In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

In The Corner Office, we ask Managing Partners at law firms across Central and Eastern Europe about their backgrounds, strategies, and responsibilities. As we bid farewell to 2023, this time around we turn our attention forward: What is your one main wish for 2024 and what do you see as the biggest potential risk?

Turkiye always has its ups and downs, according to Guleryuz Partners Partner Zahide Altunbas Sancak, who points to the coming local elections and their role as a confidence check, while also making her own bets that include technology, digital banking, and energy.

The World Economic Forum established the AI Governance Alliance, bringing together leaders from diverse sectors such as industry, government, academia and civil society to support the responsible global development and use of transparent and inclusive AI systems.

With the decision published in the Capital Markets Board Bulletin dated 29.12.2023 and numbered 2023/82 ["Decision"], the amounts subject to revaluation in the Capital Markets Law No. 6362 and related regulations and other regulations were determined for the year 2024.

Article 26 of the Industrial Property Law No. 6769 ("IPL") authorises the Turkish Patent and Trademark Office ("Office") to revoke trademarks in cases set out in the relevant article. According to IPL Article 192/1-(a), this provision was set to come into effect seven years from its publication date, i.e., 10 January 2024. Additionally, 4^th provisional article of the IPL stipulated that this authority would be enforced by the courts until that time. Thus, with the expiration of the aforementioned seven-year period, the authority for the administrative revocation of trademarks was passed from the civil courts to the Office as of 10 January 2024.

The Regulation on Determination of Risk Groups and Credit Limitations ("Risk Groups Regulation") and the Regulation on Credit Operations of Banks ("Credit Operations Regulation") prepared by the Banking Regulation and Supervision Agency ("BRSA") were published in the Official Gazette dated 21.12.2023. Accordingly, the provisions regarding the determination of risk groups and calculation of credit limits in the Regulation on Credit Operations of Banks dated 1.11.2006 ("Former Regulation") were adapted to the Risk Groups Regulation and detailed regulations on the determination of risk groups were introduced. With the Regulation on Credit Transactions, the Former Regulation dated 1.11.2006 was repealed, and other provisions of the Former Regulation were reviewed and reorganised.

Guleryuz Partners, working with the Galadari Law and Eversheds Sutherland, has advised the Tiryaki Group on its USD 112.5 million financing package from the IFC, FMO, and Proparco to finance an agro-industrial complex in Iraq’s Umm-Qasr Port. Allen & Overy, working with Confluent Law, advised the lenders.

The Communiqué No. 2010/4 (the "Communiqué") requires approval of the Competition Board (the "Board") on mergers, acquisitions and privatisation transactions that fall within its scope in order for those to be legally valid. The Turkish Competition Authority releases data relating to transactions requiring the Board’s clearance and examines those transactions in an annual report. In this respect, the transactions reviewed by the Board in 2023 were disclosed to public on January 5, 2024 through the Mergers and Acquisitions Overview Report (the "Report") [available in Turkish only].

In The Corner Office, we ask Managing Partners at law firms across Central and Eastern Europe about their backgrounds, strategies, and responsibilities. With 2023 marching to an end, we looked ahead and asked about strategies for next year: As the budgeting period is around the corner, compared to 2023, what are the main budgeting lines you expect to increase for 2024 and why?

Mergers and acquisitions (M&A) transactions are both legally and logistically complex. Tax planning is one of the key aspects in nearly all M&A transactions, especially in cross-border deals, as it can help to minimize the tax burden on both the buyer and the seller. Recent developments in Turkish tax law have introduced some new considerations for those transactions. In particular, the taxation of share premium and the end of tax-exempt corporate spin-off for immovable property will have a significant impact on M&A tax planning, potentially increasing the tax burden for the parties.

Following the Constitutional Court’s (“TCC”) decision annulling the monetary limits for appeal in administrative jurisdiction, the TCC has annulled the regulation that no appeal can be filed against decisions on cases of tax and full remedy and actions of annulment of administrative acts, the subject matter of which does not exceed five thousand liras, as well as the regulation regarding the revaluation of monetary limits. The decision will enter into force on September 21, 2024, nine months after its publication in the Official Gazette.

The Regulation Amending the Regulation on Principles and Rules to be Applied in Retail Trade ("Amending Regulation") published in the Official Gazette dated December 14, 2023, and numbered 32399, introduced certain amendments to the Regulation on Principles and Rules to be Applied in Retail Trade published in the Official Gazette dated 06.08.2016 and numbered 29793. These mainly cover (i) unfair commercial practices in the supply chain and (ii) payments related to commercial activities between the producer, supplier, and retail business.

Guleryuz Partners has advised Mercan Kimya on its acquisition of 30% of shares in Fevup Brands. Juris Attorney Partnership advised Fevup Brands.

Guleryuz Partners Partner Zahide Altunbas Sancak talks about the evolution of the energy sector and their role as legal advisors in Turkiye over the last 10 years.

Inflation rates, while high across Europe, have been particularly making headlines in Turkiye. Yalcin Babalioglu Kemahli in cooperation with CMS Managing Partner Done Yalcin, Ergun Law Firm Partner Lara Sezerler, Celepci Law in cooperation with Schoenherr Office Managing Partner Levent Celepci, KP Law Managing Partner Onur Kucuk, and Guleryuz & Partners Partner Zahide Altunbas Sancak discuss the current outlook.

There is no specific definition in the Turkish Labor Code (TLC) for upper-level managers who work at the top management level in companies. Therefore, it is difficult to determine whether they are defined as employees, employers, or an employer’s representatives, and what their rights and obligations are.

Turkish Constitutional Court ["TCC"], in its decision no. 2023/36 E., 2023/142 K. published in the Official Gazette dated 13 October 2023, annulled Article 46, paragraph 1, subparagraph (b) of the Turkish Code of Administrative Procedure No. 2577 ["TCAP"], which regulates the appeal in administrative judiciary, by finding it in violation of the Turkish Constitution. The decision will enter into force on 13 July 2024, nine months after its publication in the Official Gazette.