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.

Like many other European countries, Romania is struggling to implement the EU Whistleblowing Directive and accommodate this game-changing perspective on issues such as corporate fraud and non-compliant business environments. In April 2021, Romania issued a first draft law, which was hotly debated and criticized for reasons including the imbalance between the obligations imposed on the private sector and the scope of the upcoming law.

In “Official Gazette of Montenegro” no. 145/21 and no. 146/21 on 31, December 2021, amendments of the series of laws were published, including Law on Tax Administration, Law on Personal Income Tax, Law on Corporate Income Tax, Law on Contributions for Compulsory Social Insurance, Law on Compulsory Health Insurance, Labor Law, Law on Companies.

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.

The Hungarian National Bank ("MNB") issued a guideline this January to assist market participants in the issuances of green bonds. This guideline is one of the measures that the MNB introduced under its Green Programme, which it launched in early 2019 to mitigate the risks associated with climate change and other environmental problems, to expand green financial services in Hungary, to widen the related knowledge base in Hungary and abroad, and to reduce financial market participants' and its own ecological footprint. The Green Programme relating to green financial services consists of several initiatives, whose range continues to expand both in the banking sector and in capital markets with the sole aim of promoting green finance.

At the end of November 2021 Bulgarian Competition Protection Commission (CPC) launched inquiry of the consumer goods and services e-commerce sector (The Sector Inquiry). The Sector Inquiry is part of CPC's priority in the field of antitrust for 2021 to monitor constantly digital markets for prohibited agreements or practices as well as for abuse of dominant position. CPC also defines the e-commerce sector as one of its investigations top priorities in 2022.

Significant changes to the legal framework governing the electricity sector were enacted at the end of 2021 under Government Emergency Ordinance no. 143/2021 (Ordinance 143) and ANRE Order no. 137/2021 (Order 137). Among these changes, two categories are of outmost importance for producers, as detailed below.

The state of alert that followed the state of emergency has been extended several times during the last year and a half by Government Decisions. Some of these decisions were annulled by the competent courts (even if the court rulings are not final). Also, there are ongoing litigation proceedings aiming at challenging the legality of such Government Decisions. In this context, one would legitimately ask: what effect would have the annulment of the Government Decisions extending the state of alert on the validity of the building permits and town planning certificates which were prolonged during the state of alert?

The initiative of the European Commission aims to support innovation and fair competition by creating a framework for the issuance and provision of services related to crypto-assets. The Commission believes that where crypto-assets are not covered by the financial regulation of the European Union, the absence of applicable rules to services related to such assets leaves consumers and investors exposed to substantial risks. It aims to ensure a high level of consumer and investor protection as well as market integrity in the crypto-asset markets, and to address financial stability and monetary policy risks that could arise from the wide use of crypto-assets in financial markets.

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. 

The Republic Geodetic Authority (“RGA”) has recently, within implementation of the new real estate cadastre information system, launched a Cadastral Alarm, which serves to monitor the cases, i.e. changes relating to real estate.

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.

In 2021 Ukraine enacted a set of laws ("Diia City laws") aimed at introducing a legal framework as well as tax, social security, labour and certain other incentives for Ukrainian businesses that derive all or almost all their revenues from R&D and IT-related activities (also known as "DIIA CITY").

Romanian taxpayers had an exciting start to the year with the Government introducing changes to the country's main tax laws – the Fiscal Code and the Tax Procedural Code. These amendments, which follow others announced at the end of last year, were introduced in accelerated fashion, having been debated for only a few days prior to adoption.

On 24 November 2021, Ukraine launched a new law enforcement authority – the Bureau of Economic Security of Ukraine (“BES”). BES will focus on analytical activities aimed at early detection of risks in the economy, as well as pre-trial investigation of certain criminal offences.

Bulgaria is already in delay with the transposition of Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law (the “Whistleblowers Directive” or the “Directive”): like several other member states, Bulgaria has so far failed to bring into force the laws, regulations, and administrative provisions necessary to comply with the Directive. The European Commission has already sent a formal notice for non-transposition of the Directive on the grounds of Article 258 TFEU - Article 260(3) TFEU.

An amendment to the Medicines Thrift Act XCVIII of 2006, which came into effect in early 2022, has effectively eliminated what was fast becoming a booming market in the home delivery of over-the-counter (OTC) medicinal products and medical aids.

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.