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.

Hande Karakulah has joined L'Oreal as Legal & Scientific Director in Turkey.

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.

Bigen Kamcioglu has joined Katara Hospitality, the hospitality arm of the Qatar Sovereign Wealth Fund, as its Legal Manager.

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.

It has been an interesting, fruitful, and innovative year for the Turkish financial sector. Most importantly and possibly surprisingly, the Turkish financial regulatory authorities are at full speed in implementing a legal framework to support a more sustainable Turkey.

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.

Former Counsel Maral Minasyan has been promoted to Partner at Kolcuoglu Demirkan Kocakli, as of January 2022. She leads the firm’s Employment Law and Data Privacy Law practices.

Nazif Karatas and Gozde Saruhan Berk have been promoted to Partner at Nazali.

Companies, for various reasons such as tax benefits, liabilities and as may be required by authorities, may decide to change their legal types. Turkish corporate law allows companies to change their types in accordance with Article 181 of the Turkish Commercial Code No. 6102 (the “TCC”) which sets forth which company types are allowed to convert into another.

The Turkish Data Protection Authority (“DPA”) has published Draft Guidelines on Cookies (“the Draft Guidelines”) on January 11, 2022, providing explanations on cookies and practical advices for data controllers who process personal data through the use of cookies.

The currency fluctuations in Turkey have resulted in challenges but have also created opportunities for investment in the country, according to Esin Attorney Partnership Partner Caner Elmas.

Many economies, particularly those in the European Union [“EU”], are now centered on the environment-oriented and sustainable economy model known as "Green Transformation," which aims to mitigate the negative environmental consequences of human-induced parameters on the ecosystem. Turkey, also, had signaled that it would not stay out of this shift by ratifying the Paris Climate Agreement in October 2021.

The Turkish Competition Board (“Board”) has recently assessed the allegations that Allergan Ilaclari Ticaret A.S. (“Allergan”) engaged in discriminatory conduct and abused its dominant position by way of refusal to supply in its preliminary investigation decision. The complainant, Denge Ecza Deposu Ticaret A.S. (“Denge”), alleged that Allergan supplied some of its pharmaceutical products only to certain warehouses, rejected Denge’s request to work with Allergan and hindered Denge’s activities by restricting its access to Allergan’s products. The Board’s decision is remarkable as it assesses the allegations in detail under both Article 4 (anticompetitive agreements) and Article 6 (abuse of dominant position) of Law No. 4054 on the Protection of Competition (“Law No. 4054”) by discussing the competition literature on certain concepts such as indispensability and essential facilities doctrine and making references to the decisional practice in the European Union.

Law No. 805 on Compulsory Use of Turkish Language in Economic Institutions ["Law No. 805"] has been in effect for very long time, i.e., since April 22, 1926. Even though it is an old regulation with only 9 articles, it has sparked debate regarding international contracts over the years, particularly in the field of arbitration, and it has even become a roadblock in our legal system regarding the validity of contracts.

The Advertisement Board rendered an advertisement ban decision and concluded that the use of registered trademarks on a business sign without a contractual relationship with the proprietor of displayed trademarks is an unfair commercial practice. The Advertisement Board’s reasoning is that such use on the business sign without any legal contractual relationship, such as license agreements, creates the wrong impression over the consumer that this particular business is an authorized service shop of the business products bearing the displayed trademarks. The decision of the Advertisement Board is published on the Advertisement Board Meeting Press Bulletin dated May 4, 2021 and numbered 309.