Value is realised not at signing, but in integration.
The first 100 days after the deal closes: transfer mechanics, earn-out and indemnity tracking, contract and permit transitions, and the legal integration of the two companies.
Closing is not the end
The payment is made, the shares have transferred — but the deal file is not closed: notifications, transitions, and the live provisions of the SPA (earn-out, indemnities, non-compete covenants) live on for years. A lack of post-closing discipline sacrifices well-negotiated rights to limitation periods and to the absence of evidence.
The legal checklist for the first 100 days
Registry and share-ledger procedures, E-TUYS notifications, signature circulars and banking authorisations; change of control notifications under customer and supplier contracts; the transfer or renewal of licences and permits; planning the employment integration; the KVKK transition arrangement when merging data systems.
The live provisions of the SPA
During earn-out periods, the documentation of measurement records and management decisions; indemnity claims filed within the notification periods where a breach of representation is suspected; the escrow release schedule; monitoring the seller's non-compete and non-solicitation covenants. Calendared tracking is essential for forfeiture periods.
Türkiye-specific mechanics
Some closing mechanics are jurisdiction-specific and unforgiving. In a limited company (Ltd. Şti.), the transfer requires notarised execution and general assembly approval (Art 595 TTK); in a joint-stock company (A.Ş.), the entry in the share ledger is what makes the buyer visible to the company — an unrecorded transfer weakens otherwise perfect paperwork. Employment does not transfer in a share deal (the employer stays the same), but in asset structures Article 6 of the Labour Law (No 4857) carries contracts over by operation of law, with joint-liability windows. Ancillary restraints negotiated in the SPA — non-compete scope, duration, territory — must stay within competition-law limits to remain enforceable. For German groups, the first hundred days also set up the intercompany agreements and transfer-pricing documentation that the tax authority will later ask to see.
From the closing memorandum to periodic reporting
We start on closing day with a memorandum: who does what, and by when. Then the 100-day plan runs — the share ledger and the registry filings are completed in the form the Turkish Commercial Code (No. 6102) requires, and the notifications and change-of-control correspondence all go out from one hand. The third layer is the SPA calendar file: the earn-out measurement dates, the escrow release windows and the forfeiture periods for notifying representation and warranty claims are tracked on one calendar, with a named owner against every deadline. Periodic reporting then summarises the open items of the integration in language management can act on. What you get: the memorandum, the 100-day plan, the notification files and the SPA monitoring calendar.
Who engages us, and what you receive
Typical users: strategic buyers integrating a Turkish target into a group, private equity investors with reporting deadlines, and sellers who remain bound by earn-out and warranty periods.
Deliverables: an obligations register extracted from the SPA with owners and dates, notification and consent letters, a data-room preservation protocol, and a closing-file index that keeps evidence retrievable years later. The register feeds the wider plan of the M&A focus.
We are by your side for Post-Closing & Integration
At closing we deliver the "100-day plan", carry out the notifications and transitions, and keep the tracking of the SPA provisions in a single file. When a problem arises, the indemnity and dispute track steps in with a team that knows the deal.
Other Applications of This Service
Mergers & Acquisitions (M&A) — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Cross-border acquisition of a manufacturing facility in Türkiye
End-to-end representation of the buyer in a multi-jurisdictional acquisition, from due diligence to closing.
Review the matter →Transaction · Share TransferStructuring an investor share transfer in a growth round
Share transfer, shareholders' agreement and compliance processes in a venture capital investment.
Review the matter →Transaction · Sale (Sell-side)Sell-side representation in the sale of a Turkish company to a strategic investor
Managing, on the seller's side, the vendor preparation, data room, SPA negotiation and closing in a share sale to a foreign strategic buyer.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Related Publications
Fresh perspectives and guides from the Knowledge Centre.
Termination rights may arise under critical contracts; customer losses and the return of guarantees may be triggered. The list produced in DD should turn into a closing-day notification plan.
In line with the management covenants in the SPA, and with documentation: decisions affecting the earn-out (investment, pricing) should be put on record. Otherwise a measurement dispute with the seller is inevitable.
Immediately, in line with the notice periods and formal requirements in the SPA; late notification can forfeit the right. Even at the suspicion stage, a protective notification strategy should be considered.
Post-Closing & Integration — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.