Regulation of M&A Transactions in Turkey

M&A deals in the Republic of Turkey are concluded in accordance with the generally accepted international practices. If there’s several potential purchasers, an auction similar to the one held in Great Britain & the US may take place. It should be remembered that Turkey has no specific laws or regulations governing private auctions. 

Turkey: Closing M&A Deals

Typically, concluding M&A deals in the Republic of Turkey involves these five steps:

• purchasers & sellers negotiating the terms of an upcoming deal;
• potential purchasers performing DD of a target company in the Republic of Turkey;
• discussing transaction-related documents;
• obtaining permits;
• closing a deal.

The main document regulating M&A deals in the Republic of Turkey is an SPA.

Turkey: Acquiring Companies & Shares

There’s no specific laws governing the purchasing of companies’ shares or assets in the Republic of Turkey. Therefore, parties are free to choose whatever foreign laws they deem applicable to their deal or parts of it. Resolving disputes arising from contractual relations in the Republic of Turkey is done through arbitration courts. The parties are at liberty to select a jurisdiction where they want to have their dispute arbitrated.

Transferring shares, observing minority shareholders’ rights & managing corporate governance are regulated by certain provisions of Turkish law & considered binding on both purchasers & sellers. There have been precedents when court decisions relating to corporate governance issues existing between companies & their stakeholders have been declared invalid. What it means is that parties involved in M&A deals may face difficulties with enforcing some arbitral awards. Therefore, prior to including dispute resolution clauses in their contracts, parties need to ensure their compliance with relevant provisions of Turkish law.

Turkey: Transferring Ownership in M&A Deals

Shares of JSCs issued in the form of bearer stock certificates entitle their holders to ownership of the said shares. If JSCs’ shares are issued in the form of registered stock certificates, they must be confirmed in the name of the purchaser, so that the purchaser has the right to own property.When it comes to LLCs’ shares, a transfer or SAP agreement must be drawn up in the presence of a notary so that the transfer of rights is deemed to enter into force. Also, the transferring of shares must be registered in a relevant commercial register.

Turkey: Documents Required for Concluding M&A Transactions

Concluding private M&A transactions in Turkey, irrespective of whether they’re related to acquisition of shares, business or assets, usually requires the following documents:

• letter of intent;
• confidentiality or exclusivity agreement;
• SAP agreement;
• disclosure letter;
• shareholder agreement; 
• agreement for provision of transitional services;
• employment contracts.

Conclusion