U.S. investigators did not appear to regard the controversial $42 million consultancy arrangement linked to the AKSA power project in Ghana as merely a large commercial advisory contract.
According to allegations contained in U.S. court documents, the consultancy was viewed as part of a broader scheme in which payments to a Ghanaian consulting company allegedly provided a vehicle for facilitating and concealing bribes connected to the proposed power project.
The distinction is important. A large consultancy fee is not, by itself, evidence of bribery, and the existence of a contract does not establish criminal wrongdoing.
The U.S. allegations instead point to what investigators considered a combination of factors: the unusually large fees, payments tied to government and project milestones, the nature of the services described to a financing institution, communications involving Ghanaian officials, transfers through intermediary accounts and what prosecutors alleged were misleading explanations during due diligence.
At the centre of the allegations was a proposed power project involving a Turkish energy company, the Government of Ghana and financing arrangements estimated at about $190 million, together with a $75 million letter of credit.
A consultancy that grew into a $42m arrangement
The consultancy agreement did not begin at $42 million.
According to the U.S. allegations, drafts circulated in April 2015 contemplated a variable annual payment to a Ghanaian consulting company based on fees payable to the Turkish energy company under the Emergency Power Agreement (EPA), with a minimum of $10 million a year.
The proposed consultant was also to be reimbursed for expenses and was described as performing functions including acting as a liaison with the Government of Ghana and state-owned entities during EPA negotiations.
Financial models supplied to a U.S. financial institution reportedly projected annual payments of about $9.7 million to the Ghanaian consulting company, based on anticipated electricity generation.
By late May 2015, the proposed arrangement had acquired another significant feature: a $5 million payment linked to execution of the EPA.
Later discussions cited in the U.S. case allegedly show that the $5 million was divided into milestone payments connected to events including agreement on the EPA, signing of the agreement, finalisation of the letter of credit and commencement of plant operations.
None of those features is inherently unlawful. Success fees and milestone payments are common commercial arrangements.
The issue for investigators was what the payments were actually intended to secure.
From $25m negotiations to $42m
The consultancy’s value continued to change during negotiations.
In August 2015, according to the allegations, the parties discussed different payment levels, including a $25 million proposal that was rejected.
After a meeting in London around August 15, the parties allegedly settled on a contract providing for total payments of $42 million through milestone and periodic payments.
The variable annual payment mechanism contained in earlier drafts was removed.
The final agreement was executed by the Turkish holding company and the Ghanaian consulting company on or about September 29, 2015.
The timing attracted particular attention because the Government of Ghana and the Turkish energy company had signed the EPA on or about August 10, 2015.
For investigators, therefore, the significance of the contract was not simply that it was worth $42 million.
It was that large payments were allegedly connected to milestones involving government approval and the progression of the power project.
Bankers began questioning the payments
The consultancy arrangement also came under scrutiny from the U.S. financial institution considering financing for the project.
By June 2015, according to the allegations, bankers had begun asking the Turkish energy company about payments to the Ghanaian consulting company appearing in financial models.
The explanation reportedly described the Ghanaian company as the Turkish company’s “local partner”, with its tangible contribution characterised as assistance with local arrangements, housing, security, permitting advice and other local services.
That explanation became significant because investigators later compared it with the scale and structure of the consultancy arrangement.
The U.S. case alleges that the financial institution was effectively presented with a much smaller picture of the consultancy’s role than the one contained in the $42 million agreement.
Due diligence uncovered wider communications
The scrutiny intensified during a due diligence review conducted in late 2015 and early 2016.
The variable annual payment mechanism contained in earlier drafts was removed.
The final agreement was executed by the Turkish holding company and the Ghanaian consulting company on or about September 29, 2015.
The timing attracted particular attention because the Government of Ghana and the Turkish energy company had signed the EPA on or about August 10, 2015.
For investigators, therefore, the significance of the contract was not simply that it was worth $42 million.
It was that large payments were allegedly connected to milestones involving government approval and the progression of the power project.
Bankers began questioning the payments
The consultancy arrangement also came under scrutiny from the U.S. financial institution considering financing for the project.
By June 2015, according to the allegations, bankers had begun asking the Turkish energy company about payments to the Ghanaian consulting company appearing in financial models.
The explanation reportedly described the Ghanaian company as the Turkish company’s “local partner”, with its tangible contribution characterised as assistance with local arrangements, housing, security, permitting advice and other local services.
That explanation became significant because investigators later compared it with the scale and structure of the consultancy arrangement.
The U.S. case alleges that the financial institution was effectively presented with a much smaller picture of the consultancy’s role than the one contained in the $42 million agreement.
Due diligence uncovered wider communications
The scrutiny intensified during a due diligence review conducted in late 2015 and early 2016.
