false and misleading responses to the questions 

posed by the compliance personnel.   

87. For example, on May 3, 2016, a Deal Team member, at the direction of 

compliance personnel, emailed the Energy Company CEO the following question concerning the 

Intermediary Company:  

Could you please detail why you contemplated keeping the [Intermediary Company] as a 
subcontractor when they were no longer part of the [joint venture] plan in Mar-2016?  
Could you please provide some colour on why you ultimately decided not to use [the 
Intermediary Company]?  
 
88. On May 4, 2016, the Energy Company CEO drafted a response that he forwarded 

to Berko (using Berko’s personal email) for his review.  On May 5, 2016, Berko responded to the 

Energy Company CEO, adding the language (italicized below) to the Energy Company CEO’s 

proposed draft: 

They were quite useful to us last year.  They were crucial in going around to the 
responses from government departments, arranging temporary work entry for our 
engineers and workers, environmental assessment, providing office space and 

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accommodation.  We also needed them to get temporary fuel storage and to arrange the 
local logistics in bringing fuel to the country.  The fuel business can only be done with 
local companies that are licensed to so [sic] and they introduced us to a company that 
could help.  However as we got localized in Accra, our team lead by our Project Manager 
in Ghana started to accumulate local relationship and therefore need for such local 
services became obsolute [sic] for us.  And [the Subsidiary] was very against us doing 
business with their fuel partner as they were linked to the brother of [a very senior 
Ghanaian government official].  We felt confident as time passes by to sort things out 
with our own team on the ground and therefore substantially started to decrease the 
services requested from [the Intermediary Company].  Now the relationship has broken 
down as they want more work which we are not allowed by our financing bank to give 
out without a tender and we also have lost trust in the partnership. We informed them in 
March that we will like to terminate business and are now at the stage to finalize a 
settlement with them. (emphasis added). 
 
89. Upon receiving Berko’s proposed edits, the Energy Company CEO responded 

that he “was not happy to put anything [about the brother of the very senior Ghanaian 

government official]. . . . What if [the Subsidiary] wants to me to show the termination 

documentation?  That’s why I took out the last sentence…. [please] comment.”  Shortly 

thereafter, the Energy Company CEO answered the Subsidiary incorporating most of the 

language that Berko had suggested (but excluding the sentence concerning the brother of the 

very senior Ghanaian government official). 

90. Despite Berko’s efforts, the Deal Team continued to question the Energy 

Company about the Intermediary Company’s services and payments.  In late May 2016, the 

Energy Company CEO refused to answer any further questions concerning the Intermediary 

Company, essentially ending the Energy Company’s cooperation with the Subsidiary.   By 

August 2016, compliance personnel effectively terminated the Subsidiary’s involvement in the 

Power Plant Project.   

Berko’s Ongoing Relationship with the Energy Company 

91. On December 7, 2016, Berko tendered his resignation to the Subsidiary, which 

became effective on or about March 6, 2017.    Berko continued to assist the Energy Company in 

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the Power Plant Project after his resignation from the Subsidiary.  Between September 2016 and 

February 2017, the Energy Company paid Berko $2 million as compensation for arranging the 

bribery scheme: $500,000 on September 28, 2016; $500,000 on December 7, 2016; $500,000 on 

December 20, 2016; and $500,000 on February 14, 2017.  The Energy Company wired these 

funds from its bank account in Turkey through a correspondent bank in New York to Berko’s 

bank account in Ghana.  Berko never disclosed to the Subsidiary either his ongoing work for, or 

his compensation from, the Energy Company.   

92. The Power Plant Project began commercial operations in 2017. 

FIRST CLAIM  

Berko Violated the Anti-Bribery Provisions of the Foreign Corrupt Practices Act  
Exchange Act Section 30A, 15 U.S.C. §78dd-1 

 
93. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 92 above as if set forth fully herein. 

