Allocation of liabilities between the parties in merger and acquisition (“M&A”) transactions is of utmost significance, in order to ensure that the buyer will be sufficiently protected, and the seller’s liabilities limited as much as possible. Under Turkish laws, the sellers` liabilities are subject to the provisions of the Turkish Code of Obligations No. 6908 (“TCO”). Having said this, Turkish laws are not designed to save commercial parties from a bad bargain, thus the parties often resort to adding certain clauses to their share purchase agreements (“SPA”) such as representations and warranties, indemnities, amount-based restrictions such as de minimis and baskets clauses, setting forth specific procedures and time limits for claims, and so on. Accordingly, this article aims to provide a general understanding as to the sellers’ liabilities in M&A transactions, the general liability provisions most commonly used in SPAs, and how they are dealt with under the Turkish laws.
The Balcioglu Selcuk Ardiyok Keki Attorney Partnership has advised Yildiz Holding A.S. and Gozde Girisim Sermayesi Yatirim Ortakligi A.S. on the sale of their 100% stake in Kumas Manyezit Sanayi A.S., a producer and seller of customized refractory products, to Eregli Demir ve Celik Fabrikalari T.A.S. The Esin Attorney Partnership advised the buyers on the deal.
YUU Legal has advised the shareholders of Birlesik Odeme Hizmetleri ve Elektronik Para A.S., including the founding shareholders and Finberg Arastirma Gelistirme Danismanlik Yatirim Hizmetleri Anonim Sirketi, a subsidiary of Fiba Holding, on the sale of a majority stake in Birlesik Odeme to Oyak Portfoy Yonetimi A.S. Ucuncu GiriSim Sermayesi Yatirim Fonu, which was advised by KP Legal.
A number of fundamental changes were made in the Law No. 5651 on "Regulating Broadcasts Made on the Internet and Combating Crimes Committed Through These Broadcasts (Legislation)", came into force on 22/05/2007, with the Law No. 7352 on "Regulating Publications on the Internet and Combating Crimes Committed Through These Publications" (Amendment), which was published in the Official Gazette on July 31, 2020, which is called the Social Media Law in the press.
International Court of Arbitration of the International Chamber of Commerce (‘’the ICC’’) set forwards its approach for the Alternative Dispute Resolution with new updated arbitration rules. The 2021 Rules were launched on 1st of December 2020, and will become effective and apply to cases that is filled from 1st of January 2021. Cases submitted to the ICC and registered before 1st of January 2021 will be ruled by 2017 ICC Rules, unless the parties stated otherwise. The new alterations intended to make a further efficiency, flexibility and transparency into the arbitral practices whilst anticipating the demands of both the arbitration community and arbitral tribunals.
2020 was quite a year and one all of us will not forget. For employment and labor law developments, 2020 was unlike any other. We saw rapid change and common themes emerge across the globe. One of the major themes was the introduction of government subsidies to support employers and maintain employment across many countries. We also saw an acceleration of remote and flexible working, and which posed both opportunities and challenges for employers and employees alike. There was also an increase in regulations that govern remote working.
2020 was a busy year for the legislator in relation to the Turkish Capital Markets. An amendment made in the Turkish Capital Markets Law (CML) at the beginning of 2020 introduced several elements, including a Security Agent, into Turkish law. And then the pandemic hit, making the trust factor in regard to assets even more crucial than it was before. In times of uncertainty, the Security Agent may be invited to play a greater role.