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An intermediary service provider is defined in Law No. 6563 on the Regulation of Electronic Commerce ["E-Commerce Law"] as "natural or legal persons that provide an electronic environment where others can conduct financial and commercial activities.” Electronic commerce platforms such as n11, Trendyol, GittiGidiyor, and Amazon, which are among the most important actors of electronic commerce today, are included in this definition under our legislation. In essence, these platforms mediate the contract's conclusion and performance by bringing buyers and sellers together via the internet. In this article, the liabilities of e-commerce actors as "intermediary service providers" will be discussed in light of recent Court of Cassation decisions.

Pursuant to the Protocol No. 15 amending the European Convention on Human Rights ["ECHR / Convention"], the time-limit for the application to the European Court of Human Rights ["ECtHR"] was reduced from 6 months to 4 months, effective as of February 1, 2022. Accordingly, once remedies available as per domestic laws are exhausted, the application should be filed with the ECtHR within 4 months following the final court judgment. Having said that if the court decision was adopted before February 1, 2022, the ECtHR application based on this decision will still be subject to 6-month time-limit.

On December 9, 2021, the Turkish Competition Authority (“Authority”) published its report entitled “Analysis Report on the Financial Technologies in Payment Services” (“Report”) which evaluates the effect of the use of financial technologies (“Fintech”) in the financial sector, the obstacles to innovation and competition in the relevant markets and the entry of big technology (“Big Tech”) companies (e.g., Facebook, Amazon, Google, Apple) into the market. The Report notes that Fintech includes: (i) innovative products and services that emerged in the financial sector as a result of the radical technological transformation, (ii) new entrants other than the incumbent players that offer these services, and (iii) Big Tech companies which started to offer financial services.

“Regulation on the Principles of the Asset, Right and Receivable Inquiry on the National Judiciary Informatics System” [“Regulation”] was published in the Official Gazette dated January 22, 2022 and entered into force on the same date. The Regulation basically sets forth the procedures and principles regarding the inquiry of the debtor's assets, rights and receivables via the information systems integrated into the National Judiciary Informatics System [the so-called "UYAP"].

Although it is the first thing that comes into mind, share acquisition is not the only way to acquire a target. Turkish laws allow acquisitions to be completed through a number of other methods such as asset acquisitions, business acquisitions and merger, depending on preference of the buyer. This article will explain the processes for the acquisition methods concerning joint-stock and limited liability companies covering the requirements for valid acquisitions and matters to consider.

A new law proposal amending certain provisions of Law No. 5651 on Regulation of Broadcasts via Internet and Prevention of Crimes Committed through Such Broadcast and Turkish Criminal Code is submitted before the relevant commissions of Grand National Assembly of Turkey (“TBMM”) and has been published on TBMM’s website on February 3, 2022.

Corporate governance principles are essential in order to protect benefits of minority shareholders and investors. Appointment of independent members is one of the most important elements that ensure proper implementation of the corporate governance principles. As a part of corporate governance principles regulated under the capital market legislation, independent board members must be appointed by the companies who are expected to objectively supervise the company and enlighten the public if necessary. It is important to have an independent member who will execute his/her duties without being influenced in order to create reliable cooperation. 

Purchase price is invariably among the most contentious points during the negotiation phase of an M&A transaction. Especially in cross-border transactions, the buyer may wish to minimise risks by opting for alternative payment methods. One is these methods is “earn-out,” where a part of purchase price will be calculated by reference to the future financial performance of the target company.  Statistics pertaining to the year of 2020, indicate that earn-out clauses were used in around 27% of the acquisitions concluded in the United States. Also, earn-out clauses are frequently being used in share purchase agreements concluded in Europe. This is especially the case in deals involving start-up companies, where the uncertainty increases on the factors of target company's future performance and the buyer does not have any in-depth market experience.

Since the President's speech on December 20, 2021, "FX-Protected Deposit Accounts" have been at the forefront of talks on banking and finance applications. The instrument, of which the legal foundations were laid with Communiqué No. 2021/14 on Supporting the Conversion of Turkish Lira Deposit and Participation Accounts ["Communiqué"] published in the Official Gazette immediately following the speech, on December 21, 2021, found an ever-expanding field of application with amendments adopted in the following days and finally took its final form. In this article, we will examine FX-protected deposit accounts with their legal basis.

CEE Legal Matters spoke with CMS Partner and Head of Environmental Law Practice in Poland and CEE Agnieszka Skorupinska and CMS Turkey Managing Partner Done Yalcin about the impacts of the EU Green Deal and the rise of ESG in Europe and beyond.

Turkey Knowledge Partner

NAZALI offers a broad range of services in the fields of Tax, Audit, Corporate and Commercial Law, Mergers & Acquisitions, Corporate Finance, Banking, Finance and Capital Markets, Protective Legal Services and Dispute Resolution, Personal Data Protection and Privacy, Social Security and Labor Law, Occupational Health and Safety, Competition Law, Intellectual Property Law and R&D, Compliance and White-Collar Crimes, Administrative Law, Real Estate Law, Customs and Foreign Trade, Accounting and Payroll, Financial Incentives and Advisory Services and Public Administration and Compliance through its partners, associates and consultants of different seniorities who have both public and private sector experience.

What sets NAZALI apart from others is that NAZALI offers a truly comprehensive service to its clients with experts from different disciplines working collaboratively as a team under one roof enabling us to evaluate all dimensions of legal matters together with financial and technical matters.

The services that NAZALI provides to its clients include the most appropriate solution with the support of technical departments specialized in their fields. In this context, NAZALI associates are supported by NAZALI technical team and work alongside the experts in the fields of finance, social security and customs matters. NAZALI has set out with the aim of providing the most efficient and comprehensive solution for its clients by adapting to the developing conditions and happily gained the trust of its clients by never compromising the quality of service.

As conditions continuously evolve, NAZALI always aims to further itself remaining true to its motto “GROW WITH KNOWLEDGE” and has set out with the aim of providing the most efficient and comprehensive solution for its clients by adapting to the developing conditions and happily gained the trust of its clients by never compromising the quality of service.

Firm's website: http://www.nazali.com

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