The value of the deal is protected in the lines of the SPA.
SPA architecture in share transfer transactions: price mechanisms, the representations-and-warranties matrix, and negotiation of indemnity and closing conditions.
What does an SPA solve?
A share transfer agreement (SPA) sets out in a single document how the price will be calculated, who guarantees what about the target company, who will be billed for surprises, and on what terms the transaction will close. If the due diligence findings cannot be translated into this document, the review has been left on the shelf.
Price mechanisms
The choice between a locked box and completion accounts determines the allocation of risk and the likelihood of post-closing disputes. In earn-out payments, the measurement rules, the target company's management discretion, and anti-manipulation safeguards must be written line by line.
Representations, warranties and indemnity
The matrix is balanced with thresholds (de minimis/basket), caps, time limits and knowledge exceptions; disclosed risks are tied to specific indemnities. Payment security is established through an escrow or a bank guarantee. We set out the detailed architecture in our guide.
Turkish-law mechanics
Transfer mechanics depend on the corporate form: in a limited company (Ltd. Şti.) the transfer deed is executed before a notary and completed with general assembly approval (Art 595 TTK); in a joint-stock company (A.Ş.), endorsement, delivery and entry in the share ledger are essential — a transfer not recorded in the ledger cannot be asserted against the company. In deals with foreign buyers, the FDI regime under Law No 4875 and post-closing notifications are planned together with payment-channel documentation. Stamp tax exposure is controlled through the management of originals and copies. Where competition clearance is required, the signing-to-closing architecture follows the notification timeline — that link sits at the centre of the deal set.
Who engages us, and what you receive
The SPA table is occupied most often by founders selling their company, financial investors taking minority stakes, and German strategics acquiring a Turkish target. Risk appetite differs by profile; the warranty matrix is calibrated accordingly.
Deliverables: the negotiated SPA with annexes, a closing checklist and closing memorandum, and a calendar of limitation and notification periods. Post-closing obligations continue under our integration service.
We are by your side for SPA & Share Transfer Agreements
We negotiate the SPA in two languages, in sync with the transaction timeline; we integrate competition clearance and interim-period undertakings into the closing mechanics. Consistency with the shareholders' agreement and the partnership documents prevents surprises on closing day.
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.
A seller who wants a fast, predictable closing prefers a locked box; a buyer who wants the current financial reality prefers completion accounts. The choice is determined by data quality and bargaining power.
It ties the warranty to a knowledge qualifier and changes the burden of proof; whose knowledge counts (the management list) must be defined. For the buyer, this softening is a point to resist on critical representations.
The market range varies by transaction; what is decisive is the risk inventory (tax, litigation, environmental). The duration and release conditions are negotiated as much as the percentage.
SPA & Share Transfer Agreements — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.