94. By engaging in the corrupt transactions described above, Berko, who was an 

employee and/or agent of the Holding Company, a United States issuer, made use of the mails or 

other means or instrumentalities of interstate commerce corruptly in furtherance of an offer, 

payment, promise to pay, or authorization of the payment of, any money,  offer, gift, promise to 

give, or authorization of the giving of anything of value to foreign officials for the purpose of 

influencing their acts or decisions in their official capacity, inducing them to do or omit to do any 

action in violation of their lawful duties, securing an improper advantage, or inducing such 

foreign officials to use their influence with foreign governments or instrumentalities thereof to 

affect or influence any act or decision of such government or instrumentality, in order to assist 

the Holding Company in obtaining or retaining business.  

 

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SECOND CLAIM 

Berko Aided and Abetted the Holding Company’s Violations of the Anti-Bribery 
Provisions of the Foreign Corrupt Practices Act 

Exchange Act Section 30A, 15 U.S.C. §78dd-1 
 

95. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 92 above as if set forth fully herein. 

96. The Holding Company violated Section 30A of the Exchange Act when it made 

use of the mails or other means or instrumentalities of interstate commerce corruptly in 

furtherance of offers, payments, promises to pay, or authorizations of the payments of, any 

money, offer, gift, promise to give, or authorizations of the giving of anything of value to foreign 

officials for the purposes of influencing their acts or decisions in their official capacity, inducing 

them to do or omit to do any action in violation of their lawful duties, securing an improper 

advantage, or inducing such foreign officials to use their influence with foreign governments or 

instrumentalities thereof to affect or influence any act or decision of such government or 

instrumentality in order to assist the Holding Company in obtaining or retaining business while 

engaging in the corrupt transactions described above. 

97. Through his conduct described above, Berko knowingly or recklessly provided 

substantial assistance to the Holding Company in its violations of Section 30A of the Exchange 

Act. 

98. By reason of the foregoing, Berko violated Section 20(e) of the Exchange Act [15 

U.S.C. §78t(e)] and Section 30A of the Exchange Act [15 U.S.C. §78dd-1] by aiding and 

abetting the Holding Company’s violations of Section 30A of the Exchange Act [15 U.S.C. 

§78dd-1]. 

 

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36 
 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests a Final Judgment that: 

A. Permanently restrains and enjoins Berko and each of his agents, servants, employees and 

attorneys and those persons in active concert or participation with them who receive actual notice 

of the injunction by personal service or otherwise, including facsimile transmission or overnight 

delivery service, from directly or indirectly engaging in the conduct described above, or in 

conduct of similar purport and effect, in violation of: Exchange Act Section 30A [15 U.S.C. 

§78dd-1]; 

B. Requires Berko to disgorge his ill-gotten gains, plus pre-judgment interest; 

C. Orders Berko to pay appropriate civil penalties pursuant to Section 21(d)(3) of the 

Exchange Act [15 U.S.C. §78u(d)(3)]; 

D. Retains jurisdiction over this action to implement and carry out the terms of all orders 

and decrees that may be entered; and, 

E. Grants such other and further relief as the Court may deem just and proper. 

  

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37 
 

JURY DEMAND 

The Commission hereby demands a trial by jury on all claims so triable. 

Dated: April 13, 2020   On behalf of the Commission,  
  
          //s//  Alicia Reed  
 Alicia Reed (NY Bar No. 4913596) 
 Kathleen B. Shields (MA Bar No. 645910)* 
 Paul Block (MA Bar No. 551158)*  
 Asita Obeyesekere (D.C. Bar No. 451637)* 
 Attorneys for Plaintiff 
 SECURITIES AND EXCHANGE COMMISSION 
 Boston Regional Office 
 33 Arch Street, 24th Floor 
 Boston, Massachusetts  02110 
 (617) 573-5915 (Reed direct) 
 (617) 573-4590 (fax) 
 [email protected]; [email protected] 
 
 *Not admitted in E.D.N.Y. 

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