In cross-border mergers and acquisitions, end-to-end confidence.

Most provisions of a letter of intent are not binding, because until the final agreement the parties do not intend to be bound. But clauses such as exclusivity, confidentiality, cost-sharing and governing law and dispute resolution are deliberately drafted to bind, and breaching them can create liability under the Turkish Code of Obligations (No. 6098). Exclusivity in particular can narrow your negotiating room by s…

In a share transfer, employment contracts continue unchanged; the employer legal entity does not change. In an asset transfer, the rules on transfer of the workplace apply and the acquirer becomes the employer together with the existing rights. We design employee communications and the transition plan in step with the transaction timeline. In a workplace transfer, employees' rights accrued before the transfer pass t…

The duration varies according to the size of the transaction, the scope of the due diligence, and the approvals required. While relatively straightforward transactions can be completed within a few months, cross-border deals or large transactions subject to competition approval may take longer. At the start of the process we draw up a realistic timeline and plan the critical stages in advance.

Not every transaction is subject to approval; the need for approval depends on the parties' turnovers and on whether the thresholds under Law No. 4054 (Turkish Law on the Protection of Competition) are exceeded. For acquisitions that exceed certain turnover thresholds, notification to and approval from the Competition Board are mandatory. We carry out this assessment at the outset of the transaction and prepare the necessary applications.

Due diligence reveals the legal picture of the target company; it brings hidden debts, litigation risks, and contractual obligations to light. This review directly affects both the transaction price and the representations and indemnity provisions in the agreement. Sound due diligence minimises post-closing surprises.

In a share transfer, the company's shares change hands and the buyer acquires the company together with all of its rights and obligations. In an asset transfer, by contrast, only selected assets and liabilities are transferred; this method may be preferred in order to avoid unwanted liabilities. Which one is appropriate is determined jointly, in line with the commercial and tax objectives of the transaction.

In transactions between Türkiye and the DACH region, we follow an integrated approach that considers Turkish law and the relevant foreign law together. With our İstanbul, Berlin, and Kyrenia offices and our multilingual team, we ensure that the parties speak the same language. In this way, matters such as the applicable law, the competent court, and arbitration are clarified from the outset.