I. Introduction

Special Purpose Acquisition Companies (“SPAC”), which are incorporated to achieve the purpose of investing and merging with a non-public company, were first introduced in the United States in 1990s and recently increased its popularity globally. Unlike other countries, SPACs entered into Turkish legal system relatively late with the Communiqué on Common Principles Regarding Significant Transactions and Appraisal Right (Communiqué No. II-23.1) of the Capital Markets Board (“CMB”), published in the Official Gazette dated 24.12.2013 numbered 28861(“Appraisal Right Communiqué”). Currently, there is no SPAC listed under Borsa Istanbul (“BIST”) in Turkey. SPACs are very similar to venture capital structure and can be considered as a strong alternative for investors and shareholders in Turkey as well.

By way of background, in January 2019, the Capital Markets Board (“CMB”) had issued an announcement on its website on the Draft Communiqué on Equity Crowdfunding . The CMB has now officially published the Communiqué on Crowdfunding No. III-35/A (“Communiqué”), on October 3, 2019. The Communiqué entered into force as of October 3, 2019.

The authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, has been given from the Ministry of Economy to the Ministry of Trade (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette.

Hakan Madi, the former Legal Manager at Ekin - Safe City Technologies, has become Head of Legal & Compliance at Pronet Security Services in Turkey.

Ilhan Yigit has joined the Arslan Law Firm as partner.

The mediation procedures have become a mandatory stage of commercial litigations in Turkish Law as of January 01, 2019. After only 4 months of practice, it appears that the success rate of mandatory mediation procedures is %65, according to the data published by the Mediation General Office of Justice Ministry of Turkey. As the national mediation procedure seems to be useful thus far, Turkey took a new step and signed the United Nations Convention on International Settlement Agreements Resulting from Mediation be known as the “Singapore Convention on Mediation” (“Convention”), which provides enforceability to international mediation agreements, on August 07, 2019 in Singapore.

Turkey's Gedik & Eraksoy and Allen & Overy have advised United Initiators GmbH on its acquisition of 100% of the shares of Hidrojen Peroksit Sanayi ve Ticaret A.S.

Kinstellar has formalized its affiliation with the Gen & Temizer │Ozer law firm in Turkey.

Turkey's Nazali Legal Services has announced the opening of new Russian and Moroccan country desks, led by Altinay Sheralieva and Esma Parmak, respectively.

This time, our law firm marketing friends across CEE considered the following question: “What one part of your job would you most appreciate having more help with – not in terms of training or capability, but simply in terms of time?”

Advertisement is a very strong instrument in free market economies like Turkey’s. As a bridge between manufacturers and consumers and in light of its contribution to a competitive market, the importance of advertisement is critical.

Turkish Constitutional Court granted a decision on April 17, 2019 regarding an applicant’s claims on violation of his freedom of expression and press due to access ban of a news article (which is taken from a newspaper) posted by his social media account with the comment “Interesting confession from the judge of the July 22th investigation”. The decision was published on the Official Gazette on May 15, 2019. The Constitutional Court accepted the applicant’s claim by stating that the access ban of the news article violated the applicant’s right to freedom of expression and press.

Akin Gump has advised Turkish participation bank Kuveyt Turk Katilim Bankasi A.S., majority-owned by Kuwait Finance House, on its debut issuance of USD 200 million perpetual Tier 1 Capital Certificates, listed on the regulated market of the Irish Stock Exchange plc, trading as Euronext Dublin. Clifford Chance reportedly advised the sole manager on the transaction, KFH Capital.

Egemenoglu has advised DRD Fleet Leasing regarding its debt restructuring negotiations with 45 financial institutions as creditors including Credit Europe Bank, Abraaj Group, and ICD. Negotiations resulted in the restructuring of 97% of the outstanding debt with 42 of the 45 creditors and amounts to EUR 570 million. Kinstellar advised the banks on the deal.

The amendment to the Law on Radio and Television Broadcasts (“RT Law”), which was published in the Official Gazette of March 28, 2018, regulated broadcasting services (i.e. radio, television and on-demand broadcasts) provided through internet and required these services and their providers (media service providers and platform operators) to be under the supervision and authority of Radio and Television Supreme Council’s (“RTUK”). The Regulation provides detailed information regarding this process.

Egemenoglu has advised Derindere Turizm Otomotiv Sanayi ve Ticaret A.S. on the restructuring of its syndicated loan from 45 national and international financial institutions.

In May 2019, Turkish Competition Authority (“TCA”) has published two reasoned decisions, namely Bfit Decision[1] and Minikoli Decision[2], in which it assesses the resale price maintenance (“RPM”) activities of the concerned undertakings. These decisions bear significance since they represent the TCA’s unstable approach towards RPM activities. In the aforementioned cases, the TCA adopted an effect-based analysis, as it generally did in the past. However, the TCA had displayed a deviation from the said approach in its previous two decisions; Sony Decision[3] and Henkel Decision[4] and adopted a by object analysis. Therefore, Bfit and MinikoliDecisions show this unstable approach.

Paksoy has advised ISS Global Forwarding Tasimacilik A.S. on its acquisition of assets from OSF Uluslararasi Lojistik Hizmetleri Dis Ticaret A.S. PKF Izmir reportedly advised OSF Uluslararasi Lojistik on the deal.