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The Capital Markets Board [the "CMB"] introduced critical amendments to the sale methods and distribution principles to be applied to initial public offering of shares of non-public companies with the publication of its Decision No. i-SPK.128.21 [the “Decision"] on March 30, 2023. Accordingly, the relevant provisions of the Communiqué on Sales of Capital Market Instruments No. II.5.2 of the CMB will be superseded by the rules outlined in the Decision until a contradicting decision is made.

Data processing systems' convenience has led to emergence of new cybersecurity risks and methods for committing cyber-crimes, as well as a growth in such crimes, notably fraud. This is one of the unintended consequences of digitalization in the financial sector.

The obligation of e-commerce intermediary service providers and e-commerce service providers to obtain licenses from the Ministry of Commerce was introduced to our legal system with the “Law Amending the Law on the Regulation of Electronic Commerce" [available only in Turkish] published in the Official Gazette dated 7 July 2022, and thus has been amended by the Presidential Decree No. 6829 [available only in Turkish] published in the Official Gazette dated 23 February 2023 and numbered 32113.

Law No. 4054 on the Protection of Competition (“Competition Law”) applies to merger and acquisition transactions ("Transactions") since they may lead to consequences such as establishing/strengthening a dominant position or restricting effective competition in the market. Additionally, as per Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board ("Communiqué"), some Transactions are subject to the Competition Board's ("Board") approval. In this regard, the Turkish Competition Authority ("Authority") releases the Mergers and Acquisitions Overview Report each year to describe the overview of the Transactions examined within its body and thus provides a breakdown of the Transactions that took place in the market as along with a broad market overview. The Mergers and Acquisitions Report for 2022 ("Report") was published and made public by the Authority on January 6, 2023.

With the Capital Markets Board Bulletin ["Bulletin"] numbered 2022/74 published by the Capital Markets Board ["CMB"] on December 30, 2022, the monetary amounts stipulated in the capital markets legislation regarding the public offering were increased.

The “Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers” ["Regulation"] was published in the Official Gazette no. 32058 dated December 29, 2022 and abolished the previous Regulation on Electronic Commerce Service Providers and Intermediary Service Providers published in the Official Gazette dated 26.08.2015 and numbered 29457.

In its judgment dated June 28, 2022 and numbered 2018/6161, published in the Official Gazette dated December 20, 2022 and numbered 32049, the Constitutional Court ruled against the GSM operator that had rejected to provide phone line records upon the GSM owner’s request, on the grounds that as a result of such rejection, the right to effective remedy in connection with the right to request the protection of personal data within the framework of the right to respect for private life was violated.

Pursuant to the Regulation on Unlicensed Electricity Production in Electricity Markets [“Regulation”] [available in Turkish only], it is possible to generate electricity without being obliged to obtain a license / pre-license from the Energy Market Regulatory Authority [“EMRA”] or incorporate a company. Accordingly, the consumers can meet their electricity needs from their own generation facilities that are in the vicinity of the consumption points and sell the surplus electricity limited to the previous year's consumption.

The Decree on the Determination of the Companies Subject to Independent Audit ["Decree"] No. 6434 published in the Official Gazette dated November 30, 2022 and numbered 32029, abolished the Decree on the Determination of the Companies Subject to Independent Audit No. 2018/11597 dated March 26, 2018, published in the Official Gazette dated May 26, 2018 and numbered 30432, and amended the thresholds of the criteria for determining the companies subject to independent audit while also amending the scope. These amendments aim to adapt the scope of independent audit to today's needs and to harmonize with the EU regulations.

The requirement of social isolation caused by the global pandemic, has brought forth a new world order. During this period, workplaces invested in technology in order to preserve their business and enhance their productivity while starting to conduct almost all their activities through digital communication channels. Home offices/remote work that began during such period now became a permanent working model across different sectors.

Did You Know that, according to the Activity Rankings function of the CEELMDirect website, Schoenherr has published 18 articles of legal analysis on the subject of litigation/dispute resolution on CEE Legal Matters — the most of any firm — over the nine years of its existence?

Turkish Commercial Code No. 6102 [“TCC”] stipulates that the carrier shall be liable for the damages caused by the loss, damage or delay of delivery of commodity within the period from the takeover of commodity for carriage to delivery of it. The legal nature of the carrier's liability in this context is strict liability. This means that even if the carrier has no fault in incurrence of damages, they should still be liable. However, this liability is not absolute. As a matter of fact, the carrier can be released from liability on the grounds set out in the law or by proving that they have taken the greatest care.

The main obligation of the transport and logistics companies, i.e., carrier in contracts of carriage is to take the commodity from one place to another and deliver it to the consignee. The carrier is obliged to deliver the commodity in the form and condition in which it was received. Therefore, the carrier also undertakes the obligation to preserve the commodity under its control while performing the contract of carriage.

The Law on the Amendment of Press Law numbered 7418 and Some Other Laws [“Amendment Law”] published in the Official Gazette No. 31987 dated October 18, 2022. While the amendments adopted mainly in the Press Law significantly expand the scope of this law, the Amendment Law also includes new regulations with regard to online news tools, the number of which are increasing day by day as opposed to printed media.

With the Draft Communique on Principles Regarding Companies Whose Shares Will Be Traded on the Venture Capital Market [“Draft Communique”] published in the Official Gazette on 20 September 2022, it will be possible to sell shares of a non-public joint stock company to qualified investors on the stock with the status of a public company. The Draft Communique also regulates the liabilities and exemptions of such companies. It is expected to enter into force soon following collecting public opinion.

Guleryuz Partners at a Glance

We are Güleryüz Partners, an Istanbul based law firm, offering high-quality legal services to domestic and multinational clients.

Our team consists of energetic young professionals who are led by talented partners with strong academic backgrounds at prestigious universities in the USA, UK, and Germany, coupled with vast market experience exceeding a decade at top tier Turkish law firms. All our associates are fluent in English and provide legal advice in additional languages such as German and French.

Our practice ranges from complex disputes to sophisticated M&A and finance transactions. We provide niche legal services in a wide range of legal areas such as litigation and dispute resolution, local and cross border M&As, banking, finance and capital markets, venture capital investments and start-ups, and compliance and corporate governance (including data privacy, anti-corruption and white-collar crime, AML, and sanctions).

We value strong communication and information flow among our departments for the perfection of our legal services. This interdepartmental coordination enables us to take a more client-centric approach and to better understand and cater for the client needs. Our business perspective goes beyond providing excellent legal advice to our clients; we also collaborate with them as their business partners and offer them the entire legal ecosystem that they can thrive their business.  

As Güleryüz Partners, we heavily invest in our pro bono projects in Turkiye and work together with institutions, foundations, and other organizations to provide legal advice to the persons in need of help, while acknowledging the high costs usually associated with high quality legal services limit the access to justice for many people.

We also pride ourselves on fostering and promoting a diverse, equitable and inclusive work environment where every individual feels valued and respected.

For further information, you may visit our website at www.guleryuz.av.tr.