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.
Sait Eryilmaz Makes Partner at Clifford Chance in Turkey
Sait Eryilmaz, Head of Banking & Finance at Clifford Chance Turkey, has made Partner.
BASEAK and the Esin Attorney Partnership Advise on Sale of Kumas Manyezit Sanayi to Eregli Demir ve Celik Fabrikalari
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.
Kinstellar Helps Medicor Invest in Production Facility in Turkey
Kinstellar has advised Hungarian medical device manufacturer Medicor on its EUR 2 million investment in the construction of an incubator-production facility in Ankara, Turkey.
Asli Tezcan Returns to Acar & Ergonen
Former Esin Attorney Partnership Attorney Asli Tezcan has rejoined Acar & Ergonen.
Omer Sirin Promoted as Head of Legal at Credit Europe Bank
Credit Europe Bank has made Turkish lawyer Omer Sirin its Head of Legal.
Bengi Su Karakoylu Becomes Head of Legal at Temsa
Bengi Su Karakoylu has joined Temsa as the company’s Head of Legal.
BTS & Partners and Kavlak Advise on Twozero Ventures' Investment in Pubinno
BTS & Partners has advised Twozero Ventures on its USD 1 million investment in Pubinno. Kavlak advised Pubinno on the deal.
YYU Legal and KP Legal Advise on Birlesik Odeme’s sale to Oyak Portfoy
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.
Clifford Chance Advises Tpay Mobile on Financing for Acquisition of Payguru
Clifford Chance has advised Tpay Mobile, a full-service digital payments platform for the Middle East, Africa, and Turkey, on its receipt of financing from an unnamed institutional investor for its acquisition of Payguru, a Turkish payment service provider.
Turkey Tightens Internet & Social Media with New Rules
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Melis Oget Koc Makes Partner at Kolcuoglu Demirkan Kocakli
Former Managing Associate Melis Oget Koc has been promoted to Partner at Kolcuoglu Demirkan Kocakli.
Akol Law Advises Isik Plastik on IPO on Istanbul Stock Exchange
Akol Law has advised Turkish plastic injection and original equipment manufacturer production company Isik Plastik on its initial public offering with the Istanbul Stock Exchange - Borsa Istanbul.
Paksoy and Cigdemtekin Cakirca Aranci Advise on Acquisition of Turkish Power Plant
Paksoy has advised Albioma and Cigdemtekin Cakirca Aranci has advised Egesim on their acquisition of 75% and 25%, respectively, of Turkish geothermal power plant Gumuskoy, from BM Holding.
BASEAK and Caliskan Okkan Toker Advise on Merger of Cyberwise and Innovera
The Balcioglu Selcuk Ardiyok Keki Attorney Partnership has advised Turkish cyber security company Cyberwise and Cyberwise shareholders Taxim Capital, Faruk Eczacibasi, and Aret Killioglu, on their acquisition of Innovera Bilisim Teknolojileri. Caliskan Okkan Toker advised the seller.
Updates On International Chamber of Commerce Arbitration Rules
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.
Employment and Labor Quarterly Review – Czech Republic, Poland, Russia, Turkey
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.
Turkey: New Instruments in Debt Capital Markets – Secured Debt Instruments and The Security Agent
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.