Criminal Liability of Managers

For offences committed in the course of a company’s activities, criminal liability rests not with the company but with the natural persons who committed them. Since criminal sanctions cannot be imposed on legal entities, investigations focus on managers and employees.

Personal Liability

Criminal liability is personal; no one can be punished for another’s act (Turkish Criminal Code Art. 20). Being a board member, general manager or authorised signatory is therefore not in itself enough to be held liable for an offence committed in the company. Liability requires:

• Committing the act personally,
• Participation by instigation, assistance or joint commission,
• Failure to prevent a result one had a legal duty to prevent (omission).

Common Cases

• Tax offences: Issuing and using fake invoices,
• Fraud and breach of trust: Aggravated fraud, breach of trust,
• Bribery and corruption: Bribery,
• Information and data: Data-related offences, disclosure of trade secrets,
• Company law: Sanctions under the Turkish Commercial Code, such as breach of the shareholder borrowing prohibition.

Defence

• Allocation of duties: Who took which decision and who was responsible for which transaction should be demonstrable through internal directives, authority matrices and correspondence; see Internal Directive.
• Intent and knowledge: Whether the manager knew of the act and had intent is decisive.
• Early action: Meeting defence counsel before giving a statement and knowing the rights of the suspect affect the course of the investigation.
• Effective repentance: In many economic offences, compensating the loss significantly reduces the penalty; see Effective Repentance.

In addition to criminal liability, managers may also face civil liability; see Directors’ Liability.