Q2 2025 Regulatory Roundup: Key Developments for Turkish Businesses in the United States

Q2 2025 (April–June) was a period of significant regulatory activity across multiple domains affecting Turkish businesses and investors in the United States. From the ongoing FTC noncompete litigation to CFIUS enforcement actions, immigration processing updates, and tax filing deadlines, Turkish companies had a full compliance agenda.

This roundup synthesizes the most important Q2 2025 developments and their implications for Turkish businesses heading into Q3.

The FTC's noncompete rule — which would ban most noncompete agreements for U.S. workers — remained blocked by a federal court injunction throughout Q2 2025. The Fifth Circuit Court of Appeals heard oral arguments in the case, with a decision expected in Q3 or Q4 2025.

Action items for Turkish employers:

• Continue monitoring the litigation
• Audit existing noncompete agreements for enforceability under applicable state law
• Strengthen trade secret protections, NDAs, and non-solicitation agreements as alternatives to noncompetes

New York expanded its Freelance Isn't Free Act in Q2 2025, requiring written contracts for freelance engagements worth $250 or more (reduced from $800). Turkish companies that engage independent contractors in New York must ensure written contracts are in place.

The Department of Labor's updated overtime rule — raising the salary threshold for overtime exemptions — continued to be implemented in Q2 2025. Turkish companies with U.S. employees earning between $35,568 and $58,656 annually should review their overtime classification.

The SEC continued its aggressive enforcement of private placement fraud in Q2 2025, bringing several enforcement actions against issuers who misrepresented material facts in Regulation D offerings.

Action items for Turkish investors:

• Conduct thorough due diligence before investing in Regulation D offerings
• Be cautious of offerings that promise unusually high returns
• Verify that issuers have filed Form D with the SEC

FINRA issued updated guidance on broker-dealer obligations in cross-border transactions in Q2 2025. Turkish companies that use U.S. broker-dealers for capital raising should ensure their broker-dealers are FINRA-registered and compliant.

USCIS announced the results of the FY2026 H-1B cap lottery in Q2 2025. Selected registrants had until June 30, 2025 to file their H-1B petitions. Turkish nationals who were selected in the lottery and have not yet filed should do so immediately.

Key statistics:

• Total registrations: Approximately 470,000
• Selected registrations: Approximately 85,000 (regular cap + master's cap)
• Selection rate: Approximately 18%

The U.S. Consulate in Istanbul continued to process E-2 Treaty Investor Visa applications in Q2 2025. Processing times ranged from 2 to 6 months, depending on the complexity of the application and consular workload.

Action items for Turkish E-2 applicants:

• Ensure the investment is fully at risk before filing
• Prepare comprehensive documentation of the investment and business plan
• Engage experienced immigration counsel

USCIS continued to process EB-5 petitions under the 2022 Reform and Integrity Act framework. Key Q2 2025 developments:

• Several Regional Centers received compliance inquiries from USCIS under the Integrity Fund framework
• USCIS issued updated guidance on the rural set-aside category

CFIUS continued its aggressive enforcement posture in Q2 2025:

• Post-closing reviews: CFIUS initiated additional post-closing reviews of transactions that were not voluntarily filed
• Real estate: CFIUS issued several orders requiring divestiture of real estate near military installations
• Technology: CFIUS scrutiny of AI and semiconductor transactions remained intense

Action items for Turkish acquirers:

• Conduct CFIUS risk assessments before signing acquisition agreements
• Consider voluntary filings for transactions with potential CFIUS issues
• Ensure compliance with existing CFIUS mitigation agreement obligations

The FTC and DOJ Antitrust Division remained active in merger review in Q2 2025:

• Several transactions in the healthcare and technology sectors received second requests
• The agencies issued updated merger guidelines that increased scrutiny of vertical transactions

The IRS continued its focus on transfer pricing enforcement in Q2 2025, with several large transfer pricing adjustments announced. Turkish companies with significant intercompany transactions should ensure their transfer pricing documentation is current.

The IRS issued updated guidance on the GILTI high-tax exclusion in Q2 2025. Turkish companies with U.S. subsidiaries that have foreign subsidiaries in high-tax jurisdictions should assess whether the high-tax exclusion is available.

FinCEN renewed its Geographic Targeting Orders (GTOs) in Q2 2025, continuing to require title insurance companies in covered markets to report the beneficial owners of all-cash real estate purchases above specified thresholds. Covered markets include:

• New York City
• Miami-Dade County
• Los Angeles County
• San Francisco Bay Area
• Chicago
• Las Vegas
• Seattle
• Boston
• Dallas-Fort Worth
• Honolulu

Turkish investors purchasing real estate in these markets with cash should be aware that their transactions will be reported to FinCEN.

As Q2 2025 closes, Turkish businesses should focus on the following Q3 priorities:

1. FTC noncompete rule: Monitor the Fifth Circuit decision and prepare for both outcomes
2. H-1B petitions: File petitions for selected FY2026 registrants before the deadline
3. CFIUS compliance: Review any recent or pending U.S. acquisitions for CFIUS implications
4. Transfer pricing documentation: Ensure transfer pricing documentation is current before year-end
5. EB-5 compliance: Verify Regional Center good standing and I-526E petition status
6. Q3 estimated tax payments: September 15, 2025 deadline for Q3 estimated tax payments

Q2 2025 underscored the breadth and complexity of the U.S. regulatory environment for Turkish businesses and investors. Staying current with compliance obligations — and engaging experienced U.S. legal counsel — remains essential.

ULF New York provides comprehensive regulatory compliance advice to Turkish businesses operating in the United States. Contact us to discuss your Q2 2025 compliance status and Q3 priorities.

This article is for informational purposes only and does not constitute legal advice. Regulatory requirements continue to evolve; consult qualified legal counsel for current guidance.