A non-US subsidiary of a US company has an opportunity to do business in Syria, but it has a US citizen on its board of directors. Can the subsidiary proceed with the opportunity?
- Has the US board member been directly involved in the business with Syria? OFAC guidance indicates that the presence of a US board member does not necessarily preclude the entity from doing business with a sanctioned individual or entity.
- The company should “firewall” the US director from all discussions and decisions regarding the activity.
- The company may want to consider a blanket recusal policy for the US director from all business involving Syria. This will prevent case-by-case abstentions which can be considered a prohibited facilitation.