That alleged discrepancy became one of the central reasons the consultancy was viewed with suspicion.
The alleged $250,000 reimbursement
The U.S. case also points to an August 2015 correspondence that allegedly requested $250,000 as reimbursement for payments previously made to Ghanaian officials and others.
The document reportedly contained a breakdown of alleged payments, including amounts attributed to visa payments, PURC, GRIDCo engineers, three Ministry of Power officials described as “MoP Girls”, Parliament, travel to Turkey and an amount described as “Asante personal”.
The alleged list also referred to another Ghanaian official and a larger amount allegedly discussed for a senior adviser.
The parties reportedly disputed the requested $250,000 and eventually agreed to $140,000.
According to the allegations, the $140,000 was transferred on September 4, 2015 from an account belonging to the Turkish energy company to an account held by an employee of the Ghanaian consulting company.
Six days later, approximately $99,900 was allegedly transferred from that account to another account associated with Berko.
The alleged sequence became significant because it appeared to investigators to connect project funds, intermediary consultancy accounts and an account associated with Berko.
Other alleged payments and transfers
The U.S. case also identifies several other transactions that prosecutors say formed part of the financial trail.
On June 11, 2015, $75,000 was allegedly transferred from Ghana Consulting Company 2 to a Ghanaian account in Berko’s name.
Approximately $50,000 was subsequently transferred from that account to his U.S. bank account, according to the allegations.
The case further alleges that about $99,900 was transferred to another Berko account in September 2015, while approximately $194,000 was transferred to another account associated with him in March 2016.
Between September and December 2016, prosecutors allege, the Turkish energy company transferred $1.5 million to a Berko-linked account in Ghana.
Another $500,000 was allegedly transferred to the same account on February 14, 2017.
These transactions, rather than the consultancy agreement alone, formed part of the financial evidence cited in the U.S. proceedings.
Why investigators characterised it as bribery
The U.S. allegations ultimately rest on a cumulative picture.
First was the extraordinary scale of the consultancy compensation. Early drafts contemplated annual payments approaching $10 million, while the eventual agreement fixed total milestone and periodic payments at $42 million.
Second was the connection between some payments and government-related milestones, including the EPA, letter of credit and commencement of plant operations.
Third was the alleged difference between the actual consultancy arrangement and the much smaller description of the company’s activities provided to the financing institution.
Fourth were communications allegedly involving the consulting company, Berko and Ghanaian officials.
Fifth were the alleged transfers of money through consultancy-related accounts into accounts associated with Berko.
Sixth was the alleged use of consulting companies to channel or disguise payments that prosecutors characterised as bribes.
Finally, investigators placed considerable weight on what they alleged was the failure to disclose the $42 million agreement during the financial institution’s compliance review.
It was this combination—not simply the existence of a $42 million consultancy contract—that appears to have driven the U.S. investigators’ bribery characterization.
More than $700,000 in alleged bribes
The broader U.S. case alleges that more than $700,000 in bribes was paid or arranged for Ghanaian officials and other individuals to influence the approval, award and implementation of the power project.
One example cited in the allegations involved five Ghanaian officials who travelled to Turkey to inspect equipment proposed for the plant.
According to prosecutors, their flights and hotel expenses were paid and each official allegedly received $5,000, amounting to $25,000 in alleged cash payments apart from travel and accommodation.
The officials allegedly subsequently prepared a favourable assessment of the equipment.
The timing was significant to investigators because the alleged payments occurred while the Turkish company was seeking approval for the project.
The financing never materialised
The U.S. financial institution ultimately did not provide financing to the Turkish energy company or Ghana for the power project.
Berko notified the institution of his intention to leave in December 2016, and his employment ended on March 6, 2017.
The legal significance of the case, however, rests on the allegations and evidence presented by U.S. prosecutors rather than on the existence of the consultancy agreement itself.
A consultancy can legitimately involve substantial compensation, government liaison and milestone payments. Likewise, transfers between business accounts are not automatically evidence of bribery.
The investigators’ theory was that, in this particular transaction, those otherwise legitimate commercial features were allegedly combined with concealed payments, misleading explanations and money movements that pointed to an improper purpose.
That is why the $42 million figure became central to the U.S. scrutiny: not because a $42 million consultancy is inherently unlawful, but because prosecutors alleged that the contract functioned as part of a wider mechanism for making and concealing improper payments connected to a government-linked power project.
The allegations should not be taken as a finding that every payment under the consultancy was a bribe or that the existence of the contract alone proves criminal conduct.
The critical legal questions concern the purpose of individual payments, the knowledge and intent of those involved, and whether the consultancy was actually used to facilitate improper payments.
Those distinctions are essential in understanding why U.S. investigators treated the AKSA-related consultancy as a potential bribery vehicle rather than simply as an expensive commercial advisory arrangement.
