The Law on the Amendment of Certain Laws for the Improvement of the Investment Environment No. 7099 (“Law”) was published in the Official Gazette last month (March 10, 2018) and introduced significant amendments to various laws, including the Turkish Commercial Code No. 6102 (“TCC”), the Tax Procedural Law, the Law on Legal Fees and the Law on Movable Property Pledges in Commercial Actions.
Turkey recently enacted an amendment to the Turkish radio and television legislation that will regulate radio, television and on-demand broadcasts provided through internet and have these services and their providers (media service providers and platform operators – please see their definitions under II) under the supervision and authority of the Radio and Television Supreme Council (“RTUK”).
The past couple of years have been particularly challenging for Turkey’s M&A market owing to the domestic and global political climate and the weakened state of the Turkish economy. According to Deloitte’s annual M&A review published earlier this year, the M&A market in 2016 witnessed a total deal volume of USD 7.7 billion through 248 deals, resulting in the lowest deal volume since 2009.
I. Legal Framework and the Purpose of the Proof of Trademark Use
The Industrial Property Law with Number 6769 (“IP Law”) has been published in the Official Gazette of January 10, 2017, introducing several changes to the Turkish trademarks law. Proof of use of a trademark is one of these changes brought by the IP Law.
The Working Party on the Protection of Individuals with regard to the Processing of Personal Data (“Working Party”) which is established as per the Directive 95/46/EC of the European Parliament and of the Council of October 24, 1995 (“EU Directive”) updated their opinion on consent under General Data Protection Regulation (“GDPR”) which will be effective on May 28, 2018.
The US Department of Justice (“DOJ”) had announced a pilot program1 (“Pilot Program”) on April 5, 2016, which created new mitigation opportunities for companies that (i) voluntarily self-disclosed, (ii) cooperated fully, and (iii) took timely and appropriate remedial actions in FCPA matters that fell within the Fraud Section’s mandate.
The Law on Protection of Consumers No. 6502 (the “Law”) is published in the Official Gazette on November 28, 2013 and entered into force on May 28, 2014. Article 1 of the Law specifies the purpose of the Law as “to take measures that protect the health, safety and the economic interests of the consumer … in order to inform and educate the consumers in accordance with public interest”. Regulation and supervision of advertisements are considered as necessary tools to protect consumers. Therefore the Law includes detailed provisions on advertisements, which are supported by the secondary legislation, i.e. the Regulation on Commercial Advertisement and Unfair Commercial Practices (the “Regulation”).
Overall, this was a less active year in terms of Foreign Corrupt Practices Act (“FCPA”) enforcement actions, at least when compared to 2016. In 2017, the Department of Justice (“DOJ”) took a total of 9 enforcement actions and the Securities and Exchange Commission (“SEC”) took a total of 7 enforcement actions. Therefore, we observe that the DOJ has been more active than the SEC in terms of the number of enforcement actions this year. So far in 2017, we have witnessed only 2 declinations within the scope of the Pilot Program,1 as opposed to 5 declination decisions in 2016.
A condition precedent, for the purposes of this article, shall be defined as a condition, only upon whose fulfillment closing of a transaction will be made by the parties. In a share deal, the parties may agree upon certain matters to be designated as conditions precedent for the closing, these may arise from the laws, agreement between the parties, specifics of the transaction and/or activities of the target. In this article, we will only touch upon certain conditions precedent which may become mandatory under Turkish laws.
Following the enforcement of the new Communiqué on Pricing of Human Medicinal Products last September, the Ministry of Health (“Ministry”) rolled up its sleeves for a new regulation concerning human medicinal products: The Regulation on Manufacturing Plants of Human Medicinal Products (“Regulation”).
Early this year, on February 6th, 2017, the Ministerial Cabinet has published its decision on Pricing of Human Medicinal Products (“Decision”) and announced that the requirements of the Communiqué on Pricing of Human Medicinal Products (published in 2015) that do not conflict with the Decision, shall remain applicable.